<PAGE>

                                                                    Exhibit 10.1

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                          ALLIANCE LAUNDRY HOLDINGS LLC

                          ALLIANCE LAUNDRY SYSTEMS LLC

                ------------------------------------------------

                                  $238,000,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           Dated as of August 2, 2002

                ------------------------------------------------

                              LEHMAN BROTHERS INC.,
             As Sole Advisor, Sole Lead Arranger and Sole Bookrunner

                          LEHMAN COMMERCIAL PAPER INC.,
                              As Syndication Agent

                               FLEET NATIONAL BANK
                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                             As Documentation Agents

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             As Administrative Agent



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                                TABLE OF CONTENTS

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TABLE OF CONTENTS............................................................................        i

SECTION 1. DEFINITIONS.......................................................................        1
    1.1     Defined Terms....................................................................        1
    1.2     Other Definitional Provisions....................................................       30

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS...................................................       30
    2.1     Term Loan Commitments............................................................       30
    2.2     Procedure for Term Loan Borrowing................................................       30
    2.3     Repayment of Term Loans..........................................................       31
    2.4     Revolving Credit Commitments.....................................................       31
    2.4A    Revolving Credit Commitment Increases............................................       32
    2.5     Procedure for Revolving Credit Borrowing.........................................       33
    2.6     Swing Line Commitment............................................................       34
    2.7     Procedure for Swing Line Borrowing; Refunding of Swing Line Loans................       34
    2.8     Repayment of Loans; Evidence of Debt.............................................       36
    2.9     Commitment Fees, etc.............................................................       37
    2.10    Termination or Reduction of Revolving Credit Commitments.........................       37
    2.11    Optional Prepayments.............................................................       37
    2.12    Mandatory Prepayments and Commitment Reductions..................................       38
    2.13    Conversion and Continuation Options..............................................       39
    2.14    Minimum Amounts and Maximum Number of Eurodollar Tranches........................       39
    2.15    Interest Rates and Payment Dates.................................................       40
    2.16    Computation of Interest and Fees.................................................       40
    2.17    Inability to Determine Interest Rate.............................................       41
    2.18    Pro Rata Treatment and Payments..................................................       41
    2.19    Requirements of Law..............................................................       43
    2.20    Taxes............................................................................       45
    2.21    Indemnity........................................................................       46
    2.22    Illegality.......................................................................       47
    2.23    Change of Lending Office.........................................................       47
    2.24    Replacement of Lenders under Certain Circumstances...............................       47

SECTION 3. LETTERS OF CREDIT.................................................................       48
    3.1     L/C Commitment...................................................................       48
    3.2     Procedure for Issuance of Letter of Credit.......................................       49
    3.3     Fees and Other Charges...........................................................       49
    3.4     L/C Participations...............................................................       50
    3.5     Reimbursement Obligation of the Borrower.........................................       51
    3.6     Obligations Absolute.............................................................       52
    3.7     Letter of Credit Payments........................................................       52
    3.8     Applications.....................................................................       53
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SECTION 4. REPRESENTATIONS AND WARRANTIES..................................   53
    4.1     Financial Condition............................................   53
    4.2     No Change......................................................   54
    4.3     Existence; Compliance with Law.................................   54
    4.4     Power; Authorization; Enforceable Obligations..................   54
    4.5     No Legal Bar...................................................   54
    4.6     No Material Litigation.........................................   55
    4.7     No Default.....................................................   55
    4.8     Ownership of Property; Liens...................................   55
    4.9     Intellectual Property..........................................   55
    4.10    Taxes .........................................................   55
    4.11    Federal Regulations............................................   56
    4.12    Labor Matters..................................................   56
    4.13    ERISA .........................................................   56
    4.14    Investment Company Act; Other Regulations......................   56
    4.15    Subsidiaries...................................................   56
    4.16    Use of Proceeds................................................   57
    4.17    Environmental Matters..........................................   57
    4.18    Accuracy of Information, etc...................................   58
    4.19    Security Documents.............................................   58
    4.20    Solvency ......................................................   59
    4.21    Senior Indebtedness............................................   59
    4.22    Regulation H...................................................   59

SECTION 5. CONDITIONS PRECEDENT............................................   59
    5.1     Conditions to Initial Extension of Credit......................   59
    5.2     Conditions to Each Extension of Credit.........................   62

SECTION 6. AFFIRMATIVE COVENANTS...........................................   63
    6.1     Financial Statements...........................................   63
    6.2     Certificates; Other Information................................   64
    6.3     Payment of Obligations.........................................   65
    6.4     Conduct of Business and Maintenance of Existence, etc..........   66
    6.5     Maintenance of Property; Insurance.............................   66
    6.6     Inspection of Property; Books and Records; Discussions.........   66
    6.7     Notices .......................................................   66
    6.8     Environmental Laws.............................................   67
    6.9     Interest Rate Protection.......................................   67
    6.10    Additional Collateral, etc.....................................   67
    6.11    Further Assurances.............................................   69

SECTION 7. NEGATIVE COVENANTS..............................................   69
    7.1     Financial Condition Covenants..................................   69
    7.2     Limitation on Indebtedness.....................................   71
    7.3     Limitation on Liens............................................   74
    7.4     Limitation on Fundamental Changes..............................   76
    7.5     Limitation on Disposition of Property..........................   77
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    7.6     Limitation on Restricted Payments..............................................         79
    7.7     Limitation on Capital Expenditures.............................................         80
    7.8     Limitation on Investments......................................................         81
    7.9     Limitation on Optional Payments and Modifications of Debt Instruments..........         83
    7.10    Limitation on Transactions with Affiliates.....................................         84
    7.11    Limitation on Sales and Leasebacks.............................................         84
    7.12    Limitation on Changes in Fiscal Periods........................................         85
    7.13    Limitation on Negative Pledge Clauses..........................................         85
    7.14    Limitation on Restrictions on Subsidiary Distributions.........................         85
    7.15    Limitation on Lines of Business................................................         86
    7.16    Limitation on Amendments to Recapitalization Documents.........................         86
    7.17    Limitation on Activities of Holdings and Alliance Laundry Corporation..........         86

SECTION 8. EVENTS OF DEFAULT...............................................................         87

SECTION 9. THE AGENTS......................................................................         91
    9.1     Appointment....................................................................         91
    9.2     Delegation of Duties...........................................................         91
    9.3     Exculpatory Provisions.........................................................         91
    9.4     Reliance by the Agents.........................................................         91
    9.5     Notice of Default..............................................................         92
    9.6     Non-Reliance on Agents and Other Lenders.......................................         92
    9.7     Indemnification................................................................         93
    9.8     Agent in Its Individual Capacity...............................................         93
    9.9     Successor Administrative Agent.................................................         93
    9.10    Authorization to Release Liens.................................................         94
    9.11    The Arranger...................................................................         94
    9.12    The Administrative Agent and the Secured Parties...............................         94

SECTION 10. MISCELLANEOUS..................................................................         94
    10.1    Amendments and Waivers.........................................................         94
    10.2    Notices........................................................................         95
    10.3    No Waiver; Cumulative Remedies.................................................         97
    10.4    Survival of Representations and Warranties.....................................         97
    10.5    Payment of Expenses............................................................         97
    10.6    Successors and Assigns; Participations and Assignments.........................         98
    10.7    Adjustments; Set-off...........................................................        100
    10.8    Counterparts...................................................................        101
    10.9    Severability...................................................................        101
    10.10   Integration....................................................................        101
    10.11   GOVERNING LAW..................................................................        101
    10.12   Submission To Jurisdiction; Waivers............................................        101
    10.13   Acknowledgments................................................................        102
    10.14   Confidentiality................................................................        102
    10.15   Enforceability; Usury..........................................................        103
    10.16   WAIVERS OF JURY TRIAL..........................................................        104
    10.17   Effect of Amendment and Restatement of the Existing Credit Agreement...........        104
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    10.18   Special Provisions.........................................      104
    10.19   Delivery of Lender Addenda.................................      105
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ANNEXES:

A             Pricing Grid

SCHEDULES:

1.1           Mortgaged Property
4.1(b)        Undisclosed Liabilities
4.6           Material Litigation
4.15          Subsidiaries
4.17          Environmental Matters
4.19(a)       UCC Filing Jurisdictions
4.19(b)       Mortgage Filing Jurisdictions
7.2(d)        Existing Indebtedness
7.3(f)        Existing Liens
7.8           Existing Investments

EXHIBITS:

A             Form of Guarantee and Collateral Agreement
B             Form of Compliance Certificate
C             Form of Closing Certificate
D-1           Form of Mortgage
D-2           Form of Mortgage Amendment
E             Form of Assignment and Acceptance
F             Form of Legal Opinion of Kirkland & Ellis
G-1           Form of Term Note
G-2           Form of Revolving Credit Note
G-3           Form of Swing Line Note
H             Form of Prepayment Option Notice
I             Form of Exemption Certificate
J             Form of Lender Addendum
K             Form of Revolving Credit Commitment Increase Supplement
L             Form of New Lender Supplement

                                      -v-

<PAGE>

               AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August __,
2002, among ALLIANCE LAUNDRY HOLDINGS LLC, a Delaware limited liability company
("Holdings"), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company
(the "Borrower"), 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"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such
capacity, the "Syndication Agent"), FLEET NATIONAL BANK and LASALLE BANK
NATIONAL ASSOCIATION, as documentation agents (together, in such capacity, the
"Documentation Agents") and GENERAL ELECTRIC CAPITAL CORPORATION, as
administrative agent (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:

               WHEREAS, Holdings and the Borrower are parties to the Credit
Agreement, dated as of May 5, 1998 (as heretofore amended, supplemented or
otherwise modified, the "Existing Credit Agreement"), with the lenders parties
thereto, the arrangers and syndication agent identified therein, and General
Electric Capital Corporation, as administrative agent; and

               WHEREAS, Holdings and the Borrower have requested that the
Existing Credit Agreement be amended and restated;

               NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, the parties hereto agree that on the Effective
Date, as provided in Section 10.17, the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

                             SECTION 1. DEFINITIONS

               1.1 Defined Terms. As used in this Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

               "Accepting Lenders": as defined in Section 2.18(d).

               "Accounts Receivable": as to the Borrower or any of its
         Subsidiaries, any right to payment (including interest payments) for
         goods sold or leased or for services rendered by the Borrower or such
         Subsidiary in the ordinary course of business.

               "Acquired Person": as to any Person, any other Person (i) at
         least 80% of the Capital Stock of which is owned by such Person and
         (ii) which is consolidated with such Person in accordance with GAAP.

               "Acquisition": as to any Person, the acquisition by such Person
         of (a) Capital Stock of any other Person if, after giving effect to the
         acquisition of such Capital Stock, such other Person would be (i) an
         Acquired Person of such Person and (ii) a Subsidiary Guarantor, (b) all
         or substantially all of the assets of any other Person or (c) assets
         constituting one or more business units of any other Person.

               "Adjustment Date": as defined in the Pricing Grid.

<PAGE>

                                                                               2

               "Administrative Agent": as defined in the Preamble to this
         Agreement.

               "Affiliate": as to any Person, any other Person which, directly
         or indirectly, is in control of, is controlled by, or is under common
         control with, such Person. For purposes of this definition, "control"
         of a Person means the power, directly or indirectly, to direct or cause
         the direction of the management and policies of such Person, whether by
         contract or otherwise.

               "Agents": the collective reference to the Syndication Agent and
         the Administrative Agent.

               "Aggregate Exposure": with respect to any Lender at any time, an
         amount equal to (a) until the Effective Date, the aggregate amount of
         such Lender's Commitments at such time and (b) thereafter, the sum of
         (i) the aggregate then unpaid principal amount of such Lender's Term
         Loan and (ii) the amount of such Lender's Revolving Credit Commitment
         then in effect or, if the Revolving Credit Commitments have been
         terminated, the amount of such Lender's Revolving Extensions of Credit
         then outstanding.

               "Aggregate Exposure Percentage": with respect to any Lender at
         any time, the ratio (expressed as a percentage) of such Lender's
         Aggregate Exposure at such time to the Aggregate Exposure of all the
         Lenders at such time.

               "Agreement": this Credit Agreement, as amended, supplemented or
         otherwise modified from time to time.

               "Alliance Laundry Corporation": Alliance Laundry Corporation, a
         Delaware corporation.

               "ALSA": Alliance Laundry S.A. (formerly known as Raytheon
         Appliances S.A.), an Argentina corporation.

               "Applicable Margin": for each Type of Loan, the rate per annum
         set forth under the relevant column heading below:

                                            Base Rate Loans   Eurodollar Loans
                                            ---------------   ----------------

             Revolving Credit Loans               2.50%            3.50%
             Swing Line Loans                     2.50%            3.50%
             Term Loans                           2.50%            3.50%

         provided, that, on and after the first Adjustment Date occurring after
         the Effective Date, the Applicable Margin with respect to Revolving
         Credit Loans and Swing Line Loans will be determined pursuant to the
         Pricing Grid.

         "Application": an application, in such form as the relevant Issuing
         Lender may specify from time to time, requesting such Issuing Lender to
         open a Letter of Credit.

<PAGE>

                                                                               3

               "Arranger": as defined in the Preamble to this Agreement.

               "Approved Fund": means, with respect to any Lender that is a fund
         that invests in commercial loans, any other fund that invests in
         commercial loans and is managed by the same investment advisor as such
         Lender or by an Affiliate of such investment advisor.

               "Asset Sale": any Disposition of Property or series of related
         Dispositions of Property (excluding any such Disposition permitted by
         clause (a), (b), (c), (d), (e), (f), (g), (m), (o), (q), (r) or (s)(i)
         of Section 7.5) which yields gross proceeds to Holdings, the Borrower
         or any of its Subsidiaries (valued at the initial principal amount
         thereof in the case of non-cash proceeds consisting of notes or other
         debt securities and valued at fair market value in the case of other
         non-cash proceeds) in excess of $500,000.

               "Assignee": as defined in Section 10.6(c).

               "Assignor": as defined in Section 10.6(c).

               "Available Revolving Credit Commitment": as to any Revolving
         Credit Lender at any time, an amount equal to the excess, if any, of
         (a) such Lender's Revolving Credit Commitment then in effect over (b)
         such Lender's Revolving Extensions of Credit then outstanding;
         provided, that (i) in calculating any Lender's (other than the Swing
         Line Lender's) Revolving Extensions of Credit for the purpose of
         determining such Lender's Available Revolving Credit Commitment
         pursuant to Section 2.9(a), the aggregate principal amount of Swing
         Line Loans then outstanding shall be deemed to be zero and (ii) in
         calculating the Swing Line Lender's Revolving Extensions of Credit for
         the purpose of determining the Swing Line Lender's Available Revolving
         Credit Commitment pursuant to Section 2.9(a), the Swing Line Lender's
         Revolving Extensions of Credit shall be deemed to include the aggregate
         principal amount of the Swing Line Loans then outstanding.

               "Bain Investors": collectively, Bain/RCL, BCIP Associate, II,
         BCIP Associates II, BCIP Associates II-B, Bain Capital Fund V, L.P.,
         Bain Capital Fund V-B, L.P., BCIP Trust Associates II, and BCIP Trust
         Associate, II-B.

               "Bain/RCL": Bain/RCL, L.L.C., a Delaware limited liability
         company.

               "Base Rate": for any day, a rate per annum (rounded upwards, if
         necessary, to the next 1/16 of 1%) equal to the greater of (a) the
         Prime Rate in effect on such day and (b) the Federal Funds Effective
         Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime
         Rate" means, for any day, a floating rate equal to the rate publicly
         quoted from time to time by The Wall Street Journal as the "base rate
         on corporate loans posted by at least 75% of the nation's 30 largest
         banks" (or, if The Wall Street Journal ceases quoting a base rate of
         the type described, the highest per annum rate of interest published by
         the Federal Reserve Board in Federal Reserve statistical release H.15
         (519) entitled "Selected Interest Rates" as the Bank prime loan rate or
         its equivalent). Any change in the Base Rate due to a change in the
         Prime Rate or the Federal Funds Effective Rate shall be effective as of
         the opening of business on the effective day of such change in the
         Prime Rate or the Federal Funds Effective Rate respectively.

<PAGE>

                                                                               4

               "Base Rate Loans": Loans the rate of interest applicable to which
         is based upon the Base Rate.

               "Benefitted Lender": as defined in Section 10.7(a).

               "Board": the Board of Governors of the Federal Reserve System of
         the United States (or any successor).

               "Borrower": as defined in the Preamble to this Agreement.

               "Borrowing Date": any Business Day specified by the Borrower as a
         date on which the Borrower requests the relevant Lenders to make Loans
         hereunder.

               "BRS": Bruckman, Rosser, Sherrill and Co., L.P.

               "Business": as defined in Section 4.17(b).

               "Business Day": (i) for all purposes other than as covered by
         clause (ii) below, a day other than a Saturday, Sunday or other day on
         which commercial banks in New York City are authorized or required by
         law to close and (ii) with respect to all notices and determinations in
         connection with, and payments of principal and interest on, Eurodollar
         Loans, any day which is a Business Day described in clause (i) and
         which is also a day for trading by and between banks in Dollar deposits
         in the interbank eurodollar market.

               "CapEx Carryforward Amount": as defined in Section 7.7.

               "Capital Expenditures": for any period, with respect to any
         Person, the aggregate of all expenditures by such Person and its
         Subsidiaries for the acquisition or leasing (pursuant to a capital
         lease) of fixed or capital assets or additions to equipment (including
         replacements, capitalized repairs and improvements during such period)
         which should be capitalized under GAAP on a consolidated balance sheet
         of such Person and its Subsidiaries.

               "Capital Lease Obligations": with respect to any Person, the
         obligations of such Person to pay rent or other amounts under any lease
         of (or other arrangement conveying the right to use) real or personal
         property, or a combination thereof, which obligations are required to
         be classified and accounted for as capital leases on a balance sheet of
         such Person under GAAP, and, for the purposes of this Agreement, the
         amount of such obligations at any time shall be the capitalized amount
         thereof at such time determined in accordance with GAAP.

               "Capital Stock": any and all shares, interests, participations or
         other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants, rights or options
         to purchase any of the foregoing.

               "Cash Equivalents": (a) (i) with respect to the Borrower or any
         Domestic Subsidiary, marketable direct obligations issued by, or
         unconditionally guaranteed by, the

<PAGE>

                                                                               5

         United States government or issued by any agency thereof and backed by
         the full faith and credit of the United States or (ii) with respect to
         any Foreign Subsidiary, marketable direct obligations issued by, or
         unconditionally guaranteed by, the national government of the
         jurisdiction of organization of such Foreign Subsidiary or issued by
         any agency thereof and backed by the full faith and credit of such
         government, in each case maturing within one year from the date of
         acquisition; (b) certificates of deposit, bankers' acceptances, time
         deposits, eurodollar time deposits or overnight bank deposits having
         maturities of one year or less from the date of acquisition issued by
         any Lender or by any commercial bank organized under the laws of the
         United States of America or any state thereof having combined capital
         and surplus of not less than $500,000,000 (or, in the case of any
         certificate of deposit, bankers' acceptances, time deposits, eurodollar
         time deposits or overnight time deposits of any Foreign Subsidiary,
         issued by any commercial bank having capital and surplus of not less
         than $500,000,000 (or the equivalent thereof)); (c) commercial paper
         rated at least A-2 (or the equivalent thereof) by Standard & Poor's
         Ratings Services ("S&P") or P-2 (or the equivalent thereof) by Moody's
         Investors Service, Inc. ("Moody's"), or carrying an equivalent rating
         by a nationally recognized rating agency, if both of the two named
         rating agencies cease publishing ratings of commercial paper generally,
         and maturing within one year from the date of acquisition; (d)
         repurchase obligations of any Lender or of any commercial bank
         satisfying the applicable requirements of clause (b) of this
         definition, having a term of not more than 30 days with respect to
         securities of the types described in clauses (a) and (b) of this
         definition; (e) securities with maturities of one year or less from the
         date of acquisition issued or fully guaranteed by any state,
         commonwealth or territory of the United States, by any political
         subdivision or taxing authority of any such state, commonwealth or
         territory or by any foreign government, the securities of which state,
         commonwealth, territory, political subdivision, taxing authority or
         foreign government (as the case may be) are rated at least A (or the
         equivalent thereof) by S&P or A (or the equivalent thereof) by Moody's
         or carry an equivalent rating by a nationally recognized rating agency
         if both of the two named rating agencies cease publishing ratings of
         such type generally; (f) securities with maturities of one year or less
         from the date of acquisition backed by standby letters of credit issued
         by any Lender or any commercial bank satisfying the requirements of
         clause (b) of this definition; or (g) shares of money market mutual or
         similar funds which invest substantially in assets satisfying the
         requirements of clauses (a) through (f) of this definition.

               "Code": the Internal Revenue Code of 1986, as amended from time
         to time.

               "Collateral": all Property of the Loan Parties, now owned or
         hereafter acquired, upon which a Lien is created or purported to be
         created by any Security Document.

               "Commitment": as to any Lender, the sum of the Term Loan
         Commitment and the Revolving Credit Commitment of such Lender.

               "Commitment Fee Rate": 0.50% per annum.

               "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA

<PAGE>

                                                                               6

         or is part of a group which includes the Borrower and which is treated
         as a single employer under Section 414(b), (c), (m) or (o) of the Code.

               "Compliance Certificate": a certificate duly executed by a
         Responsible Officer substantially in the form of Exhibit B.

               "Confidential Information Memorandum": the Confidential
         Information Memorandum dated June, 2002 and furnished to the Lenders.

               "Consolidated Cash Interest Expense": for any period, the
         Consolidated Interest Expense payable in cash during such period,
         provided, that the Consolidated Interest Expense accrued with respect
         to the Senior Subordinated Notes during such period shall be deemed to
         be payable in cash during such period.

               "Consolidated Current Assets": at any date, all amounts (other
         than cash, Cash Equivalents and deferred income taxes) which would, in
         conformity with GAAP, be set forth opposite the caption "total current
         assets" (or any like caption) on a consolidated balance sheet of the
         Borrower and its Subsidiaries at such date.

               "Consolidated Current Liabilities": at any date, all amounts
         which would, in conformity with GAAP, be set forth opposite the caption
         "total current liabilities" (or any like caption) on a consolidated
         balance sheet of the Borrower and its Subsidiaries at such date, but
         excluding (a) the current portion of any Funded Debt (including accrued
         but unpaid interest) of the Borrower and its Subsidiaries and (b)
         without duplication of clause (a) above, all Indebtedness (including
         accrued but unpaid interest) consisting of Term Loans, Revolving Credit
         Loans, Letters of Credit or Swing Line Loans to the extent otherwise
         included therein.

               "Consolidated EBITDA": for any period, Consolidated Net Income
         for such period plus the sum of (a) cash interest margin of the
         Borrower and its Subsidiaries (including the Securitization Entities)
         from Notes Receivable (after giving effect to any Hedge Agreements
         relating to such Notes Receivables) and (b) without duplication and to
         the extent reflected as a charge in the statement of such Consolidated
         Net Income for such period, the sum of (i) income tax expense
         (including franchise taxes imposed in lieu of income taxes), (ii)
         interest expense associated with Indebtedness (including the Loans and
         the Letters of Credit) and Hedge Agreements, but excluding any interest
         expense associated with any Indebtedness (including Letters of Credit)
         issued in connection with any Permitted Receivables Financing, (iii)
         amortization or writeoff of deferred financing fees, debt discount and
         debt issuance costs and commissions, discounts and other fees and
         charges associated with Indebtedness (including the Loans, the Letters
         of Credit and any Indebtedness issued in connection with any Permitted
         Receivables Financing) and Hedge Agreements, (iv) depreciation and
         amortization expense, (v) amortization of intangibles (including, but
         not limited to, goodwill) and organization costs, (vi) any
         extraordinary, unusual or non-recurring expenses or losses (including,
         whether or not otherwise includable as a separate item in the statement
         of such Consolidated Net Income for such period, losses on sales of
         assets outside of the ordinary course of business, and charges for the
         writeoff of any step-up in basis of inventory required in a transaction

<PAGE>

                                                                               7

         which is accounted for under the purchase method of accounting),
         provided that, if any such expense or loss is not includable as a
         separate item in the statement of Consolidated Net Income for such
         period under GAAP, such expense or loss is reasonably acceptable to the
         Administrative Agent and (vii) any other non-cash charges (other than
         writeoffs or write-downs of inventory (other than any writeoffs of any
         step-up in basis of inventory) unless reasonably acceptable to the
         Administrative Agent) and minus, to the extent included in the
         statement of such Consolidated Net Income for such period, the sum of
         (x) interest income, (y) any extraordinary, unusual or non-recurring
         income or gains (including, whether or not otherwise includable as a
         separate item in the statement of such Consolidated Net Income for such
         period, gains on the sales of assets outside of the ordinary course of
         business), provided that, if any such income or gain is not includable
         as a separate item in the statement of Consolidated Net Income for such
         period under GAAP, such income or gain is reasonably acceptable to the
         Administrative Agent and (z) any other non-cash income, all as
         determined on a consolidated basis.

                  "Consolidated Interest Coverage Ratio": for any period, the
         ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
         Cash Interest Expense for such period.

                  "Consolidated Interest Expense": for any period, total
         interest expense (including that attributable to Capital Lease
         Obligations) of the Borrower and its Subsidiaries for such period with
         respect to all outstanding Indebtedness of the Borrower and its
         Subsidiaries (including, without limitation, all commissions, discounts
         and other fees and charges owed with respect to letters of credit and
         bankers' acceptance financing and net costs under Hedge Agreements in
         respect of interest rates to the extent such net costs are allocable to
         such period in accordance with GAAP, but excluding any interest expense
         associated with any Indebtedness (including Letters of Credit) issued
         in connection with any Permitted Receivables Financing).

                  "Consolidated Leverage Ratio": as at the last day of any
         period of four consecutive fiscal quarters of the Borrower, the ratio
         of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA
         for such period; provided that for purposes of calculating Consolidated
         EBITDA for any period, the Consolidated EBITDA of any Person or assets
         acquired by the Borrower or any of its Subsidiaries during such period
         pursuant to an Acquisition or Subsidiary Acquisition permitted
         hereunder (including the portion of such period prior to the
         consummation of such Acquisition or Subsidiary Acquisition) shall be
         included on a pro forma basis for such period (assuming that (i) the
         consummation of such acquisition and the incurrence, assumption or
         repayment of any Indebtedness in connection therewith occurred on the
         first day of such period and (ii) any cost savings to be implemented in
         connection with such Acquisition or Subsidiary Acquisition as to which
         the Borrower shall have provided support for the calculation thereof
         which is reasonably acceptable to the Administrative Agent in
         conformity with Regulation S-X under the Securities Act as in effect on
         the date hereof had been effected on the first day of such period) if
         the Borrower shall deliver to the Administrative Agent a certificate of
         a Responsible Officer setting forth, consistent with Article 11 of
         Regulation S-X under the Securities Act as in effect on the date
         hereof, the calculations required to support such pro forma
         adjustments.

<PAGE>

                                                                               8

                  "Consolidated Net Income": for any period, the consolidated
         net income (or loss) of the Borrower and its Subsidiaries, determined
         on a consolidated basis in accordance with GAAP; provided that there
         shall be excluded (a) the income (or loss) of any Person accrued prior
         to the date it becomes a Subsidiary of the Borrower or is merged into
         or consolidated with the Borrower or any of its Subsidiaries pursuant
         to an Acquisition permitted hereunder, (b) the income (or loss) of any
         Person (other than a Subsidiary of the Borrower) in which the Borrower
         or any of its Subsidiaries has an ownership interest, except to the
         extent that any such income is actually received by the Borrower or
         such Subsidiary in the form of dividends or similar distributions and
         (c) the undistributed earnings of any Subsidiary of the Borrower to the
         extent that the declaration or payment of dividends or similar
         distributions by such Subsidiary is not at the time permitted by the
         terms of any Contractual Obligation (other than under any Loan
         Document) or Requirement of Law applicable to such Subsidiary.

                  "Consolidated Senior Debt": all Funded Debt under this
         Agreement and all other Funded Debt of the Borrower and its
         Subsidiaries (excluding all other Funded Debt of the Borrower and its
         Subsidiaries which is subordinated to the Funded Debt under this
         Agreement on terms no less favorable than the terms of the Senior
         Subordinated Notes).

                  "Consolidated Senior Debt Leverage Ratio": as at the last day
         of any period of four consecutive fiscal quarters of the Borrower, the
         ratio of (a) Consolidated Senior Debt on such day to (b) Consolidated
         EBITDA for such period; provided that for purposes of calculating
         Consolidated EBITDA for any period, the Consolidated EBITDA of any
         Person or assets acquired by the Borrower or any of its Subsidiaries
         during such period pursuant to an Acquisition or Subsidiary Acquisition
         permitted hereunder (including the portion of such period prior to the
         consummation of such Acquisition or Subsidiary Acquisition) shall be
         included on a pro forma basis for such period (assuming that (i) the
         consummation of such acquisition and the incurrence, assumption or
         repayment of any Indebtedness in connection therewith occurred on the
         first day of such period and (ii) any cost savings to be implemented in
         connection with such Acquisition or Subsidiary Acquisition as to which
         the Borrower shall have provided support for the calculation thereof
         which is reasonably acceptable to the Administrative Agent in
         conformity with Regulation S-X under the Securities Act as in effect on
         the date hereof had been effected on the first day of such period) if
         the Borrower shall deliver to the Administrative Agent a certificate of
         a Responsible Officer setting forth, consistent with Article 11 of
         Regulation S-X under the Securities Act as in effect on the date
         hereof, the calculations required to support such pro forma
         adjustments.

                  "Consolidated Total Debt": at any date, the aggregate
         principal amount of all Funded Debt of the Borrower and its
         Subsidiaries at such date, determined on a consolidated basis in
         accordance with GAAP.

                  "Consolidated Working Capital": at any date, the excess of
         Consolidated Current Assets on such date over Consolidated Current
         Liabilities on such date, excluding any increases or decreases in Notes
         Receivable.

<PAGE>

                                                                               9

                  "Continuing Term Loan Lenders": each of the Term Loan Lenders
         (as defined in the Existing Credit Agreement) under the Existing Credit
         Agreement immediately prior to the Effective Date that is a Term Loan
         Lender hereunder.

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its Property is bound.

                  "Control Investment Affiliate": as to any Person, any other
         Person which, directly or indirectly, is in control of, is controlled
         by, or is under common control with, such Person. For purposes of this
         definition, "control" of a Person means the power, directly or
         indirectly, to direct or cause the direction of the management and
         policies of such Person whether by contract or otherwise.

                  "Default": any of the events specified in Section 8, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, has been satisfied.

                  "Designated Equity Amounts": at any date, the amount equal to
         the aggregate amount of Net Cash Proceeds received by Holdings from the
         issuance of Capital Stock (other than to the Borrower or any Subsidiary
         of Holdings or the Borrower) or from any capital contribution to
         Holdings by a Person other than the Borrower or any Subsidiary of
         Holdings or the Borrower which have been designated in writing by the
         Borrower to the Administrative Agent as "Permitted Expenditure Amounts"
         so long as such Net Cash Proceeds are utilized by Holdings, the
         Borrower or any of its Subsidiaries within 45 days after such receipt
         for an Expenditure Use Amount.

                  "Disposition": with respect to any Property, any sale, lease,
         sale and leaseback, assignment, conveyance, transfer or other
         disposition thereof (excluding the sale by Holdings of its own Capital
         Stock); the terms "Dispose" and "Disposed of" shall have correlative
         meanings.

                  "Documentation Agents": as defined in the preamble hereto.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.

                  "Domestic Subsidiary": any Subsidiary of the Borrower
         organized or incorporated under the laws of any jurisdiction within the
         United States of America.

                  "ECF Percentage": 75%; provided that, with respect to any
         fiscal year of the Borrower, the ECF Percentage with respect to such
         fiscal year shall be reduced to 50% if the Consolidated Leverage Ratio
         at the last day of such fiscal year of the Borrower is not greater than
         4.0 to 1.0.

                  "Effective Date": the date on which the conditions precedent
         set forth in Section 5.1 shall have been satisfied or waived.

                  "Eligible Assignee": means (a) a Lender or an Affiliate of a
         Lender, (b) a commercial bank organized under the laws of the United
         States or any state and having

<PAGE>

                                                                              10

         total assets in excess of $500,000,000 or an Affiliate of any such bank
         or (c) any other fund or financial institution or Affiliate or Approved
         Fund thereof that in the ordinary course of business extends credit or
         invests in extensions of credit of a type similar to the Revolving
         Credit Loans and has total assets of at least $100,000,000.

                  "Endorsements": as defined in Section 5.1(j)(ii).


                  "Environmental Laws": any and all foreign, Federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) regulating,
         relating to or imposing liability or standards of conduct concerning
         protection of the environment, as now or at any time hereafter in
         effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the maximum
         rates (expressed as a decimal fraction) of reserve requirements in
         effect on such day (including, without limitation, basic, supplemental,
         marginal and emergency reserves under any regulations of the Board or
         other Governmental Authority having jurisdiction with respect thereto)
         dealing with reserve requirements prescribed for eurocurrency funding
         (currently referred to as "Eurocurrency liabilities" in Regulation D of
         the Board) maintained by a member bank of the Federal Reserve System.

                  "Eurodollar Base Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         determined on the basis of the rate for deposits in Dollars for a
         period equal to such Interest Period commencing on the first day of
         such Interest Period appearing on Page 3750 of the Dow Jones Markets
         screen as of 11:00 A.M., London time, two Business Days prior to the
         beginning of such Interest Period. In the event that such rate does not
         appear on Page 3750 of the Dow Jones Markets screen (or otherwise on
         such screen), the "Eurodollar Base Rate" for purposes of this
         definition shall mean, with respect to each day during each Interest
         Period pertaining to a Eurodollar Loan, the rate at which the
         Administrative Agent is offered Dollar deposits by first class banks at
         or about 11:00 A.M., New York City time, two Business Days prior to the
         beginning of such Interest Period in the interbank eurodollar market
         for delivery on the first day of such Interest Period for the number of
         days comprised therein.

                  "Eurodollar Loans": Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                              Eurodollar Base Rate
                         ------------------------------
                    1.00 - Eurocurrency Reserve Requirements

<PAGE>

                                                                              11

                  "Eurodollar Tranche": the collective reference to Eurodollar
         Loans the then current Interest Periods with respect to all of which
         begin on the same date and end on the same later date (whether or not
         such Loans shall originally have been made on the same day).

                  "Event of Default": any of the events specified in Section 8,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
         excess, if any, of (a) the sum, without duplication, of (i)
         Consolidated Net Income for such fiscal year, (ii) an amount equal to
         the amount of all non-cash charges (including depreciation and
         amortization, but excluding any non-cash charges associated with any
         Permitted Receivables Financing) deducted in arriving at such
         Consolidated Net Income, (iii) decreases in Consolidated Working
         Capital for such fiscal year, (iv) an amount equal to the aggregate net
         non-cash loss on the Disposition of Property by the Borrower and its
         Subsidiaries during such fiscal year (other than sales of inventory in
         the ordinary course of business and sales of Receivables pursuant to
         any Permitted Receivables Financing), to the extent deducted in
         determining such Consolidated Net Income, (v) the net increase during
         such fiscal year (if any) in deferred tax accounts of the Borrower,
         (vi) the amount by which Consolidated Working Capital was increased as
         a result of the payment in such fiscal year of items referred to in
         clause (b)(xv) below, (vii) any unused CapEx Carryforward Amount from
         the prior fiscal year, (viii) decreases during such fiscal year in the
         retained interest of the Borrower and its Subsidiaries in any
         Securitization Entity resulting from the sale of Receivables to such
         Securitization Entity in connection with a Permitted Receivables
         Financing, (ix) any cash deposits returned to the Borrower and its
         Subsidiaries in respect of the Limited Originator Recourse during such
         fiscal year and (x) any decrease in the Notes Receivable during such
         fiscal year over (b) the sum, without duplication, of (i) an amount
         equal to the amount of all non-cash credits included in determining
         such Consolidated Net Income, (ii) the aggregate amount actually paid
         by the Borrower and its Subsidiaries in cash during such fiscal year on
         account of Capital Expenditures (excluding the principal amount of
         Indebtedness incurred in connection with such expenditures and any such
         expenditures financed with the proceeds of any portion of any
         Reinvestment Deferred Amount that exceeded any gain included in the
         determination of Consolidated Net Income recognized as a result of the
         event that gave rise to such Reinvestment Deferred Amount or Permitted
         Expenditure Amounts), (iii) the CapEx Carryforward Amount for such
         fiscal year, (iv) the aggregate amount of all prepayments of Revolving
         Credit Loans and Swing Line Loans during such fiscal year to the extent
         accompanying permanent optional reductions of the Revolving Credit
         Commitments and all optional prepayments of the Term Loans and other
         Funded Debt (to the extent such Funded Debt may not be reborrowed under
         the terms of such Funded Debt) during such fiscal year, (v) the
         aggregate amount of all regularly scheduled principal payments of
         Funded Debt (including, without limitation, the Term Loans) of the
         Borrower and its Subsidiaries made during such fiscal year (other than
         in respect of any revolving credit facility to the extent there is not
         an equivalent permanent reduction in commitments thereunder), (vi)
         increases in Consolidated Working Capital for such fiscal year, (vii)
         an amount equal to the aggregate net non-cash gain on the Disposition
         of Property by the Borrower and its Subsidiaries during such fiscal
         year (other than sales of

<PAGE>

                                                                              12

         inventory in the ordinary course of business), to the extent included
         in determining such Consolidated Net Income, (viii) the net decrease
         during such fiscal year (if any) in deferred tax accounts of the
         Borrower, (ix) any cash payments made during such period in permanent
         satisfaction of non-current liabilities of the Borrower and its
         Subsidiaries, (x) any cash payments made during such fiscal year in
         respect of restructuring charges to the extent not deducted in
         determining such Consolidated Net Income, (xi) any Restricted Payments
         permitted under Section 7.6 and made in cash during such fiscal year,
         (xii) increases during such fiscal year in the retained interest of the
         Borrower and its Subsidiaries in any Securitization Entity resulting
         from the sale of Receivables to such Securitization Entity in
         connection with a Permitted Receivables Financing, (xiii) any cash
         payments made during such fiscal year pursuant to Investments permitted
         under Sections 7.8(d), 7.8(i) (other than in respect of Acquisitions
         consummated in accordance with clause (i)(A)(y) of the proviso to
         Section 7.8(i)), 7.8(l) and 7.8(p) and which results in a net increase
         during such fiscal year in the outstanding or unreturned cash balance
         of such Investments, (xiv) any gain recognized as a result of any Asset
         Sale or Recovery Event to the extent such gain was included in
         determining such Consolidated Net Income, (xv) the amount of non-cash
         charges that decreased Consolidated Working Capital during such fiscal
         year which resulted from items that the Borrower reasonably determines
         in good faith are expected to be paid in cash in the immediately
         following fiscal year, (xvi) any cash deposits made by the Borrower and
         its subsidiaries pursuant to the Limited Originator Recourse during
         such fiscal year, (xvii) the amount of cash actually paid by the
         Borrower and its subsidiaries during such period in respect of fees and
         expenses associated with the negotiation, execution and delivery of
         this Agreement and any Permitted Receivables Financing refinancing or
         replacing the Initial Receivables Facility and (xviii) any increase in
         the Notes Receivable during such fiscal year.

                  "Excess Cash Flow Application Date": as defined in Section
         2.12(c).

                  "Exchange Act": as defined in Section 8(k).

                  "Excluded Subsidiaries": collectively, any Foreign
         Subsidiaries and any Securitization Entities.

                  "Existing Mortgages": the mortgages and deeds of trust made by
         any Loan Party in connection with the Existing Credit Agreement as
         listed on Schedule 1.1.

                  "Existing Title Policies": the collective reference to each of
         those certain existing policies of title insurance issued to the
         Administrative Agent pursuant to the Existing Credit Agreement in
         respect of the Mortgaged Properties as of the Original Closing Date.

                  "Exiting Lenders": as defined in Section 5.1(k).

                  "Exiting Term Loan Lenders": each of the Term Loan Lenders (as
         defined in the Existing Credit Agreement) under the Existing Credit
         Agreement other than Continuing Term Loan Lenders.

                  "Expenditure Use Amounts": at any date, the amount equal to
         the sum of (a) all amounts utilized by Holdings, the Borrower and its
         Subsidiaries as of such date to

<PAGE>

                                                                              13

         finance Capital Expenditures, other than Capital Expenditures which are
         (i) not in excess of the permitted Capital Expenditures for the
         relevant fiscal year as set forth in Section 7.7(a) and any CapEx
         Carryforward Amounts from the prior fiscal year, (ii) financed with
         Reinvestment Deferred Amounts, or (iii) attributable to all or a
         portion of the cost of Acquisitions or Subsidiary Acquisitions
         permitted under Section 7.8, (b) all amounts utilized by Holdings, the
         Borrower and its Subsidiaries as of such date to finance Acquisitions
         permitted pursuant to Section 7.8(i), except to the extent that the
         consideration (determined in accordance with Section 7.8(i)) for all
         such Acquisitions made since the Effective Date does not exceed
         $30,000,000 in the aggregate, (c) all amounts utilized by the Borrower
         as of such date to repurchase or redeem Senior Subordinated Notes
         permitted pursuant to Section 7.9(a) and (d) all amounts utilized by
         the Borrower and the Subsidiary Guarantors as of such date to finance
         Investments (other than Acquisitions) pursuant to Section 7.8(i),
         except to the extent that the consideration (determined in accordance
         with Section 7.8(i)) for all such Investments (other than Acquisitions)
         made since the Effective Date does not exceed $5,000,000 in the
         aggregate.

                  "Facility": each of (a) the Term Loan Commitments and the Term
         Loans made thereunder (the "Term Loan Facility") and (b) the Revolving
         Credit Commitments and the extensions of credit made thereunder (the
         "Revolving Credit Facility").

                  "Federal Funds Effective Rate": for any day, the weighted
         average of the rates on overnight federal funds transactions with
         members of the Federal Reserve System arranged by federal funds
         brokers, as published on the next succeeding Business Day by the
         Federal Reserve Bank of New York, or, if such rate is not so published
         for any day which is a Business Day, the average of the quotations for
         the day of such transactions received by the Reference Lender from
         three federal funds brokers of recognized standing selected by it.

                  "Foreign Subsidiary": any Subsidiary of the Borrower that is
         not a Domestic Subsidiary.

                  "Funded Debt": as to any Person, all Indebtedness of such
         Person that matures more than one year from the date of its creation or
         matures within one year from such date but is renewable or extendible,
         at the option of such Person, to a date more than one year from such
         date or arises under a revolving credit or similar agreement that
         obligates the lender or lenders to extend credit during a period of
         more than one year from such date, including, without limitation, all
         current maturities and current sinking fund payments in respect of such
         Indebtedness whether or not required to be paid within one year from
         the date of its creation and, in the case of the Borrower, Indebtedness
         in respect of the Loans, provided that (a) any Indebtedness of such
         Person in respect of the undrawn portion of any letter of credit shall
         not constitute Funded Debt of such Person and (b) any undrawn loan
         commitment or cash collateral deposit pursuant to the Limited
         Originator Recourse shall not constitute Funded Debt of the Borrower
         and its Subsidiaries.

                  "Funding Office": the office specified from time to time by
         the Administrative Agent as its funding office by notice to the
         Borrower and the Lenders.

<PAGE>

                                                                              14

                  "GAAP": generally accepted accounting principles in the United
         States of America as in effect from time to time, except that for
         purposes of Section 7.1, GAAP shall be determined on the basis of such
         principles in effect on the date hereof and consistent with those used
         in the preparation of the most recent audited financial statements
         delivered pursuant to Section 4.1(b), except that calculations made for
         purposes of determining compliance with Section 7.1 and for purposes of
         determining the Applicable Margin shall be made without giving effect
         to depreciation, amortization or other expenses to the extent recorded
         as a result of the application of purchase accounting in accordance
         with Accounting Principles Board Opinion Nos. 16 and 17. In the event
         that any "Accounting Change" (as defined below) shall occur and such
         change results in a change in the method of calculation of financial
         covenants, standards or terms in this Agreement, then the Borrower and
         the Administrative Agent agree to enter into negotiations in order to
         amend such provisions of this Agreement so as to equitably reflect such
         Accounting Changes with the desired result that the criteria for
         evaluating the Borrower's financial condition shall be the same after
         such Accounting Changes as if such Accounting Changes had not been
         made. Until such time as such an amendment shall have been executed and
         delivered by the Borrower, the Administrative Agent and the Required
         Lenders, all financial covenants, standards and terms in this Agreement
         shall continue to be calculated or construed as if such Accounting
         Changes had not occurred. "Accounting Changes" refers to changes in
         accounting principles required by the promulgation of any rule,
         regulation, pronouncement or opinion by the Financial Accounting
         Standards Board of the American Institute of Certified Public
         Accountants or, if applicable, the Securities and Exchange Commission
         (or successors thereto or agencies with similar functions).

                  "Governmental Authority": any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government (including, without
         limitation, the National Association of Insurance Commissioners).

                  "Guarantee and Collateral Agreement": the Amended and Restated
         Guarantee and Collateral Agreement to be executed and delivered by
         Holdings, Alliance Laundry Corporation, the Borrower and each
         Subsidiary Guarantor, substantially in the form of Exhibit A, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counterindemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any Indebtedness,
         leases, dividends or other obligations (the "primary obligations") of
         any other third Person (the "primary obligor") in any manner, whether
         directly or indirectly, including, without limitation, any obligation
         of the guaranteeing person, whether or not contingent, (i) to purchase
         any such primary obligation or any Property constituting direct or
         indirect security therefor, (ii) to advance or supply funds (1) for the
         purchase or payment of any such primary obligation or (2) to maintain
         working capital or equity capital of the primary obligor or otherwise
         to

<PAGE>

                                                                              15

         maintain the net worth or solvency of the primary obligor, (iii) to
         purchase Property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof; provided, however, that the
         term Guarantee Obligation shall not include endorsements of instruments
         for deposit or collection or standard contractual indemnities entered
         into, in each case, in the ordinary course of business. The amount of
         any Guarantee Obligation of any guaranteeing person shall be deemed to
         be the lower of (a) an amount equal to the stated or determinable
         amount of the primary obligation in respect of which such Guarantee
         Obligation is made and (b) the maximum amount for which such
         guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guarantee Obligation, unless such primary
         obligation and the maximum amount for which such guaranteeing person
         may be liable are not stated or determinable, in which case the amount
         of such Guarantee Obligation shall be such guaranteeing person's
         maximum reasonably anticipated liability in respect thereof as
         determined by the Borrower in good faith.

                  "Guarantors": the collective reference to Holdings, Alliance
         Laundry Corporation and the Subsidiary Guarantors.

                  "Hedge Agreements": all interest rate or currency swaps, caps
         or collar agreements or similar arrangements or foreign exchange
         contracts entered into by the Borrower or any of its Subsidiaries
         providing for protection against fluctuations in interest rates or
         currency exchange rates or the exchange of nominal interest
         obligations, either generally or under specific contingencies.

                  "Highest Lawful Rate": as defined in Section 10.15.

                  "Holdings": as defined in the Preamble to this Agreement.

                  "Indebtedness": of any Person at any date, without
         duplication, (a) all indebtedness of such Person for borrowed money,
         (b) all obligations of such Person for the deferred purchase price of
         Property or services (other than current accounts or trade payables and
         accrued expenses incurred in the ordinary course of such Person's
         business and excluding any such obligations arising under ERISA other
         than such obligations which must be satisfied within the succeeding
         twelve months) to the extent such obligations would appear as
         liabilities on a consolidated balance sheet of such Person prepared in
         accordance with GAAP, (c) all obligations of such Person evidenced by
         notes, bonds, debentures or other similar instruments, (d) all
         indebtedness created or arising under any conditional sale or other
         title retention agreement with respect to Property acquired by such
         Person (even though the rights and remedies of the seller or lender
         under such agreement in the event of default are limited to
         repossession or sale of such Property), (e) all Capital Lease
         Obligations of such Person, (f) the face amount of all obligations of
         such Person, contingent or otherwise, as an account party under
         acceptance, letter of credit or similar facilities, (g) all Guarantee
         Obligations of such Person in respect of obligations of the kind
         referred to in clauses (a) through (f) above, (h) all obligations of
         the kind referred to in clauses (a) through (g) above secured by (or

<PAGE>

                                                                              16

         for which the holder of such obligation has an existing right,
         contingent or otherwise, to be secured by) any Lien on Property
         (including, without limitation, accounts and contract rights) owned by
         such Person, whether or not such Person has assumed or become liable
         for the payment of such obligation, and (i) for the purposes of Section
         8(e) only, all obligations of such Person in respect of Hedge
         Agreements. The amount of any Indebtedness under (x) clause (h) shall
         be equal to the lesser of (A) the stated amount of the relevant
         obligations and (B) the fair market value of the Property subject to
         the relevant Lien and (y) clause (i) shall be the net amount, including
         any net termination payments, required to be paid to a counterparty
         rather than the notional amount of the applicable Hedge Agreement.

                  "Indemnified Liabilities": as defined in Section 10.5.

                  "Indemnitee": as defined in Section 10.5.

                  "Initial Receivables Facility": the $250,000,000 non-recourse
         off-balance sheet receivables purchase and equipment financing facility
         established by the Borrower on the Original Closing Date, as the same
         may be amended, modified, changed or replaced from time to time.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
         rights, priorities and privileges relating to intellectual property,
         whether arising under United States, multinational or foreign laws or
         otherwise, including, without limitation, copyrights, copyright
         licenses, patents, patent licenses, trademarks, trademark licenses,
         technology, know-how and processes, and all rights to sue at law or in
         equity for any infringement or other impairment thereof, including the
         right to receive all proceeds and damages therefrom.

                  "Interest Payment Date": (a) as to any Base Rate Loan, the
         first day of each April, July, October and January to occur while such
         Loan is outstanding and the final maturity date of such Loan, (b) as to
         any Eurodollar Loan having an Interest Period of three months or less,
         the last day of such Interest Period, (c) as to any Eurodollar Loan
         having an Interest Period longer than three months, each day which is
         three months, or a whole multiple thereof, after the first day of such
         Interest Period and the last day of such Interest Period and (d) as to
         any Loan (other than any Revolving Credit Loan that is a Base Rate Loan
         and any Swing Line Loan), the date of any repayment or prepayment made
         in respect thereof.

                  "Interest Period": as to any Eurodollar Loan, (a) initially,
         the period commencing on the borrowing or conversion date, as the case
         may be, with respect to such Eurodollar Loan and ending one, two, three
         or six months thereafter, as selected by the Borrower in its notice of
         borrowing or notice of conversion, as the case may be, given with
         respect thereto; and (b) thereafter, each period commencing on the last
         day of the next preceding

<PAGE>

                                                                              17

         Interest Period applicable to such Eurodollar Loan and ending one, two,
         three or six months thereafter, as selected by the Borrower by
         irrevocable notice to the Administrative Agent not less than three
         Business Days prior to the last day of the then current Interest
         Period with respect thereto; provided, that all of the foregoing
         provisions relating to Interest Periods are subject to the following:

                     (i)   if any Interest Period would otherwise end on a day
                  that is not a Business Day, such Interest Period shall be
                  extended to the next succeeding Business Day unless the result
                  of such extension would be to carry such Interest Period into
                  another calendar month in which event such Interest Period
                  shall end on the immediately preceding Business Day;

                     (ii)  (A) any Interest Period with respect to any Revolving
                  Credit Loan that would otherwise extend beyond the Revolving
                  Credit Termination Date shall end on the Revolving Credit
                  Termination Date and (B) any Interest Period with respect to
                  any Term Loan that would otherwise extend beyond the date
                  final payment is due on the Term Loans shall end on such due
                  date;

                     (iii) any Interest Period that begins on the last Business
                  Day of a calendar month (or on a day for which there is no
                  numerically corresponding day in the calendar month at the
                  end of such Interest Period) shall end on the last Business
                  Day of a calendar month; and

                     (iv)  the Borrower shall select Interest Periods so as not
                  to require a prepayment of any Eurodollar Loan during an
                  Interest Period for such Loan in connection with any scheduled
                  payment of principal with respect thereto.

                  "Investments": as defined in Section 7.8.

                  "Issuing Lender": any of (a) General Electric Capital
         Corporation, (b) any commercial bank reasonably acceptable to the
         Borrower which is designated as the "Issuing Lender" by the
         Administrative Agent and subject to a Master L/C Agreement with the
         Administrative Agent or (c) any Revolving Credit Lender, in each case,
         in its capacity as issuer of any Letter of Credit.

                  "L/C Commitment": $30,000,000.

                  "L/C Fee Payment Date": the first day of each April, July,
         October and January and the last day of the Revolving Credit Commitment
         Period.

                  "L/C Obligations": at any time, an amount equal to the sum of
         (a) the aggregate then undrawn and unexpired amount of the then
         outstanding Letters of Credit and (b) the aggregate amount of drawings
         under Letters of Credit which have not then been reimbursed pursuant to
         Section 3.5.

                  "L/C Participants": the collective reference to all the
         Revolving Credit Lenders.

<PAGE>

                                                                              18

                  "Lender Addendum": with respect to any initial Lender, a
         Lender Addendum, substantially in the form of Exhibit J, to be executed
         and delivered by such Lender on the Effective Date as provided in
         Section 10.19.

                  "Lenders": as defined in the Preamble to this Agreement.

                  "Letters of Credit": as defined in Section 3.1(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever,
         in each case, for the purpose of securing any obligation of any Person
         (including, without limitation, any conditional sale or other title
         retention agreement and any capital lease having substantially the same
         economic effect as any of the foregoing).

                  "Limited Originator Recourse": a letter of credit, revolving
         loan commitment, cash collateral account or other such credit
         enhancement issued in connection with the incurrence of Indebtedness by
         a Securitization Entity under a Permitted Receivables Financing;
         provided that, the aggregate amount of such letter of credit
         reimbursement obligations and the aggregate available amount of such
         revolving loan commitments, cash collateral accounts or other such
         credit enhancements of the Borrower and the Subsidiary Guarantors shall
         not exceed 15.0% of the principal amount of such Indebtedness at any
         time.

                  "Loan": any loan made by any Lender pursuant to this
         Agreement

                  "Loan Documents": this Agreement, the Security Documents, the
         Notes and the Applications.

                  "Loan Parties": Holdings, the Borrower, Alliance Laundry
         Corporation and each Subsidiary of the Borrower which is a party to a
         Loan Document.

                  "Majority Facility Lenders": with respect to any Facility, the
         holders of more than 50% of the aggregate unpaid principal amount of
         the Term Loans or the Total Revolving Extensions of Credit, as the case
         may be, outstanding under such Facility (or, in the case of the
         Revolving Credit Facility, prior to any termination of the Revolving
         Credit Commitments, the holders of more than 50% of the Total Revolving
         Credit Commitments).

                  "Majority Revolving Credit Facility Lenders": the Majority
         Facility Lenders in respect of the Revolving Credit Facility.

                  "Management Notes": as defined in Section 7.6(b).

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, assets, property or condition (financial or otherwise) of
         the Borrower and its Subsidiaries taken as a whole or (b) the validity
         or enforceability of this Agreement or any of the other Loan

<PAGE>

                                                                              19

         Documents or the rights or remedies, taken as a whole, of the
         Administrative Agent or the Lenders hereunder or thereunder.

                  "Material Subsidiary": any Subsidiary of Holdings or the
         Borrower which has assets (valued at their fair market value) or annual
         revenues which are in excess of $2,500,000.

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Merger Agreement": Agreement and Plan of Merger, dated as of
         February 21, 1998, among Bain/RCL, RCL Acquisitions, L.L.C., Holdings
         and Raytheon (as amended, supplemented or otherwise modified from time
         to time in accordance with the terms hereof).

                  "Mortgage Amendments": the amendments to the Existing
         Mortgages executed and delivered by any Loan Party, substantially in
         the form of Exhibit D-2 hereto (with such modifications thereto as the
         Administrative Agent on or before the Effective Date shall reasonably
         determine is necessary in any state to maintain the priority of the
         mortgage Lien encumbering the relevant Mortgaged Property), as the same
         may be amended, supplemented or otherwise modified from time to time.

                  "Mortgaged Properties": the real properties listed on Schedule
         1.1, as to which the Administrative Agent for the benefit of the
         Secured Parties has been or shall be granted a Lien pursuant to the
         Mortgages.

                  "Mortgages": each of (i) the Existing Mortgages and (ii) the
         mortgages and deeds of trust made by any Loan Party in favor of, or for
         the benefit of, the Administrative Agent for the benefit of the Secured
         Parties, substantially in the form of Exhibit D (with such changes
         thereto as shall be advisable under the law of the jurisdiction in
         which such mortgage or deed of trust is to be recorded), as the same
         may be amended, supplemented or otherwise modified from time to time.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds": (a) in connection with any Asset Sale or
         any Recovery Event, the proceeds thereof in the form of cash and Cash
         Equivalents (including any such proceeds received by way of deferred
         payment of principal pursuant to a note or installment receivable or
         purchase price adjustment receivable or the sale or disposition of any
         non-cash consideration or otherwise, but only as and when received and
         excluding the portion of such deferred payment constituting interest)
         of such Asset Sale or Recovery Event, net of attorneys' fees,
         accountants' fees, investment banking fees, amounts required to be
         applied to the repayment of Indebtedness secured by a Lien expressly
         permitted hereunder on any asset which is the subject of such Asset
         Sale or

<PAGE>

                                                                              20

         Recovery Event (other than any Lien pursuant to a Security Document)
         and other customary costs, fees and expenses actually incurred in
         connection therewith and net of taxes paid or reasonably estimated to
         be payable as a result thereof (after taking into account any
         available tax credits or deductions and any tax sharing arrangements)
         and net of amounts deposited in escrow in connection therewith or
         reasonably expected to be paid as a result of any purchase price
         adjustment, indemnities or reserves related thereto (such amounts
         shall be Net Cash Proceeds to the extent and at the time released or
         not required to be so used) and (b) in connection with any issuance or
         sale of equity securities or debt securities or instruments or the
         incurrence of loans or capital contribution, the cash proceeds
         received from such issuance, incurrence or capital contribution, net
         of attorneys' fees, investment banking fees, accountants' fees,
         underwriting discounts and commissions and other customary fees and
         expenses actually incurred in connection therewith.

                  "Non-Excluded Taxes": as defined in Section 2.20(a).

                  "Non-U.S. Lender": as defined in Section 2.20(d).

                  "Notes": the collective reference to any promissory note
         evidencing Loans.

                  "Notes Receivable": as to the Borrower or any of its
         Subsidiaries, any right to payment in respect of loans or finance
         leases made by the Borrower or such Subsidiary to its customers or
         users of the Borrower's or any Subsidiary's product or customers of
         distributors of such products in the ordinary course of business.

                  "Obligations": the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity of
         the Loans and Reimbursement Obligations and interest accruing after the
         filing of any petition in bankruptcy, or the commencement of any
         insolvency, reorganization or like proceeding, relating to the
         Borrower, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding) the Loans and Reimbursement
         Obligations and all other obligations and liabilities of the Borrower
         to the Administrative Agent or to any Lender (or, in the case of Hedge
         Agreements, any affiliate of any Lender), whether direct or indirect,
         absolute or contingent, due or to become due, or now existing or
         hereafter incurred, which may arise under, out of, or in connection
         with, this Agreement, any other Loan Document, the Letters of Credit,
         any Hedge Agreement entered into with any Lender or any affiliate of
         any Lender, or any other document made, delivered or executed by any
         Loan Party in connection herewith or therewith, whether on account of
         principal, interest, reimbursement obligations, fees, indemnities,
         costs, expenses (including, without limitation, all fees, charges and
         disbursements of counsel to the Administrative Agent or to any Lender
         that are required to be paid by the Borrower pursuant hereto) or
         otherwise.

                  "Other Taxes": any and all present or future stamp or
         documentary taxes or any other excise or property taxes, charges or
         similar levies arising from any payment made hereunder or from the
         execution, delivery or enforcement of, or otherwise with respect to,
         this Agreement or any other Loan Document.

<PAGE>

                                                                              21

                  "Original Closing Date":  May 5, 1998.

                  "Participant":  as defined in Section 10.6(b).

                  "Payment Office": the office specified from time to time by
         the Administrative Agent as its payment office by notice to the
         Borrower and the Lenders.

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Perfection Certificate": a certificate in the form of Annex 2
         to the Guarantee and Collateral Agreement or any other form approved by
         the Administrative Agent.

                  "Permitted Co-Investors": (i) BRS, BCB Family Partners, L.P.,
         NAZ Family Partners, L.P., Paul D. Kaminski, Bruce C. Bruckmann, Donald
         J. Bruckmann, Harold O. Rosser, Stephen C. Sherrill, H. Virgil
         Sherrill, Nancy A. Zweng, John Rice Emunds, Susan Kaider, Marilena
         Tibrea, Walker C. Simmons, MLPF&S Custodian FBO Paul Kaminski, and
         BRS/RCL Investment Corp. or (ii) any Person or Persons which acquired
         the Capital Stock of Holdings owned by such Persons referred to in the
         preceding clause (i) on the Original Closing Date with the consent of
         Bain/RCL, and in the case of each of clauses (i) and (ii) above, any of
         their respective Related Parties and Control Investment Affiliates.

                  "Permitted Expenditure Amounts": at any date, the amount equal
         to (a) the sum of (i) all Designated Equity Amounts as of such date,
         (ii) any portion of the Excess Cash Flow of the Borrower for fiscal
         years completed since the Effective Date which was not required to be
         applied toward the prepayment of the Term Loan and the reduction of the
         Revolving Credit Commitments pursuant to the provisions of Section
         2.12(c) and (iii) 50% of the aggregate Prepayment Amounts declined by
         the Term Loan Lenders pursuant to Section 2.18(d) as of such date minus
         (b) the aggregate amount of Expenditure Use Amounts as of such date.

                  "Permitted Investors": the collective reference to the
         Sponsor, the Bain Investors and their respective Related Parties and
         Control Investment Affiliates.

                  "Permitted Receivables Financing": (a) the Initial Receivables
         Facility, as the same may be amended, modified, changed or replaced
         from time to time and/or (b) any other off-balance sheet transaction
         providing for the sale of Receivables by the Borrower and its
         Subsidiaries to a Securitization Entity or any other Person (other than
         Holdings, the Borrower or any of their respective Subsidiaries) which
         transaction may include limited recourse to the Borrower and its
         Subsidiaries (not to exceed the Limited Originator Recourse) based on
         the collectability of the Receivables sold.

                  "Person": an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture, Governmental Authority or
         other entity of whatever nature.

<PAGE>

                                                                              22

                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Borrower or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                  "Prepayment Amounts": as defined in Section 2.18(d).

                  "Prepayment Date": as defined in Section 2.18(d).

                  "Prepayment Option Notice": as defined in Section 2.18(d).

                  "Pricing Grid": the pricing grid attached hereto as Annex A.

                  "Pro Forma Balance Sheet": as defined in Section 4.1(a).

                  "Projections": as defined in Section 6.2(c).

                  "Properties": as defined in Section 4.17(a).

                  "Property": any right or interest in or to property of any
         kind whatsoever, whether real, personal or mixed and whether tangible
         or intangible, including, without limitation, Capital Stock.

                  "Qualified Counterparty": with respect to any Specified Hedge
         Agreement, any counterparty thereto that, at the time such Specified
         Hedge Agreement was entered into, was a Lender or an affiliate of a
         Lender.

                  "Raytheon": Raytheon Company, a Delaware corporation.

                  "Recapitalization": the leveraged recapitalization transaction
         involving Bain/RCL, RCL Acquisition, L.L.C., Holdings and Raytheon
         consummated pursuant to the Merger Agreement.

                  "Recapitalization Documents": the collective reference to the
         Merger Agreement and all other documents and agreements delivered in
         connection therewith on the Original Closing Date.

                  "Receivables": as to the Borrower or any of its Subsidiaries,
         collectively, the Accounts Receivable and Notes Receivable of the
         Borrower or such Subsidiary, as the case may be.

                  "Recovery Event": any settlement of or payment in respect of
         any property or casualty insurance claim or any condemnation proceeding
         relating to any asset of Holdings, the Borrower or any of its
         Subsidiaries with a value in excess of $500,000.

                  "Reference Lender": Citibank, N.A. or its successor.

                  "Refunded Swing Line Loans": as defined in Section 2.7(b).

<PAGE>

                                                                              23

                  "Refunding Date": as defined in Section 2.7(c).

                  "Register": as defined in Section 10.6(d).

                  "Regulation U": Regulation U of the Board as in effect from
         time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
         reimburse the relevant Issuing Lender or the Administrative Agent, as
         the case may be, pursuant to Section 3.5 for amounts drawn under
         Letters of Credit.

                  "Reinvestment Deferred Amount": with respect to any
         Reinvestment Event, the aggregate Net Cash Proceeds received by
         Holdings, the Borrower or any of its Subsidiaries in connection
         therewith which are not applied to prepay the Term Loans or reduce the
         Revolving Credit Commitments pursuant to Section 2.12(b) as a result of
         the delivery of a Reinvestment Notice.

                  "Reinvestment Event": any Asset Sale or Recovery Event in
         respect of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice": a written notice executed by a
         Responsible Officer stating that no Event of Default has occurred and
         is continuing and that the Borrower (directly or indirectly through a
         Subsidiary Guarantor) (in the case of any Asset Sale or Recovery Event
         relating to assets of the Borrower or a Subsidiary Guarantor) or any
         Subsidiary (in the case of any Asset Sale or Recovery Event relating to
         assets of a Subsidiary which is not a Subsidiary Guarantor) intends and
         expects to use all or a specified portion of the Net Cash Proceeds of
         an Asset Sale or Recovery Event to acquire assets (directly or through
         the purchase of the Capital Stock of a Person pursuant to an
         Acquisition or (in the case of any Asset Sale or Recovery Event
         relating to assets of a Subsidiary which is not a Subsidiary Guarantor
         or the Capital Stock of any such Subsidiary) Subsidiary Acquisition)
         useful in its business.

                  "Reinvestment Prepayment Amount": with respect to any
         Reinvestment Event, the Reinvestment Deferred Amount relating thereto
         less any amount expended prior to the relevant Reinvestment Prepayment
         Date to acquire assets (directly or through the purchase of the Capital
         Stock of a Person pursuant to an Acquisition or (in the case of any
         Asset Sale or Recovery Event relating to assets of a Subsidiary which
         is not a Subsidiary Guarantor or the Capital Stock of any such
         Subsidiary) Subsidiary Acquisition) useful in the Borrower's or any of
         its Subsidiaries' business.

                  "Reinvestment Prepayment Date": with respect to any
         Reinvestment Event, the earlier of (a) the date occurring six months
         after such Reinvestment Event (or (i) in the case of any Reinvestment
         Event arising out of any Asset Sale in connection with the Ripon
         Transition, the date occurring nine months after such Reinvestment
         Event, or (ii) in the case of any Reinvestment Event arising out of a
         casualty insurance claim where the Borrower or any of its Subsidiaries
         is rebuilding or restoring the property subject to such casualty, the
         date occurring twelve months after such Reinvestment Event) and (b) the
         date on which the Borrower shall have determined not to, or shall have
         otherwise ceased to, acquire assets (directly or through the purchase
         of the Capital Stock of a

<PAGE>

                                                                              24

         Person pursuant to an Acquisition or (in the case of any Asset Sale or
         Recovery Event relating to assets of a Subsidiary which is not a
         Subsidiary Guarantor or the Capital Stock of any such Subsidiary)
         Subsidiary Acquisition) useful in the Borrower's or any of its
         Subsidiaries' business with all or any portion of the relevant
         Reinvestment Deferred Amount.

                  "Related Party": with respect to any Person, any stockholder,
         officer, employee or partner of such Person and (a) trusts for the
         benefit of such Person or the spouses, issue, parents or other
         relatives of such Person, (b) entities controlling or controlled by
         such Person and (c) in the event of the death of any such individual
         Person, heirs or testamentary legatees of such Person.

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the notice period
         is waived under subsections .22, .23, .25, .27 or .28 of PBGC Reg. (S)
         4043.

                  "Required Lenders": at any time, the holders of more than 50%
         of (a) until the Effective Date, the Commitments and (b) thereafter,
         the sum of (i) the aggregate unpaid principal amount of the Term Loans
         then outstanding and (ii) the Total Revolving Credit Commitments then
         in effect or, if the Revolving Credit Commitments have been terminated,
         the Total Revolving Extensions of Credit then outstanding.

                  "Required Prepayment Lenders": the Majority Facility Lenders
         in respect of each Facility.

                  "Requirement of Law": as to any Person, the Certificate of
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its Property or to which such Person or any of its Property is
         subject.

                  "Responsible Officer": the chief executive officer, president
         or chief financial officer of the Borrower, but in any event, with
         respect to financial matters, the chief financial officer of the
         Borrower.

                  "Restricted Payments":  as defined in Section 7.6.

                  "Revolving Credit Commitment": as to any Lender, the
         obligation of such Lender, if any, to make Revolving Credit Loans and
         participate in Swing Line Loans and Letters of Credit (or guarantees by
         the Administrative Agent in respect of Letters of Credit issued by
         Issuing Lenders which are not Lenders), in an aggregate principal
         and/or face amount not to exceed the amount set forth under the heading
         "Revolving Credit Commitment" opposite such Lender's name on Schedule 1
         to the Lender Addendum delivered by such Lender, or, as the case may
         be, in the Assignment and Acceptance pursuant to which such Lender
         became a party hereto, as the same may be changed from

<PAGE>

                                                                              25

         time to time pursuant to the terms hereof. The original amount of the
         Total Revolving Credit Commitments is $45,000,000.

                  "Revolving Credit Commitment Increase Notice": as defined in
         Section 2.4A(a).

                  "Revolving Credit Commitment Period": the period from and
         including the Effective Date to the Revolving Credit Termination Date.

                  "Revolving Credit Facility": as defined in the definition of
         "Facility" contained in this Section 1.1.

                  "Revolving Credit Lender": each Lender which has a Revolving
         Credit Commitment or which is the holder of Revolving Credit Loans.

                  "Revolving Credit Loans": as defined in Section 2.4.

                  "Revolving Credit Offered Increase Amount": as defined in
         Section 2.4A(a).

                  "Revolving Credit Percentage": as to any Revolving Credit
         Lender at any time, the percentage which such Lender's Revolving Credit
         Commitment then constitutes of the Total Revolving Credit Commitments
         (or, at any time after the Revolving Credit Commitments shall have
         expired or terminated, the percentage which the aggregate principal
         amount of such Lender's Revolving Extensions of Credit then outstanding
         constitutes of the aggregate principal amount of the Revolving
         Extensions of Credit of all the Revolving Credit Lenders then
         outstanding).

                  "Revolving Credit Re-Allocation Date": as defined in Section
         2.4A(d).

                  "Revolving Credit Termination Date": the fifth anniversary of
         the Effective Date.

                  "Revolving Extensions of Credit": as to any Revolving Credit
         Lender at any time, an amount equal to the sum of (a) the aggregate
         principal amount of all Revolving Credit Loans made by such Lender then
         outstanding, (b) such Lender's Revolving Credit Percentage of the L/C
         Obligations then outstanding and (c) such Lender's Revolving Credit
         Percentage of the aggregate principal amount of Swing Line Loans then
         outstanding.

                  "Ripon Transition": collectively, (a) the establishment of the
         capability to manufacture small-chassis frontload washers and dryers at
         the manufacturing facility located in Ripon, Wisconsin and (b) the
         Disposition by the Borrower and its Subsidiaries of Property located at
         the Ripon facility on the Original Closing Date which is not intended
         to be used at the Ripon facility after the establishment of the
         manufacturing capability described in clause (a).

                  "Sale/Leaseback Transaction":  as defined in Section 7.11.

                  "Secured Parties": as defined in the Guarantee and Collateral
         Agreement.

<PAGE>

                                                                              26

                  "Securities Act":  the Securities Act of 1933, as amended.

                  "Securitization Documentation": the collective reference to
         the documentation pursuant to which any Permitted Receivables Financing
         is established and maintained.

                  "Securitization Entity": as to the Borrower or any of its
         Subsidiaries, a corporation, partnership, trust, limited liability
         company or other entity that is formed by the Borrower or such
         Subsidiary for the purpose of purchasing or financing Receivables of
         the Borrower and/or its Subsidiaries pursuant to any Permitted
         Receivables Financing and that is designated as a "Securitization
         Entity" in a written notice delivered to the Administrative Agent by
         the Borrower (including Alliance Commercial Appliances Receivables LLC,
         Alliance Commercial Appliances Finance LLC and Alliance Laundry
         Receivables Warehouse, LLC) so long as (a) such corporation,
         partnership, trust, limited liability company or other entity engages
         in no business and incurs no Indebtedness or other liabilities or
         obligations other than those related to or incidental to the relevant
         Permitted Receivables Financing, (b) neither the Borrower nor any
         Subsidiary issues or incurs any Indebtedness or Guarantee Obligations
         (other than Limited Originator Recourse) in respect of, or grants any
         Lien on any of its assets or properties to secure, any Indebtedness,
         liabilities or other obligations of such corporation, partnership,
         trust, limited liability company or other entity or otherwise relating
         to such Permitted Receivables Financing, (c) neither Holdings, the
         Borrower nor any of their respective Subsidiaries has any material
         contract, agreement, arrangement or understanding other than on terms
         no less favorable to Holdings, the Borrower or such Subsidiary than
         those that might be obtained at that time from Persons that are not
         Affiliates of the Borrower, other than fees payable in the ordinary
         course of business in connection with servicing receivables of such
         entity, and (d) neither Holdings, the Borrower nor any of their
         respective Subsidiaries has any obligation to maintain such entity's
         financial condition or cause such entity to achieve certain levels of
         operating results (other than those related to or incidental to the
         relevant Permitted Receivables Financing).

                  "Security Documents": the collective reference to the
         Guarantee and Collateral Agreement, the Mortgages, the Mortgage
         Amendments and all other security documents hereafter delivered to and
         accepted by the Administrative Agent granting a Lien on any Property of
         any Person to secure the obligations and liabilities of any Loan Party
         under any Loan Document.

                  "Seller Preferred Membership Interests": preferred limited
         liability company interests of Holdings owned by Raytheon as of the
         Original Closing Date having an initial aggregate liquidation
         preference of $6,000,000 (as amended, supplemented or otherwise
         modified from time to time in accordance with the terms hereof).

                  "Seller Securities": the collective reference to the
         Subordinated Seller Notes and the Seller Preferred Membership
         Interests.

                  "Senior Subordinated Note Indenture": the indenture entered
         into by the Borrower and certain of its Subsidiaries in connection with
         the issuance of the Senior Subordinated Notes on the Original Closing
         Date, together with all instruments and other

<PAGE>

                                                                              27

         agreements entered into on the Original Closing Date by the Borrower or
         such Subsidiaries in connection therewith, as the same may be amended,
         supplemented or otherwise modified from time to time in compliance with
         Section 7.9.

                  "Senior Subordinated Notes": the 9 5/8% Senior Subordinated
         Notes due 2008 issued pursuant to the Senior Subordinated Note
         Indenture and any senior subordinated notes having the same terms and
         conditions as such Senior Subordinated Notes issued in exchange for
         such Senior Subordinated Notes pursuant to the Senior Subordinated Note
         Indenture, as the same may be amended, supplemented or otherwise
         modified from time to time in compliance with Section 7.9.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Solvent": when used with respect to any Person, means that,
         as of any date of determination, (a) the amount of the "present fair
         saleable value" of the assets of such Person will, as of such date,
         exceed the amount of all "liabilities of such Person, contingent or
         otherwise", as of such date, as such quoted terms are determined in
         accordance with applicable federal and state laws governing
         determinations of the insolvency of debtors, (b) the "present fair
         saleable value" (as determined in accordance with applicable federal
         and state laws governing determination of the insolvency of debtors) of
         the assets of such Person will, as of such date, be greater than the
         amount that will be required to pay the liability of such Person on its
         debts as such debts become absolute and matured, (c) such Person will
         not have, as of such date, an unreasonably small amount of capital with
         which to conduct its business, and (d) such Person will be able to pay
         its debts as they mature. For purposes of this definition, (i) "debt"
         means liability on a "claim", (ii) "claim" means any (x) right to
         payment, whether or not such a right is reduced to judgment,
         liquidated, unliquidated, fixed, contingent, matured, unmatured,
         disputed, undisputed, legal, equitable, secured or unsecured or (y)
         right to an equitable remedy for breach of performance if such breach
         gives rise to a right to payment, whether or not such right to an
         equitable remedy is reduced to judgment, fixed, contingent, matured or
         unmatured, disputed, undisputed, secured or unsecured, and (iii) the
         Borrower may assume, so long as no Default or Event of Default shall
         have occurred and be continuing at the time such assumption is made,
         that all or a portion of the outstanding Term Loans or Indebtedness
         permitted under Section 7.2(f) will be refinanced at the maturity
         thereof.

                  "Specified Change of Control": a "Change of Control" as
         defined in the Senior Subordinated Note Indenture.

                  "Specified Hedge Agreement": any Hedge Agreement entered into
         by (a) the Borrower or any of its Subsidiaries and (b) any Person that,
         at the time such Hedge Agreement is entered into, is a Qualified
         Counterparty.

                  "Sponsor": Bain Capital Partners, LLC

<PAGE>

                                                                              28

                  "Subordinated Seller Notes": subordinated notes of Holdings in
         an initial aggregate principal amount of $9,000,000 issued to Raytheon
         (as amended, supplemented or otherwise modified from time to time in
         accordance with the terms hereof).

                  "Subsidiary": as to any Person, a corporation, partnership,
         limited liability company or other entity of which shares of stock or
         other ownership interests having ordinary voting power (other than
         stock or such other ownership interests having such power only by
         reason of the happening of a contingency) to elect a majority of the
         board of directors or other managers of such corporation, partnership
         or other entity are at the time owned, or the management of which is
         otherwise controlled, directly or indirectly through one or more
         intermediaries, or both, by such Person. Unless otherwise qualified,
         (a) all references to a "Subsidiary" or to "Subsidiaries" in this
         Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower
         and (b) except as otherwise expressly provided herein, for purposes of
         this Agreement, (i) no Securitization Entity shall be a Subsidiary of
         the Borrower or Holdings and (ii) ALSA shall not be a Subsidiary of the
         Borrower or Holdings unless the Administrative Agent and the Borrower
         shall otherwise agree.

                  "Subsidiary Acquisition": any Investment (other than an
         Acquisition) which results in the creation or acquisition of a
         Subsidiary.

                  "Subsidiary Guarantor": each Subsidiary of the Borrower other
         than any Excluded Subsidiary.

                  "Swing Line Commitment": the obligation of the Swing Line
         Lender to make Swing Line Loans pursuant to Section 2.6 in an aggregate
         principal amount at any one time outstanding not to exceed the lesser
         of (a) $7,500,000 and (b) the Revolving Credit Commitment of the Swing
         Line Lender minus the Revolving Extensions of Credit of the Swing Line
         Lender.

                  "Swing Line Lender": General Electric Capital Corporation, in
         its capacity as the lender of Swing Line Loans.

                  "Swing Line Loans":  as defined in Section 2.6.

                  "Swing Line Participation Amount": as defined in Section
         2.7(c).

                  "Syndication Agent": as defined in the Preamble to this
         Agreement.

                  "Tax Refund":  as defined in Section 2.20(f).

                  "Term Loan":  as defined in Section 2.1.

                  "Term Loan Commitment": as to each Term Loan Lender, the
         obligation of such Lender, if any, to make a Term Loan to the Borrower
         hereunder in a principal amount not to exceed the amount set forth
         under the heading "Term Loan Commitment" opposite such Lender's name on
         Schedule 1 to the Lender Addendum delivered by such Lender, or, as the
         case may be, in the Assignment and Acceptance pursuant to which such
         Lender

<PAGE>

                                                                              29

         became a party hereto,. The original aggregate amount of the Term Loan
         Commitments is $193,000,000.

                  "Term Loan Facility": as defined in the definition of
         "Facility" contained in this Section 1.1.

                  "Term Loan Lender": each Lender which has a Term Loan
         Commitment or which is the holder of a Term Loan.

                  "Term Loan Maturity Date": the date that is the fifth
         anniversary of the Effective Date.

                  "Term Loan Percentage": as to any Lender at any time, the
         percentage which such Lender's Term Loan Commitment then constitutes of
         the aggregate Term Loan Commitments (or, at any time after the
         Effective Date, the percentage which the principal amount of such
         Lender's Term Loan then outstanding constitutes of the aggregate
         principal amount of the Term Loans then outstanding); provided, that
         solely for purposes of calculating the amount of each installment of
         Term Loans (other than the last installment) payable to a Term Loan
         Lender pursuant to Section 2.3, such Term Loan Lender's Term Loan
         Percentage shall be calculated without giving effect to any portion of
         any prior mandatory or optional prepayment attributable to such Term
         Loan Lender's Term Loans which shall have been declined by such Term
         Loan Lender (or, in the case of any Term Loan Lender which shall have
         acquired its Term Loans by assignment from another Person, by such
         other Person).

                  "Total Revolving Credit Commitments": at any time, the
         aggregate amount of the Revolving Credit Commitments then in effect.

                  "Total Revolving Extensions of Credit": at any time, the
         aggregate amount of the Revolving Extensions of Credit of the Revolving
         Credit Lenders outstanding at such time.

                  "Transferee": as defined in Section 10.14.

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
         Eurodollar Loan.

                  "UCC Filing Collateral": Collateral (other than fixtures) as
         to which filing financing statements under the Uniform Commercial Code
         of the applicable jurisdiction is an appropriate method of perfection
         of a security interest in such Collateral.

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
         all of the Capital Stock of which (other than directors' qualifying
         shares required by law and/or other nominal amounts of shares or other
         equity interests required by law to be held other

<PAGE>

                                                                              30

         than by such Person) is owned by such Person directly and/or through
         other Wholly Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
         that is a Wholly Owned Subsidiary of Holdings or the Borrower.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

                  (b) As used herein and in the other Loan Documents, and in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to Holdings, the Borrower and its Subsidiaries not
defined in Section 1.1 and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Term Loan Commitments. Subject to the terms and conditions
hereof, and after giving effect to Sections 10.17 and 10.18(b), each Term Loan
Lender severally agrees to make a term loan (each, a "Term Loan") to the
Borrower on the Effective Date in an amount equal to the amount of the Term Loan
Commitment of such Lender, provided that each Continuing Term Loan Lender shall
be deemed to have made available to the Administrative Agent the principal
amount then outstanding of the Term Loan (as defined in the Existing Credit
Agreement) of such Continuing Term Loan Lender under the Existing Credit
Agreement. The Term Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.13.

                  2.2 Procedure for Term Loan Borrowing. The Borrower shall give
the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, on the
Effective Date) requesting that the Term Loan Lenders make the Term Loans on the
Effective Date. Upon receipt of such notice the Administrative Agent shall
promptly notify each Term Loan Lender thereof. Not later than 12:00 Noon, New
York City time, subject to Sections 10.17 and 10.18(b), on the Effective Date
each Term Loan Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Term Loan
to be made by such Lender. Subject to Sections 10.17 and 10.18(b), the
Administrative Agent shall transfer to the account of the Borrower specified by
the Borrower the aggregate of the amounts made available to the Administrative
Agent by the Term Loan Lenders in immediately available funds.

<PAGE>

                                                                              31

                  2.3 Repayment of Term Loans. The Borrower shall pay to the
Administrative Agent, for the account of the Term Loan Lenders, the principal
amount of the Term Loans in twenty consecutive quarterly installments payable on
the last day of March, June, September and December of each year, commencing on
September 30, 2002, each of which shall be in an amount equal to the amount set
forth below opposite such installment (and, upon receipt thereof, the
Administrative Agent will distribute to each Term Loan Lender its Term Loan
Percentage of each such payment):

                     Installment                                Principal Amount
                     -----------                                ----------------

                     September 30, 2002                            $  2,500,000
                     December 31, 2002                             $  2,500,000
                     March 31, 2003                                $  2,500,000
                     June 30, 2003                                 $  2,500,000
                     September 30, 2003                            $  2,500,000
                     December 31, 2003                             $  2,500,000
                     March 31, 2004                                $  2,500,000
                     June 30, 2004                                 $  2,500,000
                     September 30, 2004                            $  3,750,000
                     December 31, 2004                             $  3,750,000
                     March 31, 2005                                $  3,750,000
                     June 30, 2005                                 $  3,750,000
                     September 30, 2005                            $  3,750,000
                     December 31, 2005                             $  3,750,000
                     March 31, 2006                                $  3,750,000
                     June 30, 2006                                 $  3,750,000
                     September 30, 2006                            $  6,250,000
                     December 31, 2006                             $  6,250,000
                     March 31, 2007                                $  6,250,000
                     Term Loan Maturity Date                       $124,250,000

                  2.4 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Borrower from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender's Revolving
Credit Percentage of the sum of (i) the L/C Obligations then outstanding and
(ii) the aggregate principal amount of the Swing Line Loans then outstanding,
does not exceed the amount of such Lender's Revolving Credit Commitment. During
the Revolving Credit Commitment Period, the Borrower may use the Revolving
Credit Commitments by borrowing or prepaying and reborrowing the Revolving
Credit Loans in whole or in part, all in accordance with the terms and
conditions hereof. The Revolving Credit Loans may from time to time be
Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified
to the Administrative Agent in accordance with Sections 2.5 and 2.13, provided
that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the Revolving Credit Termination Date.

<PAGE>

                                                                              32

                  (b) The Borrower shall repay all outstanding Revolving Credit
Loans on the Revolving Credit Termination Date.

                  2.4A Revolving Credit Commitment Increases.

                  (a) In the event that the Borrower wishes to increase the
Total Revolving Credit Commitments at any time when no Default or Event of
Default has occurred and is continuing, it shall notify the Administrative Agent
in writing of the amount (the "Revolving Credit Offered Increase Amount") of
such proposed increase (such notice, a "Revolving Credit Commitment Increase
Notice") in a maximum amount equal to $5,000,000. The Borrower may, at its
election, (i) offer one or more of the Lenders the opportunity to provide all or
a portion of the Revolving Credit Offered Increase Amount pursuant to paragraph
(c) below and/or (ii) with the consent of the Agents (which consent shall not be
unreasonably withheld), offer one or more additional banks, financial
institutions or other entities the opportunity to provide all or a portion of
the Revolving Credit Offered Increase Amount pursuant to paragraph (b) below.
The Revolving Credit Commitment Increase Notice shall specify which Lenders
and/or banks, financial institutions or other entities the Borrower desires to
provide such Revolving Credit Offered Increase Amount. The Borrower or, if
requested by the Borrower, the Administrative Agent will notify such Lenders,
and/or banks, financial institutions or other entities of such offer.

                  (b) Any additional bank, financial institution or other entity
which the Borrower selects to offer participation in the increased Total
Revolving Credit Commitments and which elects to become a party to this
Agreement and obtain a Revolving Credit Commitment in an amount so offered and
accepted by it pursuant to Section 2.4A(a)(ii) shall execute a New Lender
Supplement with the Borrower and the Administrative Agent, substantially in the
form of Exhibit L, whereupon such bank, financial institution or other entity
(herein called a "New Revolving Credit Lender") shall become a Lender for all
purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of this Agreement, provided that the
Revolving Credit Commitment of any such New Revolving Credit Lender shall be in
an amount not less than $2,500,000 or such other amount consented to by the
Agents.

                  (c) Any Lender which accepts an offer to it by the Borrower to
increase its Revolving Credit Commitment pursuant to Section 2.4A(a)(i) shall,
in each case, execute a Commitment Increase Supplement with the Borrower and the
Agents, substantially in the form of Exhibit K, whereupon such Lender shall be
bound by and entitled to the benefits of this Agreement with respect to the full
amount of its Revolving Credit Commitment as so increased.

                  (d) If any bank, financial institution or other entity becomes
a New Revolving Credit Lender pursuant to Section 2.4A(b) or any Lender's
Revolving Credit Commitment is increased pursuant to Section 2.4A(c), additional
Revolving Credit Loans made on or after the effectiveness thereof (the
"Revolving Credit Re-Allocation Date") shall be made pro rata based on the
Revolving Credit Percentages in effect on and after such Revolving Credit
Re-Allocation Date (except to the extent that any such pro rata borrowings would
result in any Lender making an aggregate principal amount of Revolving Credit
Loans in excess of its Revolving Credit Commitment, in which case such excess
amount will be allocated to, and made by, such New Revolving Credit Lenders
and/or Lenders with such increased Revolving Credit Commitments to the extent
of, and pro rata based on, their respective Revolving Credit Commitments
otherwise

<PAGE>

                                                                              33

available for Revolving Credit Loans), and continuations of Eurodollar Loans
outstanding on such Revolving Credit Re-Allocation Date shall be effected by
repayment of such Eurodollar Loans on the last day of the Interest Period
applicable thereto and the making of new Eurodollar Loans pro rata based on such
new Revolving Credit Percentages. In the event that on any such Revolving Credit
Re-Allocation Date there is an unpaid principal amount of Base Rate Loans, the
Borrower shall make prepayments thereof and borrowings of Base Rate Loans so
that, after giving effect thereto, the Base Rate Loans outstanding are held pro
rata based on such new Revolving Credit Percentages. In the event that on any
such Revolving Credit Re-Allocation Date there is an unpaid principal amount of
Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the
respective holders thereof until the expiration of their respective Interest
Periods (unless the Borrower elects to prepay any thereof in accordance with the
applicable provisions of this Agreement), and interest on and repayments of such
Eurodollar Loans will be paid thereon to the respective Lenders holding such
Eurodollar Loans pro rata based on the respective principal amounts thereof
outstanding.

                  (e) Notwithstanding anything to the contrary in this Section
2.4A, (i) in no event shall any transaction effected pursuant to this Section
2.4A cause the sum of Total Revolving Credit Commitments and Term Loan
Commitments (including any Optional Term Loan Commitments) to exceed
$243,000,000, (ii) in no event may the Borrower deliver more than one Revolving
Credit Commitment Increase Notice and (iii) no Lender shall have any obligation
to increase its Revolving Credit Commitment unless it agrees to do so in its
sole discretion.

                  (f) The Administrative Agent shall have received on or prior
to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i)
a legal opinion of counsel to the Borrower covering such matters as are
customary for transactions of this type and such other matters as may be
reasonably requested by the Administrative Agent and (ii) certified copies of
resolutions of the Borrower authorizing the Revolving Credit Offered Increase
Amount.

                  2.5 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice (which notice may be given by telephone,
promptly confirmed by telecopy) (which notice must be received by the
Administrative Agent prior to (a) 3:00 P.M., New York City time, three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or
(b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case
of Base Rate Loans) specifying (i) the amount and Type of Revolving Credit Loans
to be borrowed, (ii) the requested Borrowing Date, (iii) the account to which
the proceeds of such Loans should be transferred and (iv) in the case of
Eurodollar Loans, the respective length of the initial Interest Periods
therefor. Any Revolving Credit Loans made on the Closing Date shall initially be
Base Rate Loans. Each borrowing under the Revolving Credit Commitments shall be
in an amount equal to (x) in the case of Base Rate Loans, at least $250,000 (or,
if the then aggregate Available Revolving Credit Commitments are less than
$250,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$1,000,000 or a whole multiple of $100,000 in excess thereof; provided, that (A)
the Swing Line Lender may request, on behalf of the Borrower, borrowings under
the Revolving Credit Commitments which are Base Rate Loans in other amounts
pursuant to Section 2.7 and (B) borrowings of Base Rate Loans contemplated under
Section 3.5 shall not be

<PAGE>

                                                                              34

subject to the requirements of this sentence. Upon receipt of any such notice
from the Borrower, the Administrative Agent shall promptly notify each Revolving
Credit Lender thereof. Each Revolving Credit Lender will make the amount of its
pro rata share of each borrowing available to the Administrative Agent for the
account of the Borrower at the Funding Office prior to (a) 12:00 Noon, New York
City time, in the case of Eurodollar Loans, or (b) 2:00 P.M., New York City
time, in the case of Base Rate Loans, on the Borrowing Date requested by the
Borrower in Dollars and in funds immediately available to the Administrative
Agent. Such borrowing will then be made immediately available on such day to the
Borrower by the Administrative Agent transferring to the account of the Borrower
specified by the Borrower the aggregate of the amounts made available to the
Administrative Agent by the Revolving Credit Lenders and in like funds as
received by the Administrative Agent.

                  2.6 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees to make a portion of the credit
otherwise available to the Borrower under the Revolving Credit Commitments from
time to time during the Revolving Credit Commitment Period by making swing line
loans ("Swing Line Loans") to the Borrower; provided that (i) the aggregate
principal amount of Swing Line Loans outstanding at any time shall not exceed
the Swing Line Commitment then in effect (notwithstanding that the Swing Line
Loans outstanding at any time, when aggregated with the Swing Line Lender's
other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line
Commitment then in effect) and (ii) the Borrower shall not request, and the
Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to
the making of such Swing Line Loan, the aggregate amount of the Available
Revolving Credit Commitments would be less than zero. During the Revolving
Credit Commitment Period, the Borrower may use the Swing Line Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof. Swing Line Loans shall be Base Rate Loans only.

                  (b) The Borrower shall repay all outstanding Swing Line Loans
on the Revolving Credit Termination Date.

                  2.7 Procedure for Swing Line Borrowing; Refunding of Swing
Line Loans. (a) Whenever the Borrower desires that the Swing Line Lender make
Swing Line Loans it shall give the Swing Line Lender irrevocable telephonic
notice confirmed promptly in writing (which telephonic notice must be received
by the Swing Line Lender not later than 1:30 P.M., New York City time, on the
proposed Borrowing Date), specifying (i) the amount to be borrowed, (ii) the
account to which such amount should be transferred and (iii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Credit
Commitment Period). Each borrowing under the Swing Line Commitment shall be in a
minimum amount equal to $50,000. Not later than 4:30 P.M., New York City time,
on the Borrowing Date specified in a notice in respect of Swing Line Loans, the
Swing Line Lender shall make available to the Administrative Agent at the
Funding Office an amount in Dollars and in immediately available funds equal to
the amount of the Swing Line Loan to be made by the Swing Line Lender. The
Administrative Agent shall make the proceeds of such Swing Line Loan available
to the Borrower on such Borrowing Date by transferring such proceeds to the
account of the Borrower specified by the Borrower on such Borrowing Date in
immediately available funds.

<PAGE>

                                                                              35

         (b) The Swing Line Lender, at any time and from time to time in its
sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swing Line Lender to act on its behalf), on one Business
Day's notice to the Administrative Agent given by the Swing Line Lender no later
than 12:00 Noon, New York City time, request each Revolving Credit Lender to
make, and each Revolving Credit Lender hereby severally agrees to make, a
Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's
Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the
"Refunded Swing Line Loans") outstanding on the date of such notice, to repay
the Swing Line Lender. Upon receipt of any such notice from the Swing Line
Lender, the Administrative Agent shall promptly notify the Revolving Credit
Lenders thereof. Each Revolving Credit Lender shall make the amount of such
Revolving Credit Loan available to the Administrative Agent at the Funding
Office in immediately available funds, not later than 10:00 A.M., New York City
time, one Business Day after the date of such notice. The proceeds of such
Revolving Credit Loans shall be immediately made available by the Administrative
Agent to the Swing Line Lender for application by the Swing Line Lender to the
repayment of the Refunded Swing Line Loans.

         (c) If prior to the time a Revolving Credit Loan would have otherwise
been made pursuant to Section 2.7(b), one of the events described in Section
8(f) shall have occurred and be continuing with respect to the Borrower or if
for any other reason, as determined by the Swing Line Lender in its sole
discretion, Revolving Credit Loans may not be made as contemplated by Section
2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit
Loan was to have been made pursuant to the notice referred to in Section 2.7(b)
(the "Refunding Date"), purchase for cash an undivided participating interest in
the then outstanding Swing Line Loans by paying to the Swing Line Lender an
amount (the "Swing Line Participation Amount") equal to (i) such Revolving
Credit Lender's Revolving Credit Percentage times (ii) the sum of the aggregate
principal amount of Swing Line Loans then outstanding which were to have been
repaid with such Revolving Credit Loans.

         (d) Whenever, at any time after the Swing Line Lender has received from
any Revolving Credit Lender such Lender's Swing Line Participation Amount, the
Swing Line Lender receives any payment on account of the Swing Line Loans, the
Swing Line Lender will distribute to such Lender its Swing Line Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swing Line Loans then due); provided,
however, that in the event that such payment received by the Swing Line Lender
is required to be returned, such Revolving Credit Lender will return to the
Swing Line Lender any portion thereof previously distributed to it by the Swing
Line Lender.

         (e) Each Revolving Credit Lender's obligation to make the Loans
referred to in Section 2.7(b) and to purchase participating interests pursuant
to Section 2.7(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any setoff,
counterclaim, recoupment, defense or other right which such Revolving Credit
Lender or the Borrower may have against the Swing Line Lender, the Borrower or
any other Person for any reason whatsoever; (ii) the occurrence or continuance
of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 2.5 or

<PAGE>

                                                                              36

Section 5; (iii) any adverse change in the condition (financial or otherwise) of
the Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v)
any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.

         2.8 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the appropriate Revolving Credit Lender, Term Loan Lender or the Swing Line
Lender, as the case may be, (i) the then unpaid principal amount of each
Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit
Termination Date (or such earlier date on which the Loans become due and payable
pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line
Loan of such Swing Line Lender on the Revolving Credit Termination Date (or such
earlier date on which the Loans become due and payable pursuant to Section 8)
and (iii) the principal amount of the Term Loan of such Term Loan Lender in
installments according to the amortization schedule set forth in Section 2.3 (or
on such earlier date on which the Loans become due and payable pursuant to
Section 8). The Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in Section 2.15.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

         (c) The Administrative Agent, on behalf of the Borrower, shall maintain
the Register pursuant to Section 10.6(d), and a subaccount therein for each
Lender, in which shall be recorded (i) the amount of each Loan made hereunder
and any Note evidencing such Loan, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii) both the amount of any sum received by the Administrative Agent hereunder
from the Borrower and each Lender's share thereof.

         (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.8(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded (absent manifest error); provided,
however, that the failure of any Lender or the Administrative Agent to maintain
the Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to such Borrower by such Lender in accordance with the terms of this
Agreement.

         (e) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Term Loan, Revolving Credit Loans
or Swing Line Loans, as the case may be, of such Lender, substantially in the
forms of Exhibit G-1, G-2 or G-3, respectively, with appropriate insertions as
to date and principal amount.

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                                                                              37

         2.9   Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commitment fee for the period from and including the Effective Date to the last
day of the Revolving Credit Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Credit Commitment of
such Lender during the period for which payment is made, payable quarterly in
arrears on the first day of each April, July, October and January of each year,
commencing on the first of such dates to occur after the date hereof and on the
Revolving Credit Termination Date.

         (b)   The Borrower agrees to pay to the Syndication Agent the fees in
the amounts and on the dates previously agreed to in writing by the Borrower and
the Syndication Agent.

         (c)   The Borrower agrees to pay to the Administrative Agent the fees
in the amounts and on the dates from time to time agreed to in writing by the
Borrower and the Administrative Agent.

         2.10  Termination or Reduction of Revolving Credit Commitments. The
Borrower shall have the right, upon not less than three Business Days' notice to
the Administrative Agent, to terminate the Revolving Credit Commitments or, from
time to time, to reduce the amount of the Revolving Credit Commitments; provided
that no such termination or reduction of Revolving Credit Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Credit Loans and Swing Line Loans made on the effective date thereof,
the Total Revolving Extensions of Credit would exceed the Total Revolving Credit
Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a
whole multiple thereof, and shall reduce permanently the Revolving Credit
Commitments then in effect. Upon receipt of any such notice from the Borrower,
the Administrative Agent shall promptly notify each Revolving Credit Lender
thereof.

         2.11  Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent prior to 12:00 Noon,
New York City time, at least three Business Days prior thereto in the case of
Eurodollar Loans or prior to 12:00 Noon, New York City time, at least one
Business Day prior thereto in the case of Base Rate Loans (other than Swing Line
Loans) or prior to 12:00 Noon, New York City time, on the date of such
prepayment in the case of Swing Line Loans, which notice shall specify the date
and amount of prepayment and whether the prepayment is of Eurodollar Loans or
Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other
than the last day of the Interest Period applicable thereto, the Borrower shall
also pay any amounts then due and owing pursuant to Section 2.21. Upon receipt
of any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with (except in
the case of Revolving Credit Loans which are Base Rate Loans and Swing Line
Loans) accrued interest to such date on the amount prepaid. Partial prepayments
of Term Loans and Revolving Credit Loans shall be in a minimum principal amount
of $250,000. Partial prepayments of Swing Line Loans shall be in a minimum
principal amount of $50,000.

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                                                                              38

         2.12  Mandatory Prepayments and Commitment Reductions. (a) Unless the
Required Prepayment Lenders shall otherwise agree and without prejudice to
Section 7.2, if any Indebtedness is incurred after the date hereof by Holdings,
the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in
accordance with Section 7.2 as in effect on the date of this Agreement), an
amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the
date of such issuance or incurrence toward the prepayment of the Term Loans and
the reduction of the Revolving Credit Commitments as set forth in Section
2.12(d).

         (b)   Unless the Required Prepayment Lenders shall otherwise agree, if
on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net
Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment
Notice shall be delivered in respect thereof within five Business Days
thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth
Business Day toward the prepayment of the Term Loans and the reduction of the
Revolving Credit Commitments as set forth in Section 2.12(d); provided, that,
notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset
Sales (other than Asset Sales in connection with the Ripon Transition) that may
be excluded from the foregoing requirement pursuant to a Reinvestment Notice
shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Term Loans and the reduction of the Revolving Credit
Commitments as set forth in Section 2.12(d) and (iii) for purposes of this
Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section
7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds
and (B) the aggregate amount of Investments made by Holdings, the Borrower or
any of their respective Subsidiaries in the relevant Foreign Subsidiary after
the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset
Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of
this Section 2.12(b) exceed the aggregate amount of Investments made by
Holdings, the Borrower and their respective Subsidiaries in such Foreign
Subsidiary after the Effective Date.

         (c)   Unless the Required Prepayment Lenders shall otherwise agree, if,
for any fiscal year of the Borrower commencing with the fiscal year in which the
Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on
the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such
Excess Cash Flow toward the prepayment of the Term Loans and the reduction of
the Revolving Credit Commitments as set forth in Section 2.12(d). Each such
prepayment and commitment reduction shall be made on a date (an "Excess Cash
Flow Application Date") no later than five Business Days after the earlier of
(i) the date on which the financial statements of the Borrower referred to in
Section 6.1(a), for the fiscal year with respect to which such prepayment is
made, are required to be delivered to the Lenders and (ii) the date such
financial statements are actually delivered.

         (d)   Subject to Section 2.18, amounts to be applied in connection with
prepayments and Commitment reductions made pursuant to this Section shall be
applied, first, to the prepayment of the Term Loans and, second, to reduce
permanently the Revolving Credit Commitments. Any such reduction of the
Revolving Credit Commitments shall be accompanied by prepayment of the Revolving
Credit Loans and/or Swing Line Loans to the extent, if any, that the Total
Revolving Extensions of Credit exceed the amount of the Total Revolving Credit
Commitments as so reduced, provided that if the aggregate principal amount of
Revolving Credit

<PAGE>

                                                                              39

Loans and Swing Line Loans then outstanding is less than the amount of such
excess (because L/C Obligations constitute a portion thereof), the Borrower
shall, to the extent of the balance of such excess, replace outstanding Letters
of Credit and/or deposit an amount in cash in a cash collateral account
established with the Administrative Agent for the benefit of the Lenders on
terms and conditions satisfactory to the Administrative Agent. The application
of any prepayment pursuant to this Section shall be made first to Base Rate
Loans and second to Eurodollar Loans (in a manner, to the extent practicable and
permitted hereunder, which minimizes amounts payable under Section 2.21 as a
result of such prepayment). Each prepayment of the Loans under this Section
(except in the case of Revolving Credit Loans that are Base Rate Loans and Swing
Line Loans) shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid.

         (e)   Any prepayment of Loans and/or reduction of Commitments pursuant
to this Section, and the rights of the Lenders in respect thereof, are subject
to the provisions of Section 2.18.

         2.13  Conversion and Continuation Options. (a) Subject to Sections 2.2
and 2.5, the Borrower may elect from time to time to convert Eurodollar Loans to
Base Rate Loans by giving the Administrative Agent at least two Business Days'
prior irrevocable notice of such election. The Borrower may elect from time to
time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative
Agent at least three Business Days' prior irrevocable notice of such election
(which notice shall specify the length of the initial Interest Period therefor),
provided that no Base Rate Loan under a particular Facility may be converted
into a Eurodollar Loan (i) when any Event of Default has occurred and is
continuing and the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such conversions or
(ii) after the date that is one month prior to the final scheduled termination
or maturity date of such Facility. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.

         (b)   Subject to Sections 2.2 and 2.5, any Eurodollar Loan may be
continued as such upon the expiration of the then current Interest Period with
respect thereto by the Borrower giving irrevocable notice to the Administrative
Agent, in accordance with the applicable provisions of the term "Interest
Period" set forth in Section 1.1, of the length of the next Interest Period to
be applicable to such Loans, provided that no Eurodollar Loan under a particular
Facility may be continued as such (i) when any Event of Default has occurred and
is continuing and the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such continuations or
(ii) after the date that is one month prior to the final scheduled termination
or maturity date of such Facility, and provided, further, that if the Borrower
shall fail to give any required notice as described above in this paragraph or
if such continuation is not permitted pursuant to the preceding proviso such
Loans shall be automatically converted to Base Rate Loans on the last day of
such then expiring Interest Period. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.

         2.14  Minimum Amounts and Maximum Number of Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings,
conversions, continuations and optional prepayments of Eurodollar Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so

<PAGE>

                                                                              40

that, (a) after giving effect thereto, the minimum principal amount of the
Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000
or a whole multiple of $100,000 in excess thereof and (b) no more than eight
Eurodollar Tranches shall be outstanding at any one time.

         2.15 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

         (b)   Each Base Rate Loan shall bear interest at a rate per annum equal
to the Base Rate plus the Applicable Margin.

         (c)   (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement
Obligations (whether or not overdue) shall bear interest at a rate per annum
which is equal to (x) in the case of the Loans, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus 2%
or (y) in the case of Reimbursement Obligations, the rate applicable to Base
Rate Loans under the Revolving Credit Facility plus 2%, and (ii) if all or a
portion of any interest payable on any Loan or Reimbursement Obligation or any
commitment fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall (to the extent permitted by applicable law) bear interest at a rate
per annum equal to the rate then applicable to Base Rate Loans under the
relevant Facility plus 2% (or, in the case of any such other amounts that do not
relate to a particular Facility, the rate then applicable to Base Rate Loans
under the Revolving Credit Facility plus 2%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (as well after as before judgment).

         (d)   Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

         2.16  Computation of Interest and Fees. (a) Interest, fees and
commissions payable pursuant hereto shall be calculated on the basis of a
360-day year for the actual days elapsed, except that, with respect to Base Rate
Loans the rate of interest on which is calculated on the basis of the Prime
Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-,
as the case may be) day year for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify the Borrower and the relevant Lenders
of each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate.

         (b)   Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request

<PAGE>

                                                                              41

of the Borrower, deliver to the Borrower a statement showing the quotations used
by the Administrative Agent in determining any interest rate pursuant to Section
2.15(a).

         2.17  Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

         (a)   the Administrative Agent shall have determined (which
     determination shall be conclusive and binding upon the Borrower, absent
     manifest error) that, by reason of circumstances affecting the relevant
     market, adequate and reasonable means do not exist for ascertaining the
     Eurodollar Rate in accordance with the terms thereof for such Interest
     Period, or

         (b)   the Administrative Agent shall have received notice from the
     Majority Facility Lenders in respect of the relevant Facility that the
     Eurodollar Rate determined or to be determined for such Interest Period
     will not adequately and fairly reflect the cost to such Lenders (as
     conclusively certified by such Lenders) of making or maintaining their
     affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as Base Rate
Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the
relevant Facility shall be converted, on the first day of such Interest Period,
to Base Rate Loans. Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans under the relevant Facility shall be made or
continued as such, nor shall the Borrower have the right to convert Loans under
the relevant Facility to Eurodollar Loans. The Administrative Agent shall
withdraw (i) any such notice pursuant to clause (a) above if the Administrative
Agent determines that the relevant circumstances have ceased to exist and (ii)
any such notice pursuant to clause (b) above upon receipt of notice from the
Majority Facility Lenders in respect of the relevant Facility that the relevant
circumstances described in such clause (b) have ceased to exist.

         2.18  Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Term Loan Percentages or Revolving
Credit Percentages, as the case may be, of the relevant Lenders. Each payment
(other than prepayments) in respect of principal or interest in respect of the
Loans, each payment in respect of fees payable hereunder, and each payment in
respect of Reimbursement Obligations, shall be applied to the amounts of such
obligations owing to the Lenders pro rata according to the respective amounts
then due and owing to the Lenders.

         (b)   Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Loan Lenders (except as otherwise provided in Section 2.18(d)).
The amount of each principal prepayment of the Term Loans shall be applied to
reduce the then remaining installments of the Term Loans, pro rata


<PAGE>

                                                                             42

based upon the then remaining principal amount thereof. Amounts prepaid on
account of the Term Loans may not be reborrowed.

               (c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Credit Loans shall be made
pro rata according to the respective outstanding principal amounts of the
Revolving Credit Loans then held by the Revolving Credit Lenders.

               (d) Notwithstanding anything to the contrary in Section 2.12 or
this Section, after the aggregate principal amount of the Term Loans has been
reduced to $140,000,000, each Term Loan Lender may, at its option, decline all
or any portion of any mandatory prepayment applicable to the Term Loans of such
Lender; accordingly, with respect to the amount of any mandatory prepayment
described in Section 2.12 that is allocated to the Term Loans (such amounts, the
"Prepayment Amount") the Borrower will, in lieu of applying such amount to the
prepayment of Term Loans as provided in Section 2.12(d), on the date specified
in Section 2.12 for such prepayment, give the Administrative Agent telephonic
notice (promptly confirmed in writing) of the aggregate amount required to be
applied to prepay Term Loans and requesting that the Administrative Agent
prepare and provide to each Term Loan Lender a notice (each, a "Prepayment
Option Notice") as described below. As promptly as practicable after receiving
such notice from the Borrower, the Administrative Agent will send to each Term
Loan Lender a Prepayment Option Notice, which shall be in the form of Exhibit H
and shall include an offer by the Borrower to prepay on the date (each a
"Prepayment Date") that is 10 Business Days after the date of the Prepayment
Option Notice, the Term Loan of such Term Loan Lender by an amount equal to the
portion of the Prepayment Amount indicated in such Lender's Prepayment Option
Notice as being applicable to such Lender's Term Loans. On the Prepayment Date,
(i) the Borrower shall pay to the Administrative Agent the aggregate amount
necessary to prepay that portion of the outstanding relevant Term Loans in
respect of which Lenders have accepted full or partial prepayment as described
above (such Lenders, the "Accepting Lenders") as notified by the Administrative
Agent to the Borrower, and such amount shall be applied to reduce the Prepayment
Amounts, as applicable, with respect to each Accepting Lender, (ii) the
Revolving Credit Commitments shall be reduced by an amount equal to 50% of the
portion of the Prepayment Amount not accepted by the Term Loan Lenders (and,
such reduction shall be accompanied by prepayment of the Revolving Credit Loans
and/or Swing Line Loans to the extent, if any, that the Total Revolving
Extensions of Credit exceed the amount of the Total Revolving Credit Commitments
as so reduced, provided that if the aggregate principal amount of Revolving
Credit Loans and Swing Line Loans then outstanding is less than the amount of
such excess (because L/C Obligations constitute a portion thereof), the Borrower
shall, to the extent of the balance of such excess, replace outstanding Letters
of Credit and/or deposit an amount in cash in a cash collateral account
established with the Administrative Agent for the benefit of the Lenders on
terms and conditions satisfactory to the Administrative Agent) and (iii) the
Borrower shall be entitled to retain the remaining 50% of the portion of the
Prepayment Amount not accepted by the Lenders.

               (e) All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 2:00 P.M., New York City time, on the due date thereof to the Administrative
Agent, for the account of the Lenders, at the Payment Office, in

<PAGE>

                                                                              43

Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received. If any payment hereunder (other than payments on the Eurodollar Loans)
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day. If any payment on a Eurodollar
Loan becomes due and payable on a day other than a Business Day, the maturity
thereof shall be extended to the next succeeding Business Day unless the result
of such extension would be to extend such payment into another calendar month,
in which event such payment shall be made on the immediately preceding Business
Day. In the case of any extension of any payment of principal pursuant to the
preceding two sentences, interest thereon shall be payable at the then
applicable rate during such extension.

               (f)  Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, but shall not be required to, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this paragraph
shall be presumed correct in the absence of manifest error. If such Lender's
share of such borrowing is not made available to the Administrative Agent by
such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest
thereon at the rate per annum applicable to Base Rate Loans under the relevant
Facility, on the Business Day following the date of demand, from the Borrower.

               (g)  Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment being made hereunder
that the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares
of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender
to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.

               2.19 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                    (i) shall subject any Lender to any tax of any kind
               whatsoever with respect to this Agreement, any Letter of Credit,
               any Application or any Eurodollar

<PAGE>

                                                                              44

               Loan made by it, or change the basis of taxation of payments to
               such Lender in respect thereof (except for Non-Excluded Taxes
               covered by Section 2.20 and changes in the rate of tax on the
               overall net income or profits of such Lender);

                    (ii)  shall impose, modify or hold applicable any reserve,
               special deposit, compulsory loan or similar requirement against
               assets held by, deposits or other liabilities in or for the
               account of, advances, loans or other extensions of credit by, or
               any other acquisition of funds by, any office of such Lender
               which is not otherwise included in the determination of the
               Eurodollar Rate hereunder; or

                    (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
within 10 days of its demand therefor, any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount receivable. If
any Lender becomes entitled to claim any additional amounts pursuant to this
Section, it shall promptly notify the Borrower (with a copy to the
Administrative Agent) of the event in reasonable detail by reason of which it
has become so entitled.

               (b)  If any Lender shall have determined that the adoption of or
any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor setting forth in reasonable detail the
basis therefor, the Borrower shall pay to such Lender within 10 days after
receipt of such request such additional amount or amounts as will compensate
such Lender for such reduction.

               (c)  If any Lender becomes entitled to claim any additional
amounts pursuant to this Section 2.19 or Section 2.21, it shall promptly notify
the Borrower (with a copy to the Administrative Agent) of the event by reason of
which it has become so entitled, provided that no Lender shall be entitled to
claim any such additional amount with respect to the period which is more than
180 days prior to the delivery of such notice. A certificate as to any
additional amounts payable pursuant to this Section 2.19 or Section 2.21
submitted by such Lender to the Borrower (with a copy to the Administrative
Agent) setting forth in reasonable detail the calculation of such amounts and
the basis therefor shall be presumptively correct in the absence of manifest
error. The agreements in this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

<PAGE>

                                                                              45

               2.20 Taxes. (a) Except as otherwise provided herein, all payments
made by the Borrower under this Agreement shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes and franchise
taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender
as a result of a present or former connection between such Agent or such Lender
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely and directly from such Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") or Other Taxes are required to be withheld
from any amounts payable to any Agent or any Lender hereunder, the amounts so
payable to such Agent or such Lender shall be increased to the extent necessary
to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes
and Other Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender's failure to comply with the requirements of paragraph (d) or (e) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender or Participant at the time the Lender or Participant
becomes a party to this Agreement, except to the extent that such Lender's
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to
Section 2.20(a).

               (b)  In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

               (c)  Whenever any Non-Excluded Taxes or Other Taxes are payable
by the Borrower, as promptly as possible thereafter the Borrower shall send to
the Administrative Agent for the account of the relevant Agent or Lender, as the
case may be, a certified copy of an original official receipt received by the
Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agents and the Lenders
for any incremental taxes, interest or penalties that may become payable by any
Agent or any Lender as a result of any such failure. The agreements in this
Section 2.20 shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

               (d)  Each Lender (or Transferee) that is not a United States
Person as defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit I and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly

<PAGE>

                                                                              46

executed by such Non-U.S. Lender claiming complete exemption from, or a reduced
rate of, U.S. federal withholding tax on all payments by the Borrower under this
Agreement and the other Loan Documents, together with any other certificate or
statement of exemption required under the Codes or Regulations issued
thereunder. Such forms shall be delivered by each Non-U.S. Lender on or before
the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related
participation). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

               (e)  A Lender that is entitled to an exemption from or reduction
of non-U.S. withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate, provided that such Lender
is legally entitled to complete, execute and deliver such documentation and in
such Lender's reasonable judgment such completion, execution or submission would
not materially prejudice the legal position of such Lender.

               (f)  If the Administrative Agent or any Lender receives a refund
or otherwise would have received a refund but for the offset of the amount of
such refund against the Lender's Non-Excluded Taxes ("Tax Refund"), which in the
good faith judgment of such Lender is allocable to Non-Excluded Taxes paid by
the Borrower, it shall promptly pay such Tax Refund to the Borrower, net of all
out-of-pocket expenses of such Lender incurred in obtaining such Tax Refund,
provided, however, that the Borrower agrees to promptly return such Tax Refund
to the Administrative Agent or the applicable Lender, as the case may be, if it
receives notice from the Administrative Agent or applicable Lender that such
Administrative Agent or Lender is required to repay such Tax Refund but only if
such repayment is required because the initial Tax Refund was permitted in
error.

               2.21 Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense (other than any loss of
Applicable Margin) which such Lender may sustain or incur as a consequence of
(a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of Eurodollar Loans on a day which is not the last day of
an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert

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                                                                              47

or continue to the last day of such Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank eurodollar market. A certificate as to any amounts
payable pursuant to this Section submitted to the Borrower by any Lender shall
be presumptively correct in the absence of manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

               2.22 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 2.21.

               2.23 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.19 or 2.20(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of any Borrower or the rights of any Lender
pursuant to Section 2.19 or 2.20(a).

               2.24 Replacement of Lenders under Certain Circumstances. The
Borrower shall be permitted to (a) replace any Lender which (i) defaults in its
obligation to make Loans hereunder, (ii) is not required to make Eurodollar
Loans pursuant to Section 2.22 or (iii) in connection with any proposed
amendment, modification, supplement or waiver with respect to any of the
provisions of the Loan Documents as contemplated in Section 10.1 where such
amendment, modification, supplement or waiver has been approved by the Required
Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority
Facility Lenders) in accordance with such Section, fails to consent to any such
proposed action and (b) replace or remove any Lender which requests
reimbursement for amounts owing pursuant to Section 2.19 or 2.20 and, if the
Borrower elects to remove such Lender, terminate such Lender's Revolving Credit
Commitment hereunder; provided that (A) (i) such replacement or removal, as the
case may be, does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement or
removal, as the case may be, (iii) prior to any such replacement or removal, as
the case may be, pursuant to clause (b) above

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                                                                              48

such Lender shall have taken no action under Section 2.23 so as to eliminate the
continued need for payment of amounts owing pursuant to Section 2.19 or 2.20,
(iv) the Borrower shall be liable to such replaced or removed Lender under
Section 2.21 if any Eurodollar Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto and
(v) any such replacement or removal, as the case may be, shall not be deemed to
be a waiver of any rights which the Borrower, the Administrative Agent or any
other Lender shall have against the replaced or removed Lender, (B) in the case
of replacement of a Lender under this Section 2.24, (i) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (ii) the
replacement financial institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (iii) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
10.6 (provided that no registration and processing fee referred to therein shall
be required to be paid in connection therewith), and (iv) until such time as
such replacement shall be consummated, the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.19 or 2.20, (C) if the Borrower
elects to remove a Lender under clause (b) of this Section 2.24 and if such
Lender has any Loans outstanding at such time, the consent of the Administrative
Agent and the Required Lenders shall be required to terminate such Lender's
Revolving Credit Commitment and (D) in the case of replacement of a
non-consenting Lender under clause (a)(iii) of this Section 2.24, the Borrower
shall replace such Lender within 60 days of such Lender's failure to consent to
the proposed action.

                          SECTION 3. LETTERS OF CREDIT

               3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, (i) each Issuing Lender which is a Lender, in reliance on the agreements
of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to
issue letters of credit ("Letters of Credit") for the account of the Borrower on
any Business Day during the Revolving Credit Commitment Period in such form as
may be approved from time to time by such Issuing Lender and (ii) in the event
the Issuing Lender is not a Lender, the Administrative Agent, in reliance on the
agreements of the other Revolving Credit Lenders set forth in Section 3.4(a),
agrees to cause Letters of Credit to be issued by an Issuing Lender for the
account of the Borrower on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to time by such
Issuing Lender; provided that no Issuing Lender shall have any obligation to nor
shall any Issuing Lender issue any Letter of Credit and the Administrative Agent
shall not have any obligation to and shall not cause any Letter of Credit to be
issued if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment or (ii) the aggregate amount of the Available
Revolving Credit Commitments would be less than zero. Each Letter of Credit
shall (i) be denominated in Dollars and (ii) expire no later than the earlier of
(x) the first anniversary of its date of issuance and (y) the date which is five
Business Days prior to the Revolving Credit Termination Date, provided that any
Letter of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).

               (b)  Each Letter of Credit shall be subject to the Uniform
Customs or ISP98, as applicable, and, to the extent not inconsistent therewith,
the laws of the State of New York.

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                                                                              49

               (c)  No Issuing Lender shall at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
such Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law. The Administrative Agent shall not at any time be
obligated to cause any Letter of Credit to be issued hereunder if such issuance
would conflict with, or cause the Administrative Agent, such Issuing Lender or
any L/C Participant to exceed any limits imposed by, any applicable Requirement
of Law.

               3.2 Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that an Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender and the Administrative Agent at their
respective addresses for notices specified herein an Application therefor,
completed to the satisfaction of the relevant Issuing Lender and the
Administrative Agent, and such other certificates, documents and other papers
and information as the Issuing Lender or the Administrative Agent may request.
In the case of any Letter of Credit to be issued by an Issuing Lender which is a
Lender, upon receipt of any Application, such Issuing Lender will process such
Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary
procedures and shall promptly issue the Letter of Credit requested thereby (but
in no event shall such Issuing Lender be required to issue any Letter of Credit
earlier than three Business Days after its receipt of the Application therefor
and all such other certificates, documents and other papers and information
relating thereto) by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and
the Borrower. In the case of any Letter of Credit not to be issued by an Issuing
Lender which is a Lender, upon receipt of any Application, the Administrative
Agent shall cause such Issuing Lender to process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and to promptly
issue the Letter of Credit requested thereby (but in no event shall the
Administrative Agent be required to cause such Issuing Lender to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by the
Administrative Agent and the Borrower. The relevant Issuing Lender shall furnish
a copy of such Letter of Credit to the Borrower and the Administrative Agent
promptly following the issuance thereof. The Issuing Lender shall promptly
furnish to the Administrative Agent, which shall in turn promptly furnish to the
Lenders, notice of the issuance of each Letter of Credit (including the amount
and expiration date thereof).

               3.3 Fees and Other Charges. (a) The Borrower will pay a fee on
the undrawn face amount of all outstanding Letters of Credit at a per annum rate
equal to the Applicable Margin then in effect with respect to Eurodollar Loans
under the Revolving Credit Facility, shared ratably among the Revolving Credit
Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date. In addition, (i) in the case of any Letter of Credit issued by an
Issuing Lender which is a Lender, the Borrower shall pay to such Issuing Lender
for its own account a fronting fee on the undrawn face amount of all outstanding
Letters of Credit issued by such Issuing Lender at a rate per annum of 0.25%,
payable quarterly in arrears on each L/C Fee Payment Date after the issuance
date and (ii) in the case of any Letter of Credit issued by an Issuing Lender
which is not a Lender, the Borrower shall pay to the Administrative Agent

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                                                                              50

for its own account a fronting fee on the undrawn face amount of all outstanding
Letters of Credit issued by such Issuing Lender which is not a Lender at a rate
per annum to be agreed by the Administrative Agent and the Borrower payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date.

               (b)  In addition to the foregoing fees, the Borrower shall pay or
reimburse each Issuing Lender for such normal, reasonable and customary costs
and expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit issued by it.

               3.4 L/C Participations. (a) (i) In the case of Letters of Credit
issued by an Issuing Lender which is a Lender, such Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce such
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
such Issuing Lender, on the terms and conditions hereinafter stated, for such
L/C Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Percentage in such Issuing Lender's obligations
and rights under each Letter of Credit issued by such Issuing Lender hereunder
and the amount of each draft paid by such Issuing Lender thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each such Issuing Lender
that, if a draft is paid under any Letter of Credit for which such Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms of
this Agreement, such L/C Participant shall pay to such Issuing Lender upon
demand at such Issuing Lender's address for notices specified herein an amount
equal to such L/C Participant's Revolving Credit Percentage of the amount of
such draft, or any part thereof, which is not so reimbursed.

                    (ii) In the case of Letters of Credit issued by an Issuing
Lender which is not a Lender, the Administrative Agent irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the
Administrative Agent to cause such Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and
hereby accepts and purchases from the Administrative Agent, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Revolving Credit
Percentage in the Administrative Agent's obligations and rights under each such
Letter of Credit issued hereunder and the amount of each payment made by the
Administrative Agent in respect of any draft paid by such Issuing Lender
thereunder. Each L/C Participant unconditionally and irrevocably agrees with the
Administrative Agent that, if the Administrative Agent makes a payment in
respect of a draft paid under any such Letter of Credit for which the
Administrative Agent is not reimbursed in full by the Borrower in accordance
with the terms of this Agreement, such L/C Participant shall pay to the
Administrative Agent upon demand at the Administrative Agent's address for
notices specified herein an amount equal to such L/C Participant's Revolving
Credit Percentage of the amount of such payment, or any part thereof, which is
not so reimbursed.

               (b)  If any amount required to be paid by any L/C Participant
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment
made by the relevant Issuing Lender or the Administrative Agent, as the case may
be, under any Letter of Credit is paid to the relevant Issuing Lender or the
Administrative Agent, as the case may be, within three Business Days after the
date such payment is due (provided that demand for payment is received

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                                                                              51

prior to 2:00 P.M., New York City time), such L/C Participant shall pay to the
relevant Issuing Lender or the Administrative Agent, as the case may be, on
demand an amount equal to the product of (i) such amount, times (ii) the daily
average Federal Funds Effective Rate during the period from and including the
date such payment is required to the date on which such payment is immediately
available to the Issuing Lender, times (iii) a fraction the numerator of which
is the number of days that elapse during such period and the denominator of
which is 360. If any such amount required to be paid by any L/C Participant
pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender
or the Administrative Agent, as the case may be, by such L/C Participant within
three Business Days after the date such payment is due, such Issuing Lender or
the Administrative Agent, as the case may be, shall be entitled to recover from
such L/C Participant, on demand, such amount with interest thereon calculated
from such due date at the rate per annum applicable to Base Rate Loans under the
Revolving Credit Facility. A certificate of the relevant Issuing Lender or the
Administrative Agent submitted to any L/C Participant with respect to any
amounts owing under this Section shall be presumed correct in the absence of
manifest error.

               (c)  Whenever, at any time after an Issuing Lender or the
Administrative Agent has made payment under or in respect of any Letter of
Credit and has received from any L/C Participant its pro rata share of such
payment in accordance with Section 3.4(a), such Issuing Lender or the
Administrative Agent receives any payment related to such Letter of Credit
(whether directly from the Borrower or otherwise, including proceeds of
collateral applied thereto by the relevant Issuing Lender or the Administrative
Agent, as the case may be), or any payment of interest on account thereof, such
Issuing Lender or the Administrative Agent, as the case may be, will distribute
to such L/C Participant its pro rata share thereof; provided, however, that in
the event that any such payment received by such Issuing Lender or the
Administrative Agent shall be required to be returned by such Issuing Lender or
the Administrative Agent, as the case may be, such L/C Participant shall return
to such Issuing Lender or the Administrative Agent, as the case may be, the
portion thereof previously distributed by such Issuing Lender or the
Administrative Agent, as the case may be, to it.

               3.5 Reimbursement Obligation of the Borrower. The Borrower
agrees, in accordance with the terms of the provisions of this Section, to
reimburse (a) in the case of any Letter of Credit issued by an Issuing Lender
which is a Lender, such Issuing Lender for the amount of (i) such draft so paid
and (ii) any taxes, fees, charges or other costs or expenses incurred by the
Issuing Lender in connection with such payment and (b) in the case of any Letter
of Credit issued by an Issuing Lender which is not a Lender, the Administrative
Agent for the amount of any payment made by the Administrative Agent in respect
of any drawing under any such Letter of Credit. Each such payment shall be made
to the relevant Issuing Lender or the Administrative Agent, as the case may be,
at its address for notices specified herein in lawful money of the United States
of America and in immediately available funds. If any draft shall be presented
for payment under any Letter of Credit, (a) in the case of any Letter of Credit
issued by an Issuing Lender which is a Lender, such Issuing Lender shall
promptly notify the Borrower of the date and amount thereof and (b) in the case
of any Letter of Credit issued by an Issuing Lender which is not a Lender, the
Administrative Agent shall promptly notify the Borrower of the date and amount
thereof. If the relevant Issuing Lender or the Administrative Agent, as the case
may be, notifies the Borrower prior to 12:00 Noon, New York City time, on any
Business Day, of any drawing under any Letter of Credit, the Borrower shall
reimburse such Issuing

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                                                                              52

Lender or the Administrative Agent, as the case may be, pursuant to this Section
with respect to such drawing on the next Business Day. If the relevant Issuing
Lender or the Administrative Agent, as the case may be, notifies the Borrower
after 12:00 Noon, New York City time, on any Business Day of any drawing under
any Letter of Credit, the Borrower shall reimburse such Issuing Lender or the
Administrative Agent, as the case may be, pursuant to this Section with respect
to such drawing on the second succeeding Business Day. Interest shall be payable
on any and all amounts remaining unpaid by the Borrower under this Section from
the date of the related drawing until payment in full at the rate set forth in
(i) until the second Business Day following the date of such drawing, Section
2.15(b) and (ii) thereafter, Section 2.15(c). Each drawing under any Letter of
Credit shall (unless an event of the type described in clause (i) or (ii) of
Section 8(f) shall have occurred and be continuing with respect to the Borrower,
in which case the procedures specified in Section 3.4 for funding by L/C
Participants shall apply) constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans
(or, at the option of the Administrative Agent and the Swing Line Lender in
their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans)
in the amount of such drawing. The Borrowing Date with respect to such borrowing
shall be the date of such drawing.

               3.6 Obligations Absolute. Except as otherwise provided in this
Section, the Borrower's obligations under this Section 3 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against any Issuing Lender, the Administrative Agent, any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees with the Issuing
Lenders and the Administrative Agent that the Issuing Lenders and the
Administrative Agent shall not be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lenders
and the Administrative Agent shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions resulting from the gross negligence or willful misconduct of
the relevant Issuing Lender or the Administrative Agent, as the case may be. The
Borrower agrees that any action taken or omitted by the Issuing Lenders and the
Administrative Agent under or in connection with any Letter of Credit or the
related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the
Uniform Customs and the Uniform Commercial Code of the State of New York, shall
be binding on the Borrower and shall not result in any liability of the Issuing
Lenders or the Administrative Agent to the Borrower.

               3.7 Letter of Credit Payments. The responsibility of the Issuing
Lenders to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

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                                                                             53

               3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

               To induce the Agents and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit,
Holdings and the Borrower hereby jointly and severally represent and warrant to
each Agent and each Lender that:

               4.1 Financial Condition. (a) The unaudited pro forma consolidated
balance sheet of Holdings and its consolidated Subsidiaries as at March 31, 2002
(including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which
have heretofore been furnished to each Lender, has been prepared giving effect
(as if such events had occurred on such date) to (i) the Loans to be made on the
Effective Date and the use of proceeds thereof and (ii) the payment of fees and
expenses in connection with the foregoing. The Pro Forma Balance Sheet has been
prepared based on the best information reasonably available to Holdings as of
the date of delivery thereof and on good faith estimates and assumptions
believed to be reasonable at the time made, and presents fairly in all material
respects on a pro forma basis the estimated financial position of Holdings and
its consolidated Subsidiaries as at March 31, 2002, assuming that the events
specified in the preceding sentence had actually occurred at such date.

               (b) The audited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at December 31, 2000 and December 31, 2001, and the
related consolidated statements of income and of cash flows for the fiscal years
ended on such dates, reported on by and accompanied by an unqualified report
from PricewaterhouseCoopers L.L.P., present fairly in all material respects the
financial condition of Holdings and its consolidated Subsidiaries as at such
date, and the results of its operations and its cash flows for the respective
fiscal years then ended. The unaudited consolidated balance sheet of Holdings
and its consolidated Subsidiaries as at March 31, 2002, and the related
unaudited consolidated statements of income and cash flows for the three-month
period ended on such date, present fairly in all material respects the
consolidated financial condition of Holdings and its consolidated Subsidiaries
as at such date, and the combined results of its operations and its combined
cash flows for the three-month period then ended (subject to normal year-end
audit adjustments). All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein and for the absence of
certain notes thereto). Except as set forth on Schedule 4.1(b), as of the
Effective Date, Holdings, the Borrower and their respective Subsidiaries (i) do
not have any material Guarantee Obligations, contingent liabilities or
liabilities for taxes, or any long-term leases or unusual forward or long-term
commitments, including, without limitation, any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, which are not reflected in the most recent financial statements
referred to in this paragraph but which would in accordance with GAAP be so
reflected in a consolidated balance sheet of the Borrower as of the Effective
Date or (ii) are not party to any arrangement to pay principal or interest with
respect to any Indebtedness of any Person which is not reflected in the most
recent financial statements referred to in this paragraph, (x) which was
incurred by the Borrower or any of its Subsidiaries or guaranteed by the
Borrower

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                                                                             54

or any of its Subsidiaries at any time or the proceeds of which are or were
transferred to or used by the Borrower or any of its Subsidiaries and (y) the
payments in respect of which are intended to be made with the proceeds of
payments to such Person by the Borrower or any of its consolidated Subsidiaries
or with any Indebtedness or Capital Stock issued by the Borrower or any such
Subsidiary.

               4.2 No Change. Since December 31, 2001 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

               4.3 Existence; Compliance with Law. Each of Holdings, the
Borrower and their respective Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the power and authority, and the legal right, to own and
operate its Property, to lease the Property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is duly qualified as a
foreign corporation and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of Property or the conduct of its
business requires such qualification, except to the extent the failure to be so
qualified and/or in good standing could not reasonably be expected to have a
Material Adverse Effect, and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

               4.4 Power; Authorization; Enforceable Obligations. Each Loan
Party has the power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and, in the case of the
Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate
action to authorize the execution, delivery and performance of the Loan
Documents to which it is a party and, in the case of the Borrower, to authorize
the borrowings on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the other Loan Documents, except (i)
the filings referred to in Section 4.19 and (ii) consents, authorizations,
filings and notices required after the Effective Date in the ordinary course of
business which have been obtained or made and are in full force and effect. Each
Loan Document has been duly executed and delivered on behalf of each Loan Party
party thereto. This Agreement and each other Loan Document constitutes a legal,
valid and binding obligation of each Loan Party party thereto, enforceable
against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

               4.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of Holdings, the Borrower or
any of their respective Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Security Documents). No Contractual
Obligation applicable to the

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                                                                              55

Borrower or any of its Subsidiaries could reasonably be expected to have a
Material Adverse Effect.

               4.6  No Material Litigation. Except as disclosed on Schedule 4.6,
no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of Holdings or the
Borrower, threatened by or against Holdings, the Borrower or any of their
respective Subsidiaries or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or (b) which could
reasonably be expected to have a Material Adverse Effect.

               4.7  No Default. Neither Holdings, the Borrower nor any of their
respective Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

               4.8  Ownership of Property; Liens. Each of Holdings, the Borrower
and their respective Subsidiaries has title in fee simple to, or a valid
leasehold interest in, all its material real property, and good title to, or a
valid leasehold interest in, all its other Property material to the conduct of
its Business, and none of such Property is subject to any Lien except as
permitted by Section 7.3.

               4.9  Intellectual Property. Holdings, the Borrower and each of
their respective Subsidiaries owns, or is licensed to use, all Intellectual
Property necessary for the conduct of its business as currently conducted,
except for any failure to so own or license Intellectual Property which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. No claim has been asserted and is pending by any Person
against Holdings, the Borrower or any of their respective Subsidiaries
challenging or questioning the use of any Intellectual Property by Holdings, the
Borrower or any of their respective Subsidiaries or the validity or
effectiveness of any Intellectual Property used by Holdings, the Borrower or any
of their respective Subsidiaries, except for any claims which, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect. The use of Intellectual Property by Holdings, the Borrower and their
respective Subsidiaries does not infringe on the rights of any Person in any
material respect and in any manner which could reasonably be expected to have a
Material Adverse Effect.

               4.10 Taxes. Each of Holdings, the Borrower and each of their
respective Subsidiaries has filed or caused to be filed all Federal, state and
other material tax returns which are required to be filed and has paid all
material taxes shown to be due and payable on said returns prior to the date
penalties or interest attach thereto or on any assessments made against it or
any of its Property and all other material taxes, fees or other charges imposed
on it or any of its Property by any Governmental Authority (other than any the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of Holdings, the Borrower or their
respective Subsidiaries, as the case may be); no tax Lien has been filed which
is not permitted under Section 7.3, and, to the knowledge of Holdings and the
Borrower, no claim is being asserted, with respect to any such tax, fee or other
charge.

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                                                                              56

               4.11 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under or Regulation U as now and
from time to time hereafter in effect or for any purpose which violates the
provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in Regulation U.

               4.12 Labor Matters. There are no strikes or other labor disputes
against Holdings, the Borrower or any of their respective Subsidiaries pending
or, to the knowledge of Holdings or the Borrower, threatened that (individually
or in the aggregate) could reasonably be expected to have a Material Adverse
Effect. Hours worked by and payment made to employees of Holdings, the Borrower
and their respective Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters that (individually or in the aggregate) could reasonably be expected to
have a Material Adverse Effect. All payments due from Holdings, the Borrower or
any of their respective Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be expected
to have a Material Adverse Effect if not paid have been paid or accrued as a
liability on the books of Holdings, the Borrower or the relevant Subsidiary.

               4.13 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. Neither the Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan which has resulted or could reasonably be expected to result
in a material liability under ERISA, and neither the Borrower nor any Commonly
Controlled Entity would become subject to any material liability under ERISA if
the Borrower or any such Commonly Controlled Entity were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding the
date on which this representation is made or deemed made. No such Multiemployer
Plan is in Reorganization or Insolvent.

               4.14 Investment Company Act; Other Regulations. No Loan Party is
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

               4.15 Subsidiaries.  The Subsidiaries listed on Schedule 4.15
constitute all the Subsidiaries of Holdings and the Borrower at the date hereof.

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                                                                             57

               4.16 Use of Proceeds. The proceeds of the Term Loans were used to
finance the Recapitalization and to pay related fees and expenses. The proceeds
of the Revolving Credit Loans and the Swing Line Loans, and the Letters of
Credit, were used to finance a portion of the Recapitalization and to pay
related fees and expenses and for general corporate and working capital
purposes.

               4.17 Environmental Matters.  Except as set forth on Schedule
4.17:

               (a)  The facilities and properties owned, leased or operated by
          Holdings, the Borrower or any of their respective Subsidiaries (the
          "Properties") do not contain any Materials of Environmental Concern in
          amounts or concentrations or under circumstances which (i) constitute
          a violation of, or (ii) could give rise to liability under, any
          Environmental Law, except in either case insofar as such violation or
          liability, or any aggregation thereof, could not reasonably be
          expected to result in a Material Adverse Effect.

               (b)  The Properties and all operations at the Properties are in
          compliance, and have in the last five years been in material
          compliance, with all applicable Environmental Laws, except for any
          failures to comply which, individually or in the aggregate, could not
          reasonably be expected to result in a Material Adverse Effect, and
          there is no contamination at, under or about the Properties or
          violation of any Environmental Law with respect to the Properties or
          the business operated by Holdings, the Borrower or any of their
          respective Subsidiaries (the "Business") which could reasonably be
          expected to result in a Material Adverse Effect. Neither Holdings, the
          Borrower nor any of their respective Subsidiaries has assumed any
          liability of any other Person under Environmental Laws which could
          reasonably be expected to have a Material Adverse Effect.

               (c)  Neither Holdings, the Borrower nor any of their respective
          Subsidiaries has received any written notice of violation, alleged
          violation, non-compliance, liability or potential liability regarding
          environmental matters or compliance with Environmental Laws with
          regard to any of the Properties or the Business, nor does Holdings or
          the Borrower have knowledge or reason to believe that any such notice
          will be received or is being threatened, except insofar as such notice
          or threatened notice, or any aggregation thereof, does not involve a
          matter or matters that constitute a breach of any other representation
          contained in this Section 4.17.

               (d)  Materials of Environmental Concern have not been transported
          or disposed of from the Properties in violation of, or in a manner or
          to a location which could give rise to liability under, any
          Environmental Law, nor have any Materials of Environmental Concern
          been generated, treated, stored or disposed of at, on or under any of
          the Properties in violation of, or in a manner that could give rise to
          liability under, any applicable Environmental Law, except insofar as
          any such violation or liability referred to in this paragraph, or any
          aggregation thereof, could not reasonably be expected to result in a
          Material Adverse Effect.

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                                                                             58

               (e)  No judicial proceeding or governmental or administrative
          action is pending or, to the knowledge of Holdings or the Borrower,
          threatened, under any Environmental Law to which Holdings, the
          Borrower or any of their respective Subsidiaries is or will be named
          as a party with respect to the Properties or the Business, nor are
          there any consent decrees or other decrees, consent orders,
          administrative orders or other orders, or other administrative or
          judicial requirements outstanding under any Environmental Law with
          respect to the Properties or the Business, except insofar as such
          proceeding, action, decree, order or other requirement, or any
          aggregation thereof, could not reasonably be expected to result in a
          Material Adverse Effect.

               (f)  There has been no release or threat of release of Materials
          of Environmental Concern at or from the Properties, or arising from or
          related to the operations of Holdings, the Borrower or any of their
          respective Subsidiaries in connection with the Properties or otherwise
          in connection with the Business, in violation of or in amounts or in a
          manner that could give rise to liability under Environmental Laws,
          except insofar as any such violation or liability referred to in this
          paragraph, or any aggregation thereof, could not reasonably be
          expected to result in a Material Adverse Effect.

               4.18 Accuracy of Information, etc. Subject to the next succeeding
sentence and to the qualification provided therein, no statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
to the Administrative Agent or the Lenders or any of them, by or on behalf of
any Loan Party for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, taken as a whole, contained as of the
date such statement, information, document or certificate was so furnished, any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained herein or therein, taken as
a whole, not misleading. The projections and pro forma financial information and
the industry-related information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being recognized by the Lenders
that such financial information as it relates to future events is not to be
viewed as fact and that actual results during the period or periods covered by
such financial information may differ from the projected results set forth
therein by a material amount. There is no fact known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in the Confidential
Information Memorandum or in any other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection with
the transactions contemplated hereby and by the other Loan Documents.

               4.19 Security Documents. (a) The Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof. In the case of the
Pledged Stock described in the Guarantee and Collateral Agreement, stock
certificates representing such Pledged Stock having been delivered to the
Administrative Agent, together with proper endorsements executed in blank and,
in the case of the UCC Filing Collateral described in the Guarantee and
Collateral Agreement, financing statements specified

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                                                                             59

on Schedule 4.19(a) in appropriate form having been filed in the offices
specified on Schedule 4.19(a), the Guarantee and Collateral Agreement, except as
otherwise provided therein, constitutes a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined
in the Guarantee and Collateral Agreement), in each case prior and superior in
right to any other Person other than Liens permitted under Section 7.3 (except
Section 7.3(j)).

               (b)  Each Mortgage (as amended by the respective Mortgage
Amendment, if any) is effective to create in favor of the Administrative Agent,
for the benefit of the Secured Parties, a legal, valid and enforceable Lien on
the Mortgaged Properties described therein and proceeds thereof, and when the
Mortgages or Mortgage Amendments, as applicable, are filed in the offices
specified on Schedule 4.19(b), such Mortgage or Existing Mortgage (as amended by
the respective Mortgage Amendment), as the case may be, shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Properties and the proceeds thereof, as
security for the Obligations (as defined in the relevant Mortgage or Existing
Mortgage (as amended by the respective Mortgage Amendment)), in each case prior
and superior in right to any other Person other than Liens permitted under
Section 7.3 (except Section 7.3(j)). Schedule 1.1 lists each parcel of real
property in the United States owned in fee simple by the Borrower or any of its
Subsidiaries as of the Effective Date which, as of such date, has a value, in
the reasonable opinion of the Borrower, in excess of $1,000,000.

               4.20 Solvency. The Loan Parties are, and after giving effect to
the incurrence of all Indebtedness and obligations being incurred in connection
herewith will be and will continue to be, Solvent.

               4.21 Senior Indebtedness. All "Indebtedness" outstanding
hereunder constitutes "Senior Debt" and "Designated Senior Debt" of the
Borrower. No "Indebtedness" (other than "Indebtedness" outstanding hereunder)
has been designated as "Designated Senior Debt" under the Senior Subordinated
Note Indenture (as each quoted term is defined in the Senior Subordinated Note
Indenture).

               4.22 Regulation H. No Mortgage, other than Mortgages for which
the Borrower has delivered notice to the Administrative Agent, encumbers
improved real property which is located in an area that has been identified by
the Secretary of Housing and Urban Development as an area having special flood
hazards and in which flood insurance has been made available under the National
Flood Insurance Act of 1968.

                        SECTION 5. CONDITIONS PRECEDENT

               5.1 Conditions to Initial Extension of Credit. The agreement of
each Lender to make the initial extension of credit requested to be made by it
is subject to the satisfaction, prior to August 18, 2002 and prior to or
concurrently with the making of such extension of credit on the Effective Date,
of the following conditions precedent:

               (a)  Loan Documents. The Syndication Agent shall have received
          (i) this Agreement, executed and delivered by a duly authorized
          officer of Holdings and the Borrower, (ii) the Guarantee and
          Collateral Agreement, executed and delivered by a duly

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                                                                             60

          authorized officer of Holdings, the Borrower and each Subsidiary
          Guarantor, (iii) to the extent requested on or prior to the Effective
          Date, for the account of each relevant Lender, Notes conforming to the
          requirements hereof and executed and delivered by a duly authorized
          officer of the Borrower and (iv) a Lender Addendum executed and
          delivered by each Lender and accepted by the Borrower.

               (b) Required Lenders under Existing Credit Agreement. The
          Syndication Agent shall have received (i) with respect to all
          amendments, written consents from Lenders (as defined in the Existing
          Credit Agreement) which constitute Required Lenders (as defined in the
          Existing Credit Agreement) under the Existing Credit Agreement and
          (ii) with respect to the amendment of Section 2.3, written consent
          from Lenders (as defined in the Existing Credit Agreement) which
          constitute Majority Revolving Credit Facility Lenders (as defined in
          the Existing Credit Agreement) under the Existing Credit Agreement and
          each of the Term Loan Lenders (as defined in the Existing Credit
          Agreement), to the execution and delivery of this Agreement and the
          consummation of the transactions contemplated hereby (it being agreed
          that the execution of a Lender Addendum shall constitute such written
          consent).

               (c) Pro Forma Balance Sheet; Financial Statements. The Lenders
          shall have received (i) the Pro Forma Balance Sheet, (ii) audited
          consolidated financial statements of Holdings and its consolidated
          Subsidiaries for the 2000 and 2001 fiscal years and (iii) interim
          consolidated financial statements of Holdings and its consolidated
          Subsidiaries for the three-month period ended on or about March 31,
          2002, and such interim financial statements shall not, in the
          reasonable judgment of the Lenders, reflect any material adverse
          change in the consolidated financial condition of Holdings and its
          consolidated Subsidiaries, as reflected in the financial statement or
          projections contained in the Confidential Information Memorandum.

               (d) Approvals. All governmental and third party approvals
          (including landlords' and other consents) necessary in connection with
          this Agreement, the continuing operations of Holdings, the Borrower
          and their respective Subsidiaries and the transactions contemplated
          hereby shall have been obtained and be in full force and effect, and
          all applicable waiting periods shall have expired without any action
          being taken or threatened by any competent authority which would
          restrain, prevent or otherwise impose adverse conditions on this
          Agreement or the financing contemplated hereby.

               (e) Fees. The Lenders, the Syndication Agent, the Arranger and
          the Administrative Agent shall have received all fees required to be
          paid (including the commitment fee required to be paid pursuant to
          Section 2.9 of the Existing Credit Agreement), and all expenses for
          which invoices have been presented, on or before the Effective Date.
          All such amounts will be paid with proceeds of Loans made on the
          Effective Date and will be reflected in the funding instructions given
          by the Borrower to the Administrative Agent on or before the Effective
          Date.

               (f) Business Plan. The Lenders shall have received a satisfactory
          business plan for fiscal years 2002-2007, and any differences between
          such information and

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                                                                             61

          corresponding information provided in writing to the Syndication Agent
          previously shall be satisfactory to the Syndication Agent in all
          material respects.

               (g)  Solvency Certificate. The Lenders shall have received a
          solvency certificate from the chief financial officer of Holdings
          which shall document the solvency of Holdings and its Subsidiaries
          considered as a whole and of Holdings and its Subsidiaries considered
          as a whole after giving effect to this Agreement and the transactions
          contemplated hereby and shall otherwise be in form and substance
          satisfactory to the Lenders.

               (h)  Closing Certificate. The Syndication Agent shall have
          received, with a counterpart for each Lender, a certificate of each
          Loan Party, dated the Effective Date, substantially in the form of
          Exhibit C, with appropriate insertions and attachments.

               (i)  Legal Opinions. The Agents shall have received the legal
          opinion of Kirkland & Ellis, counsel to Holdings and its Subsidiaries,
          substantially in the form of Exhibit F. Such legal opinion shall cover
          such other matters incident to the transactions contemplated by this
          Agreement as the Agents may reasonably require.

               (j)  Mortgages, etc. (i) The Administrative Agent shall have
          received the Mortgage Amendments executed and delivered by a duly
          authorized officer of each party thereto.

                    (ii)  In respect of each Existing Title Policy, an
               endorsement or endorsements (collectively, the "Endorsements") or
               marked up unconditional binder for the issuance of such
               Endorsements dated on or about the Effective Date. Each of the
               Endorsements shall modify the relevant Existing Title Policy to
               (A) insure that the Existing Mortgage (as amended) insured
               thereby continues to be a valid first Lien on the relevant
               Mortgaged Property encumbered thereby free and clear of all
               defects and encumbrances, except those permitted by Section 7.3
               and as disclosed therein; (B) name the Administrative Agent for
               the benefit of the Secured Parties as the insured thereunder; and
               (C) be in form and substance reasonably satisfactory to the
               Administrative Agent. The Administrative Agent shall have
               received evidence reasonably satisfactory to it that all premiums
               in respect of each of the Endorsements, and all charges for
               mortgage recording tax and all related expenses, if any, have
               been paid. The Administrative Agent shall have also received a
               copy of all recorded documents referred to, or listed as
               exceptions to title in, the Endorsements referred to in this
               subsection and a copy of all other documents affecting the
               Mortgaged Property encumbered by the Existing Mortgage (as
               amended) as shall have been reasonably requested by the
               Administrative Agent.

               (k)  Exiting Lenders; Repayment of Loans under Existing Credit
          Agreement. The Administrative Agent shall have received evidence
          reasonably satisfactory to it that (i) the Lenders (as defined in the
          Existing Credit Agreement) which will not become parties hereto (and
          will not have a Revolving Credit Commitment or Term Loan Commitment
          hereunder) (the "Exiting Lenders") shall have been or shall
          concurrently be

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                                                                             62

          relieved of all obligations in respect of their Commitments (as
          defined in the Existing Credit Agreement), (ii) each Exiting Lender's
          Revolving Credit Loans (as defined in the Existing Credit Agreement)
          outstanding under the Existing Credit Agreement shall have been or
          shall concurrently be repaid in full, together with any accrued
          interest thereon and any accrued fees payable under the Existing
          Credit Agreement to but excluding the Effective Date, (iii) each
          Exiting Term Loan Lender's Term Loan (as defined in the Existing
          Credit Agreement) outstanding under the Existing Credit Agreement
          shall have been or shall concurrently be repaid in full, together with
          any accrued interest thereon and any accrued fees payable under the
          Existing Credit Agreement to but excluding the Effective Date, and
          (iv) each Continuing Term Loan Lender's Term Loan (as defined in the
          Existing Credit Agreement) outstanding under the Existing Credit
          Agreement shall have been or shall concurrently be repaid to the
          extent that its principal amount, together with any accrued interest
          thereon and any accrued fees payable under the Existing Credit
          Agreement to but excluding the Effective Date, exceeds the amount of
          such Continuing Term Loan Lender's Term Loan Commitment hereunder.

               (l)  Perfection Certificate. The Administrative Agent shall have
          received (i) all documents and instruments, including Uniform
          Commercial Code financing statements, required by law or reasonably
          requested by the Administrative Agent to be filed, registered or
          recorded to create or perfect the Liens intended to be created under
          the Guarantee and Collateral Agreement, and (ii) a completed
          Perfection Certificate dated the Effective Date and signed by an
          executive officer or financial officer of the Borrower.

               (m)  Insurance. The Administrative Agent shall have received a
          certificate of insurance specifying insurance coverage in place on the
          Effective Date in compliance with Section 5.3 of the Guarantee and
          Collateral Agreement and loss payee endorsement in favor of the
          Administrative Agent with respect to casualty insurance.

               (n)  Intercreditor Agreement. The Administrative Agent shall have
          received an intercreditor agreement, executed and delivered by the
          agent for the Initial Receivables Facility, in form and substance
          reasonably acceptable to the Administrative Agent.

               5.2 Conditions to Each Extension of Credit. Except as otherwise
expressly provided herein, no Lender shall be obligated to make any extension of
credit requested to be made by it on any date (including, without limitation,
its initial extension of credit), if, as of the date thereof:

               (a)  Representations and Warranties. Any representation or
          warranty made by any Loan Party in or pursuant to the Loan Documents
          shall be in any material respect untrue or incorrect on and as of such
          date as if made on and as of such date and the Required Lenders shall
          have determined not to make any extension of credit as a result of the
          fact that such representation or warranty is untrue or incorrect in
          any material respect.

               (b)  No Default. A Default or Event of Default has occurred and
          is continuing or would result after giving effect to any extension of
          credit requested to be made on such

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                                                                             63

          date and the Required Lenders shall have determined not to make any
          extension of credit as a result of that Default or Event of Default.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 5.2 have been satisfied.

                        Section 6. AFFIRMATIVE COVENANTS

               Holdings and the Borrower hereby jointly and severally agree
that, so long as the Commitments remain in effect, any Letter of Credit (which
has not been cash collateralized in the manner described in the final paragraph
of Section 8) remains outstanding or any Loan or other amount is owing
(including, without limitation, accrued interest and fees) to any Lender or any
Agent hereunder, each of Holdings and the Borrower shall and shall cause each of
their respective Subsidiaries to:

               6.1 Financial Statements. Furnish to the Administrative Agent
(for distribution to the Lenders) and to the Syndication Agent:

               (a)  as soon as available, but in any event within 90 days after
          the end of each fiscal year of Holdings, a copy of (i) the audited
          consolidated balance sheet of Holdings and its consolidated
          Subsidiaries as at the end of such year and the related audited
          consolidated statements of income and of cash flows for such year, in
          each case setting forth in comparative form the figures for the
          previous year, reported on without a `going concern' or like
          qualification or exception, or qualification arising out of the scope
          of the audit, by PricewaterhouseCoopers L.L.P. or other independent
          certified public accountants of nationally recognized standing and
          (ii) a schedule showing the Borrower and its consolidated
          Subsidiaries, and Holdings, each on a stand-alone basis for the
          periods set forth in clause (i) above, which schedules are based on
          the financial statements described in clause (i) above;

               (b)  as soon as available, but in any event not later than 45
          days after the end of each of the first three quarterly periods of
          each fiscal year of Holdings, a copy of (i) the unaudited consolidated
          balance sheet of Holdings and its consolidated Subsidiaries as at the
          end of such quarter and the related unaudited consolidated statements
          of income and of cash flows for such quarter and the portion of the
          fiscal year through the end of such quarter, setting forth in each
          case in comparative form the figures for the previous year, certified
          by a Responsible Officer as being fairly stated in all material
          respects (subject to normal year-end audit adjustments and the absence
          of certain footnotes) and (ii) a schedule showing the Borrower and its
          consolidated Subsidiaries, and Holdings, each on a stand-alone basis
          for the periods set forth in clause (i) above, which schedules are
          based on the financial statements described in clause (i) above; and

               (c)  as soon as available, but in any event not later than 30
          days after the end of each month occurring during each fiscal year of
          Holdings (other than the third, sixth, ninth and twelfth such month),
          a copy of (i) the unaudited consolidated balance sheets of Holdings
          and its consolidated Subsidiaries as at the end of such month and the
          related

<PAGE>

                                                                             64

          unaudited consolidated statements of income and of cash flows for such
          month and the portion of the fiscal year through the end of such
          month, setting forth in each case in comparative form the figures for
          the previous year, certified by a Responsible Officer as being fairly
          stated in all material respects (subject to normal year-end audit
          adjustments and the absence of certain footnotes) and (ii) a schedule
          showing the Borrower and its consolidated Subsidiaries, and Holdings,
          each on a stand-alone basis for the periods set forth in clause (i)
          above, which schedules are based on the financial statements described
          in clause (i) above;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

               6.2 Certificates; Other Information. Furnish to the
          Administrative Agent (for distribution to each Lender) and to the
          Syndication Agent or, in the case of clause (h), to the relevant
          Lender:

               (a)  concurrently with the delivery of the financial statements
          referred to in Section 6.1(a), a certificate of the independent
          certified public accountants reporting on such financial statements
          stating that in making the examination necessary therefor no knowledge
          was obtained of any Default or Event of Default under Section 7.1,
          except as specified in such certificate;

              (b)   concurrently with the delivery of any financial statements
          pursuant to Section 6.1, (i) a certificate of a Responsible Officer
          stating that such Responsible Officer has obtained no knowledge of any
          Default or Event of Default except as specified in such certificate
          and (ii) in the case of quarterly or annual financial statements, (x)
          a Compliance Certificate containing all information necessary for
          determining compliance by Holdings, the Borrower and their respective
          Subsidiaries with the provisions of this Agreement referred to therein
          (including, without limitation, Section 7.1) as of the last day of the
          fiscal quarter or fiscal year of the Borrower, as the case may be, and
          (y) to the extent not previously disclosed to the Administrative
          Agent, a listing of any county or state within the United States where
          any Loan Party keeps inventory or equipment and of any Intellectual
          Property acquired by any Loan Party since the date of the most recent
          list delivered pursuant to this clause (y) (or, in the case of the
          first such list so delivered, since the Effective Date);

              (c) as soon as available, and in any event no later than 30 days
          after the end of each fiscal year of Holdings, a detailed consolidated
          budget for the following fiscal year for Holdings and its Subsidiaries
          (including projected consolidated balance sheets of Holdings and its
          Subsidiaries and supporting schedules showing the Borrower and its
          consolidated Subsidiaries, and Holdings, each on a stand-alone basis
          as of the end of the following fiscal year and the related
          consolidated statements of projected cash flow, projected changes in
          financial position and projected income for Holdings and its
          Subsidiaries and supporting schedules showing the Borrower and its
          consolidated Subsidiaries, and Holdings, each on a stand-alone basis)
          and, as soon as available,

<PAGE>

                                                                              65

          significant revisions, if any, of such budget and projections with
          respect to such fiscal year which are delivered to the Board of
          Managers of Holdings for its review (collectively, the `Projections'),
          which Projections shall in each case be accompanied by a certificate
          of a Responsible Officer stating that such Projections are based on
          reasonable estimates, information and assumptions at the time made in
          light of the circumstances then existing and that such Responsible
          Officer has no reason to believe that such Projections are incorrect
          or misleading in any material respect;

               (d) within 45 days after the end of each fiscal quarter of the
          Borrower during any period in which the Borrower is not required to
          file periodic reports on Forms 10-K and 10-Q with the Securities and
          Exchange Commission, a narrative discussion and analysis of the
          financial condition and results of operations of the Borrower and its
          Subsidiaries for such fiscal quarter and for the period from the
          beginning of the then current fiscal year to the end of such fiscal
          quarter, as compared to the portion of the Projections covering such
          periods and to the comparable periods of the previous year when
          comparisons are required under Section 6.1;

               (e) no later than 10 Business Days prior to the proposed
          effectiveness thereof, copies of substantially final drafts of any
          proposed amendment, supplement, waiver or other modification with
          respect to the Senior Subordinated Note Indenture, the Seller
          Securities or the Recapitalization Documents which is prohibited by
          Section 7.9 or 7.16 (and the effectiveness of any such proposed
          amendment, supplement, waiver or other modification shall be
          conditioned upon the receipt of any necessary consent thereto required
          under this Agreement);

               (f) within five days after the same are sent, copies of all
          financial statements and reports (including reports on Form 10-K, 10-Q
          and 8-K) which Holdings or the Borrower sends generally to the holders
          of any class of its debt securities or public equity securities and,
          promptly after the same are filed, copies of all financial statements
          and reports which Holdings or the Borrower may make to, or file with,
          the Securities and Exchange Commission or any successor or analogous
          Governmental Authority;

               (g) promptly upon receipt thereof, copies of any management or
          other similar letters received from the accountants performing the
          audit of the financial statements pursuant to Section 6.1(a); and

               (h) promptly, such additional financial and other information
          concerning Holdings, the Borrower or any of their respective
          Subsidiaries as any Lender may from time to time reasonably request.

               6.3 Payment of Obligations. Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where (a) the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of Holdings, the Borrower or their respective
Subsidiaries, as the case may be, or (b) the failure to so pay, discharge or
otherwise satisfy any

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                                                                              66

such obligations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

          6.4 Conduct of Business and Maintenance of Existence, etc. (a)
(i) Preserve, renew and keep in full force and effect its existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 7.4 and except, in the case of clause
(ii) above, to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations (other than in respect of Indebtedness) and Requirements of Law
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          6.5 Maintenance of Property; Insurance. (a) Keep all material tangible
Property useful and necessary in its business in good working order and
condition, ordinary wear and tear and damage occurring as a result of a casualty
event excepted, and (b) maintain with financially sound and reputable insurance
companies insurance on all its Property in at least such amounts and against at
least such risks (but including in any event public liability, product liability
and business interruption) as are usually insured against in the same general
area by companies engaged in the same or a similar business.

          6.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities and (b) permit
representatives of any Lender, at its own expense, to visit and inspect any of
its properties and examine and make abstracts from any of its books and records
at any reasonable time and as often as may reasonably be desired and to discuss
the business, operations, properties and financial and other condition of
Holdings, the Borrower and their respective Subsidiaries with officers and
employees of Holdings, the Borrower and their respective Subsidiaries and, in
the presence of a Responsible Officer, with its independent certified public
accountants, provided that all such visits and inspections shall be coordinated
through the Administrative Agent.

          6.7 Notices. Promptly give notice to the Administrative Agent and each
Lender of:

          (a)   the occurrence of any Default or Event of Default;

          (b)   any litigation, investigation or proceeding which may exist at
     any time affecting Holdings, the Borrower or any of their respective
     Subsidiaries, which in either case, if not cured or if adversely
     determined, as the case may be, could reasonably be expected to have a
     Material Adverse Effect;

          (c)   the following events, as soon as possible and in any event
     within 30 days after the Borrower knows or has reason to know thereof
     unless any such event could not, individually or together with all such
     other events, result in any liability to the Borrower or any Commonly
     Controlled Entity which could reasonably be expected to have a Material
     Adverse Effect: (i) the occurrence of any Reportable Event with respect to
     any

<PAGE>

                                                                             67

     Plan, a failure to make any required contribution to a Plan, the creation
     of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
     termination, Reorganization or Insolvency of, any Multiemployer Plan or
     (ii) the institution of proceedings or the taking of any other action by
     the PBGC or the Borrower or any Commonly Controlled Entity or any
     Multiemployer Plan with respect to the withdrawal from, or the termination,
     Reorganization or Insolvency of, any Plan; and

          (d)   any development or event which has had or could reasonably be
     expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action Holdings, the Borrower or the relevant Subsidiary
proposes to take with respect thereto.

          6.8  Environmental Laws. (a) Comply with, and ensure compliance in all
material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply with and maintain, and ensure that all
tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, except for such failures to comply which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

          (b)   Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws, except for, in each
case, such failures which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

          6.9  Interest Rate Protection. In the case of the Borrower, within 270
days after the Effective Date, enter into Hedge Agreements to the extent
necessary to provide that a notional amount of 33 1/3% of the aggregate
principal amount of the Term Loans is subject to interest rate protection for a
period of not less than three years, which Hedge Agreements shall have terms and
conditions reasonably satisfactory to the Agents.

          6.10 Additional Collateral, etc. (a) With respect to any Property
acquired after the Effective Date by Holdings, the Borrower or any other
Guarantor (other than (x) any Property described in paragraph (b), (c) or (d)
below and (y) any Property subject to a Lien expressly permitted by Section
7.3(g), 7.3(k), 7.3(n), 7.3(p), 7.3(q), 7.3(r), 7.3(v) or 7.3(w) to the extent
the terms of the agreements with respect to such Liens prohibit the granting of
a Lien for the benefit of the Secured Parties on such Property) as to which the
Administrative Agent, for the benefit of the Secured Parties, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable to grant to
the Administrative Agent, for the benefit of the Secured Parties, a security
interest in such Property and (ii) take all actions necessary or advisable to
grant to the Administrative Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in such Property (subject to Liens
permitted under Section 7.3 (except Section 7.3(j)), including without
limitation, the

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                                                                             68

filing of Uniform Commercial Code financing statements in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent.

          (b)   With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $1,000,000 acquired after
the Effective Date by Holdings, the Borrower or any other Guarantor (other than
any such real property subject to a Lien expressly permitted by Section 7.3(g)
or 7.3(k)), promptly (i) execute and deliver a first priority Mortgage in favor
of the Administrative Agent, for the benefit of the Secured Parties, covering
such real property (subject to Liens permitted under Section 7.3 (except Section
7.3(j))), (ii) if requested by the Administrative Agent, provide the Lenders
with (x) title and extended coverage insurance covering such real property in an
amount at least equal to the purchase price of such real estate (or such other
amount as shall be reasonably specified by the Administrative Agent) as well as
a current ALTA survey thereof, together with a surveyor's certificate, and (y)
any consents or estoppels reasonably deemed necessary by the Administrative
Agent in connection with such mortgage or deed of trust, each of the foregoing
in form and substance reasonably satisfactory to the Administrative Agent, and
(iii) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

          (c)   With respect to any new Subsidiary (other than an Excluded
Subsidiary) created or acquired after the Effective Date (which, for the
purposes of this paragraph, shall include any existing Subsidiary that ceases to
be an Excluded Subsidiary), by Holdings, the Borrower or any of their respective
Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
the Capital Stock of such new Subsidiary which is owned by Holdings, the
Borrower or any of their respective Domestic Subsidiaries (subject to Liens
permitted under Section 7.3 (except Section 7.3(j))), (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iii)
cause such new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement and (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Secured Parties a perfected first
priority security interest in the Collateral described in the Guarantee and
Collateral Agreement with respect to such new Subsidiary (subject to Liens
permitted under Section 7.3 (except Section 7.3(j))), including, without
limitation, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by
law or as may be requested by the Administrative Agent, and (iv) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

          (d)   With respect to any new Excluded Subsidiary created or acquired
after the Effective Date by Holdings, the Borrower or any of their respective
Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and

<PAGE>

                                                                              69

Collateral Agreement as the Administrative Agent deems necessary or advisable in
order to grant to the Administrative Agent, for the benefit of the Secured
Parties, a perfected first priority security interest in the Capital Stock of
such new Subsidiary which is owned by Holdings, the Borrower or any of their
respective Subsidiaries (provided that in no event shall more than 65% of the
total outstanding Capital Stock of any such new Foreign Subsidiary be required
to be so pledged), (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of Holdings, the Borrower or
such Subsidiary, as the case may be, and take such other action as may be
necessary in the opinion of the Administrative Agent, to perfect the Lien of the
Administrative Agent thereon, and (iii) if requested by the Administrative
Agent, deliver to the Administrative Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.

          6.11 Further Assurances. In the case of the Borrower, from time to
time execute and deliver, or cause to be executed and delivered, such additional
instruments, certificates or documents, and take all such actions, as the
Administrative Agent may reasonably request, for the purposes of implementing or
effectuating the provisions of this Agreement and the other Loan Documents, or
of more fully perfecting or renewing the rights of the Administrative Agent and
the Secured Parties with respect to the Collateral (or with respect to any
additions thereto or replacements or proceeds thereof or with respect to any
other property or assets hereafter acquired by the Borrower which may be deemed
to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by
the Administrative Agent or any Lender of any power, right, privilege or remedy
pursuant to this Agreement or the other Loan Documents which requires any
consent, approval, recording, qualification or authorization of any Governmental
Authority, the Borrower will execute and deliver, or will cause the execution
and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Lender may be
required to obtain from the Borrower or any of its Subsidiaries for such
governmental consent, approval, recording, qualification or authorization.

          6.12 Post-Closing Intellectual Property. Within 30 days after the
Effective Date, execute and deliver short-form agreements in form and substance
satisfactory to the Administrative Agent as may be reasonably requested by the
Administrative Agent to be filed in the United States Patent and Trademark
Office and the United States Copyright Office with respect to the intellectual
property listed on Schedule 6 to the Guarantee and Collateral Agreement.

                         SECTION 7. NEGATIVE COVENANTS

          Holdings and the Borrower hereby jointly and severally agree that, so
long as the Commitments remain in effect, any Letter of Credit (which has not
been cash collateralized in the manner described in the final paragraph of
Section 8) remains outstanding or any Loan or other amount (including, without
limitation, accrued interest and fees) is owing to any Lender or any Agent
hereunder, each of Holdings and the Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly:

          7.1 Financial Condition Covenants.

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                                                                             70

               (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters of
the Borrower ending with any fiscal quarter set forth below to exceed the ratio
set forth below opposite such fiscal quarter:

                                                            Consolidated
                         Fiscal Period                     Leverage Ratio
                         -------------                     --------------

          September 30, 2002                                6.00 to 1.00
          December 31, 2002                                 6.00 to 1.00
          March 31, 2003                                    6.00 to 1.00
          June 30, 2003                                     6.00 to 1.00
          September 30, 2003                                6.00 to 1.00
          December 31, 2003                                 5.50 to 1.00
          March 31, 2004                                    5.50 to 1.00
          June 30, 2004                                     5.50 to 1.00
          September 30, 2004                                5.50 to 1.00
          December 31, 2004                                 4.75 to 1.00
          March 31, 2005                                    4.75 to 1.00
          June 30, 2005                                     4.75 to 1.00
          September 30, 2005                                4.75 to 1.00
          December 31, 2005                                 4.00 to 1.00
          March 31, 2006                                    4.00 to 1.00
          June 30, 2006                                     4.00 to 1.00
          September 30, 2006                                4.00 to 1.00
          December 31, 2006 and each Fiscal Quarter         3.50 to 1.00
          thereafter

               (b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to be
less than the ratio set forth below opposite such fiscal quarter:

                                                             Consolidated
                         Fiscal Period                  Interest Coverage Ratio
                         -------------                  -----------------------

          September 30, 2002                                2.00 to 1.00
          December 31, 2002                                 2.00 to 1.00
          March 31, 2003                                    2.00 to 1.00
          June 30, 2003                                     2.00 to 1.00
          September 30, 2003                                2.00 to 1.00
          December 31, 2003                                 2.00 to 1.00
          March 31, 2004                                    2.00 to 1.00
          June 30, 2004                                     2.00 to 1.00
          September 30, 2004                                2.00 to 1.00
          December 31, 2004                                 2.15 to 1.00
          March 31, 2005                                    2.15 to 1.00
          June 30, 2005                                     2.15 to 1.00

<PAGE>

                                                                             71

                                                             Consolidated
                         Fiscal Period                 Interest Coverage Ratio
                         -------------                 -----------------------

          September 30, 2005                                2.15 to 1.00
          December 31, 2005                                 2.50 to 1.00
          March 31, 2006                                    2.50 to 1.00
          June 30, 2006                                     2.50 to 1.00
          September 30, 2006                                2.50 to 1.00
          December 31, 2006 and each Fiscal Quarter         3.00 to 1.00
          thereafter

               7.2 Limitation on Indebtedness. Create, incur, assume or suffer
to exist any Indebtedness, except:

               (a)  Indebtedness of any Loan Party pursuant to any Loan Document
     (including Indebtedness in respect of Loans and Letters of Credit);

               (b)  Indebtedness of the Borrower to any Subsidiary and, subject
     to Section 7.8(i) in the case of Indebtedness of a Subsidiary that is not a
     Subsidiary Guarantor, of any Subsidiary to the Borrower or any other
     Subsidiary;

               (c)  Indebtedness (including, without limitation, Capital Lease
     Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate
     principal amount not to exceed $7,500,000 at any one time outstanding;

               (d)  Indebtedness outstanding on the date hereof and listed on
     Schedule 7.2(d);

               (e)  subject to Section 7.8(i) in the case of Guarantee
     Obligations in respect of obligations of Subsidiaries that are not
     Subsidiary Guarantors, Guarantee Obligations made in the ordinary course of
     business by the Borrower or any of its Subsidiaries of obligations (other
     than Indebtedness) of the Borrower or any Subsidiary;

               (f)  (i) Indebtedness of the Borrower and Alliance Laundry
     Corporation in respect of (A) the Senior Subordinated Notes in an aggregate
     principal amount not to exceed $110,000,000 or (B) any other senior
     subordinated notes issued to refinance the Senior Subordinated Notes having
     substantially the same terms and conditions as the Senior Subordinated
     Notes (except that the final maturity thereof shall be longer than the
     final maturity of the Senior Subordinated Notes) and in an aggregate
     principal amount not to exceed $110,000,000 and (ii) Guarantee Obligations
     of Holdings or any Subsidiary Guarantor in respect of such Indebtedness;
     provided that any Indebtedness permitted under clause (i)(B) and any such
     Guarantee Obligations are subordinated to the same extent as the
     obligations of the Borrower and Alliance Laundry Corporation in respect of
     the Senior Subordinated Notes;

               (g)  Indebtedness of Holdings in respect of the Subordinated
     Seller Notes (or any subordinated notes issued to refinance the
     Subordinated Seller Notes having substantially the same terms and
     conditions as the Subordinated Seller Notes (except that the final maturity
     thereof shall be longer than the final maturity of the Subordinated

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                                                                             72

          Seller Notes)) in an initial principal amount not to exceed $9,000,000
          plus the amount of interest on such Subordinated Seller Notes paid
          in-kind or through accretion or capitalization;

               (h) Indebtedness of the Borrower or any of its Subsidiaries
          arising out of any Sale/Leaseback Transaction permitted under Section
          7.11 in an aggregate amount not to exceed $2,500,000;

               (i) (i) Indebtedness of a Person which becomes a Subsidiary after
          the Effective Date pursuant to an Acquisition or Subsidiary
          Acquisition permitted under Section 7.8(i), (ii) Indebtedness secured
          by Liens permitted under Section 7.3(k) and (iii) Indebtedness of a
          Person assumed by the Borrower or any Subsidiary Guarantor pursuant to
          a merger of such Person with and into the Borrower or such Subsidiary
          Guarantor pursuant to an Acquisition or Subsidiary Acquisition
          permitted under Section 7.8(i), provided that, (A) such Indebtedness
          was not incurred or created in connection with or in anticipation of
          the relevant Acquisition or Subsidiary Acquisition and (B) no Default
          or Event of Default would result therefrom;

               (j) Indebtedness arising from the honoring by a bank or other
          financial institution of a check, draft or similar instrument drawn
          against insufficient funds in the ordinary course of business,
          provided that such Indebtedness is extinguished within two Business
          Days of notice to the Borrower or the relevant Subsidiary of its
          incurrence;

               (k) Indebtedness of Holdings in respect of Management Notes;

               (l) Indebtedness in respect of performance bonds, bid bonds,
          appeal bonds, surety bonds, completion guarantees or other similar
          obligations arising in the ordinary course of business, provided that
          no such bond or similar obligation is provided to secure the repayment
          of other Indebtedness;

               (m) Indebtedness arising out of purchase price adjustments and
          customary indemnifications by the Borrower or any of its Subsidiaries
          in connection with the Recapitalization or any Acquisition or
          Subsidiary Acquisition permitted under Section 7.8;

               (n) Indebtedness of the Borrower or any of its Subsidiaries in
          respect of industrial revenue bonds issued to finance the expansion of
          any facility of the Borrower or its Subsidiaries, provided that the
          aggregate principal amount of such Indebtedness does not exceed
          $10,000,000;

               (o) (i) Indebtedness of any Foreign Subsidiary incurred to
          finance the working capital requirements of such Foreign Subsidiary in
          an amount not to exceed the sum of 90% of such Foreign Subsidiary's
          Accounts Receivable and 60% of such Foreign Subsidiary's inventory and
          (ii) other Indebtedness of Foreign Subsidiaries not to exceed
          $2,500,000 in the aggregate at any one time outstanding;

               (p) additional Indebtedness not otherwise permitted under this
          Section 7.2 provided that the aggregate outstanding principal amount
          of such Indebtedness does not

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                                                                             73

          exceed $10,000,000 prior to the completion of the Ripon Transition and
          $20,000,000 at any time thereafter;

               (q) Indebtedness of Holdings in respect of any Restricted Payment
          made to it and permitted pursuant to Section 7.6 to the extent such
          Restricted Payment is recharacterized as a loan instead of a
          distribution;

               (r) Indebtedness incurred since the Effective Date by the
          Borrower or any Subsidiary Guarantor to finance any Acquisition or
          Subsidiary Acquisition permitted under Section 7.8(i) in an aggregate
          principal amount not to exceed the excess of (x) $35,000,000 over (y)
          the aggregate amount of all Indebtedness assumed by the Borrower and
          the Subsidiary Guarantors (including any Acquired Persons) in
          connection with all such Acquisitions and Subsidiary Acquisitions
          consummated in reliance upon clause (i)(A)(x) of the proviso to such
          Section, provided that, (i) if any Consolidated Senior Debt is
          incurred in connection with any such Acquisition, after giving effect
          to such Indebtedness and the related Acquisitions or Subsidiary
          Acquisitions on a pro forma basis as if such Indebtedness had been
          incurred and such Acquisitions or Subsidiary Acquisitions had occurred
          on the first day of the most recent period of four consecutive
          quarters of the Borrower, the Consolidated Senior Debt Leverage Ratio
          on the last day of such period would not have been greater than 3.75
          to 1.0 and the Borrower would have been in compliance with the
          covenants set forth in Section 7.1 on such date and (ii) after giving
          effect to such Indebtedness and the related Acquisitions or Subsidiary
          Acquisitions, no Default or Event of Default shall have occurred and
          be continuing;

               (s) (i) Indebtedness of the Borrower or any Subsidiary Guarantor
          consisting of Guarantee Obligations in respect of any Indebtedness of
          the Borrower or any Subsidiary Guarantor incurred pursuant to
          paragraphs (c), (h), (i), (l), (m), (n), (p), (s) or (t) of this
          Section, (ii) Indebtedness of any Subsidiary (other than a Subsidiary
          Guarantor) consisting of Guarantee Obligations of any Indebtedness of
          the Borrower or any other Subsidiary of any of the Borrower or any
          other Subsidiary and (iii) subject to Section 7.8(i), any Indebtedness
          of the Borrower or Subsidiary Guarantor consisting of Guarantee
          Obligations in respect of Indebtedness of any Subsidiary (other than a
          Subsidiary Guarantor);

               (t) Indebtedness incurred in connection with the financing of
          insurance premiums in the ordinary course of business;

               (u) In connection with Permitted Receivables Financings, Limited
          Originator Recourse; and

               (v) subject to Section 7.3(f), any renewals, extensions,
          refundings or refinancings of any Indebtedness permitted under
          paragraphs (c), (d), (j) and (o) of this Section, provided that the
          principal amount of such Indebtedness is not increased pursuant to any
          such renewal, extension, refunding or refinancing;

provided, however, that no Indebtedness of Holdings, the Borrower or any of
their respective Subsidiaries (other than Indebtedness under this Agreement)
shall be designated as "Designated

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                                                                              74

Senior Debt" or shall be "Senior Credit Facilities" under and as defined in the
Senior Subordinated Note Indenture without the prior written consent of the
Agents and the Required Lenders.

          7.3 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except
for:

          (a)   Liens for taxes, assessments or governmental charges or levies
     not yet delinquent or which are being contested in good faith by
     appropriate proceedings; provided that adequate reserves with respect
     thereto are maintained on the books of the Borrower or its Subsidiaries, as
     the case may be, in conformity with GAAP;

          (b)   carriers', warehousemen's, mechanics', materialmen's,
     repairmen's, landlords' or other like Liens arising in the ordinary course
     of business, and Liens imposed by law, in each case which are not overdue
     for a period of more than 30 days or which are being contested in good
     faith by appropriate proceedings;

          (c)   pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation;

          (d)   deposits to secure the performance of bids, tenders, trade
     contracts (other than for borrowed money), leases, statutory obligations,
     surety and appeal bonds, performance bonds and other obligations of a like
     nature incurred in the ordinary course of business;

          (e)   easements, rights-of-way, restrictions, minor defects or
     irregularities of title and other similar encumbrances incurred in the
     ordinary course of business which, in the aggregate, are not substantial in
     amount and which do not in any case materially detract from the value of
     the Property subject thereto or materially interfere with the ordinary
     conduct of the business of the Borrower or any of its Subsidiaries;

          (f)   (i) Liens in existence on the date hereof listed on Schedule
     7.3(f), securing Indebtedness permitted by Section 7.2(d) and (ii) Liens
     securing Indebtedness permitted under Section 7.2(r), provided that no such
     Lien is spread to cover any additional Property after the Effective Date
     and that the amount of Indebtedness secured thereby is not increased;

          (g)   Liens securing Indebtedness of the Borrower or any other
     Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition,
     repair or improvement of fixed or capital assets (including any interest or
     title of a lessor under any Capital Lease Obligation) and real property;
     provided that (i) such Liens shall be created within 180 days after the
     acquisition of such fixed or capital assets or real property, as the case
     may be, (ii) such Liens do not at any time encumber any Property other than
     the Property financed by such Indebtedness and (iii) the amount of
     Indebtedness secured thereby is not increased;

          (h)   Liens created pursuant to this Agreement and the Security
     Documents;

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                                                                              75

          (i)   Liens arising from judgments or decrees which do not result in
     an Event of Default under Section 8(h);

          (j)   Liens securing Indebtedness of Foreign Subsidiaries permitted to
     be incurred pursuant to Section 7.2(o), so long as any such Lien attaches
     only to the assets of the respective Foreign Subsidiary that has incurred
     such Indebtedness;

          (k)   Liens on any assets of a Person which becomes a Subsidiary after
     the date hereof pursuant to an Acquisition or Subsidiary Acquisition
     permitted under Section 7.8(i) and Liens on fixed assets otherwise acquired
     pursuant to any such Acquisition or Subsidiary Acquisition, provided that
     (i) such Liens existed at the time such Person became a Subsidiary or such
     assets were acquired, as the case may be, and were not created in
     anticipation of the acquisition, (ii) any such Lien does not by its terms
     cover any property or assets after the time such Person becomes a
     Subsidiary or such assets were acquired, as the case may be, which were not
     covered immediately prior thereto and (iii) any such Lien does not by its
     terms secure any Indebtedness other than Indebtedness existing immediately
     prior to the time such Person becomes a Subsidiary or such assets are
     acquired, as the case may be;

          (l)   all building codes and zoning ordinances and other laws,
     ordinances, regulations, rules, orders or determinations of any federal,
     state, county, municipal or other governmental authority now or hereafter
     enacted;

          (m)   Liens on the Property financed with the proceeds of the
     Indebtedness permitted by Section 7.2(n) to secure such Indebtedness;

          (n)   Liens securing reimbursement of obligations in respect of (i)
     documentary letters of credit, provided that such Liens cover only the
     documents, the goods covered thereby and the proceeds thereof and (ii)
     bankers' acceptances created in respect of drawings under such letters of
     credit, provided that such Liens cover only the specific goods financed
     under such letter of credit and the proceeds thereof;

          (o)   Liens consisting of rights of set-off of a customary nature or
     bankers' liens on amounts on deposit, whether arising by contract or
     operation of law, incurred in the ordinary course of business;

          (p)   Liens encumbering customary initial deposits in respect of
     commodity trading accounts or other brokerage accounts incurred in the
     ordinary course of business;

          (q)   Liens solely on any cash earnest money deposits made by the
     Borrower or any of the Subsidiary Guarantors in connection with any letter
     of intent or purchase agreement entered into by it in connection with an
     Acquisition or Subsidiary Acquisition permitted under Section 7.8(i);

          (r)   Liens on assets sold pursuant to Sale/Leaseback Transactions
     permitted under Section 7.11;

<PAGE>

                                                                              76

          (s)   Liens not otherwise permitted by this Section 7.3 so long as
     neither (i) the aggregate outstanding principal amount of the obligations
     secured thereby nor (ii) the aggregate fair market value (determined, in
     the case of each such Lien, as of the date such Lien is incurred) of the
     assets subject thereto exceeds (as to the Borrower and all Subsidiaries)
     $2,500,000 at any one time;

          (t)   Liens on goods in favor of customs and revenue authorities which
     secure payment of customs duties in connection with the importation of such
     goods;

          (u)   Liens securing obligations (other than Indebtedness) under
     operating, reciprocal easements or similar agreements entered into in the
     ordinary course of business by the Borrower and its Subsidiaries which do
     not materially interfere with the ordinary conduct of the business of the
     Borrower and its Subsidiaries;

          (v)   Liens consisting of any right of set-off granted to any
     financial institution acting as a lockbox bank in connection with a
     Permitted Receivables Financing;

          (w)   Liens on insurance policies and the proceeds thereof securing
     the financing of premiums with respect thereto; and

          (x)   Liens filed for the purpose of perfecting the ownership
     interests of a purchaser of Receivables, equipment loans and related assets
     pursuant to any Permitted Receivables Financing.

          7.4 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or Dispose of all or substantially all
of its Property or business, except that:

          (a)   any Subsidiary of the Borrower may be merged or consolidated
     with or into the Borrower (provided that the Borrower shall be the
     continuing or surviving corporation) or with or into any Subsidiary
     (provided that, if any Subsidiary party to such merger or consolidation is
     a Subsidiary Guarantor, the surviving entity shall also be a Subsidiary
     Guarantor);

          (b)   (i) the Borrower may Dispose of any or all of its assets
     (including the Capital Stock of any Subsidiary) to any Subsidiary Guarantor
     which, after giving effect to such Disposition, is and remains a Material
     Subsidiary or, subject to Section 7.8(i), any other Subsidiary and (ii) any
     Subsidiary may Dispose of any or all of its assets (including Capital Stock
     of any other Subsidiary) (upon voluntary liquidation, dissolution or
     otherwise) to the Borrower or any other Subsidiary, provided that if any
     such Subsidiary Disposing of any or all of its assets to a Subsidiary is a
     Subsidiary Guarantor, the Subsidiary to which such assets are sold or
     transferred must also be a Subsidiary Guarantor;

          (c)   the Borrower or any Subsidiary may merge with or consolidate
     with any Person in connection with any Acquisition or Subsidiary
     Acquisition permitted hereunder, provided that (i) (A) if the Borrower is a
     party thereto, the Borrower is the surviving entity of such merger or
     consolidation and (B) if a Subsidiary Guarantor is a

<PAGE>

                                                                              77

     party thereto, the surviving entity of such merger or consolidation is a
     Subsidiary Guarantor and (ii) no Default or Event of Default shall have
     occurred and be continuing or would result therefrom; and

          (d)   Dispositions permitted under Section 7.5.

          7.5 Limitation on Disposition of Property. Dispose of any of its
Property (including, without limitation, receivables and leasehold interests),
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person,
except:

          (a)   the Disposition of obsolete, worn out or surplus property in the
     ordinary course of business;

          (b)   the sale or lease of inventory or equipment in the ordinary
     course of business;

          (c)   the sale or discount, in each case without recourse, of Accounts
     Receivable arising in the ordinary course of business, but only in
     connection with the compromise or collection thereof to the extent not
     transferred in connection with any Permitted Receivables Financing;

          (d)   the sale or exchange of specific items of equipment for
     replacement items of equipment in the ordinary course of business which are
     the functional equivalent of the item of equipment so exchanged;

          (e)   Dispositions permitted by Section 7.4(a) or (b);

          (f)   the sale or issuance of any Subsidiary's Capital Stock to the
     Borrower or of the Borrower to Holdings or (i) in the case of a Wholly
     Owned Subsidiary, to the Subsidiary which owns the remainder of such
     Subsidiary's Capital Stock and (ii) in the case of a Subsidiary that is not
     a Wholly Owned Subsidiary, pro rata to the holders of the Capital Stock of
     such Subsidiary;

          (g)   the Disposition of other assets having a fair market value not
     to exceed $500,000 in the aggregate for any fiscal year of the Borrower;

          (h)   any Disposition or Recovery Event, provided, that (i) the
     requirements of Section 2.12(b) are complied with in connection therewith
     and (ii) the aggregate amount of all such Dispositions in any fiscal year
     of the Borrower shall not exceed $5,000,000;

          (i)   Dispositions of assets sold pursuant to a Sale/Leaseback
     Transaction permitted under Section 7.11;

          (j)   Dispositions of non-core assets acquired pursuant to
     Acquisitions or Subsidiary Acquisitions permitted under Section 7.8(i);

<PAGE>

                                                                              78

          (k)   Dispositions of all or any portion of the Capital Stock or
     assets of any Foreign Subsidiary;

          (l)   Dispositions (i) in connection with the Ripon Transition and
     (ii) of the Capital Stock of, or all or any portion of the assets of, ALSA;

          (m)   sales and transfers of Receivables, equipment loans and related
     assets (including contract rights) by the Borrower and its Subsidiaries
     (including the Securitization Entities) in connection with any Permitted
     Receivables Financing pursuant to the applicable Securitization
     Documentation, provided, that (i) the principal amount of cash and the
     purchase money notes received as consideration in any such sale or transfer
     (when aggregated with the cash and purchase money notes received as
     consideration upon all such other sales of Receivables, equipment loans and
     related assets during the ninety days preceding such sale or transfer) is
     at least equal to 75% of the aggregate face amount of all Receivables so
     sold or transferred on such day and during the ninety preceding days, (ii)
     the Borrower and its Subsidiaries may only receive such purchase money
     notes to the extent such purchase money notes are issuable pursuant to
     either (x) the Securitization Documentation for the Initial Receivables
     Facility in effect on the Effective Date or (y) the Securitization
     Documentation for the Permitted Receivables Financing replacing such
     Initial Receivables Facility so long as the terms and conditions of
     purchase money notes issuable pursuant to such replacement receivables
     facility are not materially more disadvantageous to the Agents and the
     Lenders than the terms and conditions of the purchase money notes issued
     pursuant to the Initial Receivables Facility in effect on the Effective
     Date or are otherwise reasonably satisfactory to the Agents and (iii) in
     the event that an "Event of Default" occurs in respect of the Borrower
     under Section 8(k) of the Loan and Security Agreement, dated as of May 5,
     1998, among Alliance Laundry Receivables Warehouse LLC, the financial
     institutions party thereto as lenders, and Lehman Commercial Paper Inc., as
     agent for such lenders, or any successor or similar provision in any other
     Securitization Documentation with respect to any Permitted Receivables
     Financing, the consideration for any such sale or transfer during the
     continuation of any such Event of Default shall include cash at least equal
     to 75% of the face amount of any Receivable sold pursuant to any such sale
     or transfer unless otherwise approved by the Administrative Agent;

          (n)   Restricted Payments permitted under Section 7.6;

          (o)   leases and licenses of real or personal property (including
     Intellectual Property) in the ordinary course of business;

          (p)   Dispositions of all or any portion of the Capital Stock or
     assets of any Subsidiary (other than a Material Subsidiary);

          (q)   sales of equipment loans on a non-recourse basis to a third
     parties in an amount equal to at least 75% of the fair market value
     thereof;

          (r)   the sale of Accounts Receivable pursuant to arrangements
     customary to the industry; and

<PAGE>

                                                                              79

          (s)   Dispositions of (i) Cash Equivalents and (ii) Investments (other
     than Acquisitions);

provided, however, that to the extent that any of the foregoing constitute an
Asset Sale, at least 75% of the consideration received in connection with such
Asset Sale shall consist of cash, Cash Equivalents, Capital Stock of a
Subsidiary or fixed assets used or useful in the business of the Borrower and
its Subsidiaries.

          7.6 Limitation on Restricted Payments. Declare or pay any dividend
(other than dividends payable solely in similar Capital Stock of the Person
making such dividend or by increasing the liquidation preference of any such
Capital Stock) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Capital Stock of Holdings (including,
without limitation, the Seller Preferred Membership Interests), the Borrower or
any Subsidiary, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of Holdings, the Borrower or any Subsidiary
(collectively, "Restricted Payments"), except that:

          (a)   any Subsidiary may make Restricted Payments to the holders of
     its Capital Stock ratably in accordance with their respective ownership
     interests;

          (b)   so long as no Default or Event of Default shall have occurred
     and be continuing, the Borrower may pay dividends or distributions to
     Holdings to permit Holdings to (i) (A) purchase Holdings' Capital Stock or
     options to purchase Capital Stock from present or former officers or
     employees of Holdings, the Borrower or any of their respective Subsidiaries
     upon the death, disability or termination of employment of such officer or
     employee or (B) make payments on promissory notes ("Management Notes")
     issued by Holdings to any such officers or employees of Holdings, the
     Borrower or any of their respective Subsidiaries to finance the purchase of
     Capital Stock or options to purchase Capital Stock upon the death,
     disability or termination of employment of any such officer or employee,
     provided, that the aggregate amount of payments (not including the
     forgiveness of any Indebtedness described in Section 7.8(p)) under this
     clause (i) subsequent to the date hereof (net of any proceeds received by
     Holdings subsequent to the date hereof in connection with resales of any
     Capital Stock or options to purchase Capital Stock so purchased) shall not
     exceed $5,000,000 in the aggregate subsequent to the Effective Date;
     provided, that Holdings shall also be permitted to make such purchases with
     the Net Cash Proceeds to Holdings or the Borrower from any "key-man" life
     insurance policies received after the Original Closing Date, (ii) pay fees,
     expenses and other amounts to the Sponsor and its Control Investment
     Affiliates expressly permitted by Section 7.10 and (iii) to pay directors'
     fees and expenses and indemnity obligations;

          (c)   the Borrower may pay dividends or distributions to Holdings to
     permit Holdings to (i) pay corporate overhead expenses incurred in the
     ordinary course of business not to exceed $1,500,000 in any fiscal year and
     (ii) pay any taxes which are due and payable by Holdings and the Borrower
     as part of a consolidated group;

<PAGE>

                                                                              80

          (d)   cash distributions by the Borrower to Holdings and by Holdings
     to the holders of its Capital Stock to enable such holders to make tax
     payments resulting from the net income of the Borrower and its Subsidiaries
     in any fiscal year (including the tax distributions contemplated by Article
     IV of the limited liability company agreement of the Borrower as in effect
     on the date hereof) shall be permitted, provided that prior to the making
     of each such distribution, the Borrower shall have delivered to the
     Administrative Agent a certificate of a Responsible Officer of the Borrower
     setting forth in reasonable detail the highest federal, state and local tax
     rates applicable to such holders (after giving effect to deductions for
     such state and local taxes applicable thereto);

          (e)   dividends or distributions paid by the Borrower to Holdings in
     an amount necessary to pay indemnity claims or any purchase price
     adjustment required to be paid by Holdings pursuant to the Merger Agreement
     (as in effect on the date hereof), and payments of such claims or
     adjustments with the proceeds of such dividends or distributions by
     Holdings to Raytheon;

          (f)   cash distributions by the Borrower to Holdings, to enable
     Holdings to make payments under the Transition Services Agreement, dated as
     of May 5, 1998, between Raytheon and Holdings (as in effect on the date
     hereof) in connection with the Recapitalization; and

          (g)   repurchases of Capital Stock deemed to occur as a result of the
     surrender of such Capital Stock for cancellation in connection with the
     exercise of stock options shall be permitted.

          7.7 Limitation on Capital Expenditures. Make or commit to make any
Capital Expenditure, except (a) Capital Expenditures of the Borrower and its
Subsidiaries in the ordinary course of business in any fiscal year of the
Borrower not exceeding the amount set forth below opposite such fiscal year:

       Fiscal Year                                Amount
       -----------                                ------

       2002                                       $ 8,500,000
       2003                                       $ 9,000,000
       2004                                       $10,000,000
       2005                                       $12,000,000
       2006                                       $12,000,000
       2007                                       $12,000,000

; provided, that (i) up to 50% of any such amount referred to above (without
giving effect to any additional Capital Expenditures permitted during such
fiscal year pursuant to clause (ii) below), if not so expended in the fiscal
year for which it is permitted (as to such fiscal year, the "CapEx Carryforward
Amount"), may be carried over for expenditure in the next succeeding fiscal
year, (ii) Capital Expenditures made pursuant to this clause (a) during any
fiscal year shall be deemed made, first, in respect of amounts permitted for
such fiscal year as provided above and, second, in respect of amounts carried
over from the prior fiscal year pursuant to subclause (i) above, (b) Capital
Expenditures made with the proceeds of any Reinvestment Deferred Amount,

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                                                                              81

(c) Capital Expenditures in any fiscal year made with the then unused Permitted
Expenditure Amounts and (d) Capital Expenditures attributable to all or a
portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under
Section 7.8.

          7.8 Limitation on Investments. Make any advance, loan, extension of
credit (by way of guaranty or otherwise) or capital contribution to, or purchase
any Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting an ongoing business from, or make any other investment in,
any other Person (all of the foregoing, "Investments"), except:

          (a)   extensions of trade credit in the ordinary course of business,
     including Accounts Receivable;

          (b)   investments in cash and Cash Equivalents;

          (c)   Investments arising in connection with the incurrence of
     Indebtedness permitted by Section 7.2(b) and (e);

          (d)   loans and advances to employees of Holdings, the Borrower or any
     Subsidiaries of the Borrower in the ordinary course of business (including,
     without limitation, for travel, entertainment and relocation expenses) in
     an aggregate amount for Holdings, the Borrower and Subsidiaries of the
     Borrower not to exceed $500,000 at any one time outstanding;

          (e)   Investments by Holdings in the Borrower and the Subsidiary
     Guarantors;

          (f)   Investments existing on the date hereof and listed on Schedule
     7.8;

          (g)   Investments in assets useful in the Borrower's or its
     Subsidiaries' business (including through Acquisitions or Subsidiary
     Acquisitions) made by the Borrower or any of its Subsidiaries with the
     proceeds of any Reinvestment Deferred Amount;

          (h)   Investments (other than those relating to the incurrence of
     Indebtedness permitted by Section 7.8(c)) by Holdings, the Borrower or any
     of its Subsidiaries in the Borrower or any Person that, prior to such
     investment, is a Subsidiary Guarantor;

          (i)   Acquisitions and other Investments by the Borrower and the
     Subsidiary Guarantors (other than Alliance Laundry Corporation) (including,
     without limitation, Investments by the Borrower and the Subsidiary
     Guarantors in Subsidiaries that are not Subsidiary Guarantors), provided
     that (i) (A) the aggregate consideration (including assumed Indebtedness,
     but excluding consideration in the form of Capital Stock of Holdings) for
     all such Acquisitions after the Effective Date shall not exceed the sum of
     (x) $30,000,000 and (y) the then unused Permitted Expenditure Amount at
     such time, (B) if any Consolidated Senior Debt is incurred in connection
     with any such Acquisition (1) after giving effect to such Acquisition on a
     pro forma basis as if such Acquisition has occurred on the first day of the
     most recent period of four consecutive fiscal quarters, the Consolidated
     Senior Debt Leverage Ratio on the last day of such period would not have
     been greater than 3.75 to 1.0 and (2) the Borrower shall have obtained the
     prior written consent of the Agents and the Required Lenders to the extent
     required pursuant to the

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                                                                              82

     proviso at the end of Section 7.2, (C) prior to the consummation of any
     such Acquisition, the Administrative Agent shall have received a
     certificate of a Responsible Officer setting forth the calculations
     required to determine compliance with clauses (A) and (B) above and
     certifying that the conditions set forth in this Section 7.8(i) have been
     satisfied and (D) no Default or Event of Default shall have then occurred
     and be continuing or would result therefrom and (ii) after giving effect to
     any such Investment (other than an Acquisition), the aggregate outstanding
     or unreturned amount (including the aggregate consideration (including
     assumed Indebtedness) for all Subsidiary Acquisitions, but excluding any
     consideration in the form of Capital Stock of Holdings) of all such
     Investments (other than Acquisitions) (including Investments in the nature
     of sales and transfers of assets for less than fair market value and
     Guarantee Obligations permitted by Section 7.2(e) or 7.2(s)) made
     subsequent to the Effective Date shall not exceed the sum of (A)
     $5,000,000, (B) an amount equal to the excess of (x) the Designated Equity
     Amounts as of the date of such Investment over (y) the then unused
     Permitted Expenditure Amounts based upon such Designated Equity Amounts,
     (C) the Net Cash Proceeds from any Disposition pursuant to Section 7.5(l)
     (other than any Net Cash Proceeds applied to prepay Loans) and (D) any
     other cash received on any such Investments, provided, further, that the
     conversion of any Indebtedness owed to the Borrower or any Subsidiary by
     any Subsidiary that is not a Subsidiary Guarantor into equity of such
     Subsidiary shall not constitute an additional Investment in such Subsidiary
     by the Borrower or such Subsidiary for purposes of clause (ii) of the
     limitation contained in the immediately preceding proviso;

          (j)   Investments received in connection with the collection of
     Accounts Receivable in the ordinary course of business and Investments
     (including debt obligations) received in connection with the bankruptcy or
     reorganization of suppliers and customers and in good faith settlement of
     delinquent obligations of, and other disputes with, customers and suppliers
     arising in the ordinary course of business;

          (k)   Investments received in connection with any Asset Sale or other
     Disposition permitted hereunder;

          (l)   loans and advances (including in respect of Notes Receivable) to
     suppliers and customers or users of the Borrower or any Subsidiary's
     products or customers of distributors of such products in the ordinary
     course of business consistent with past practice;

          (m)   Investments resulting from the contribution or transfer of the
     Capital Stock or assets of ALSA to a joint venture entered into by the
     Borrower after the Effective Date;

          (n)   Investments by the Borrower or any of its Subsidiaries arising
     out of sales and transfers of Receivables, equipment loans and related
     assets pursuant to Section 7.5(m);

          (o)   loans and advances to members of management of Holdings in an
     aggregate amount not to exceed $2,000,000 plus payment-in-kind interest at
     any time

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                                                                              83

     outstanding in connection with the acquisition of Capital Stock of Holdings
     by such members of management on the Closing Date pursuant to the
     Recapitalization;

          (p)   Investments in ALSA not to exceed $1,000,000 in the aggregate;

          (q)   Investments in respect of the purchase money notes described in
     Section 7.5(m);

          (r)   Investments (i) arising out of any repurchase pursuant to
     Section 7.9 of Senior Subordinated Notes or other Indebtedness permitted
     under Section 7.2(f) or (ii) any repurchase of Indebtedness in connection
     with the refinancing thereof to the extent permitted under Section 7.2;

          (s)   Investments by Subsidiaries which are not Subsidiary Guarantors
     in the Borrower or any other Subsidiary; and

          (t)   Investments arising out of the Limited Originator Recourse.

          7.9 Limitation on Optional Payments and Modifications of Debt
Instruments. (a) Make or offer to make any optional or voluntary payment,
prepayment, repurchase or redemption of, or otherwise voluntarily or optionally
defease, the Senior Subordinated Notes (or any other Indebtedness permitted
under Section 7.2(f)) or the Subordinated Seller Notes (or any other
Indebtedness permitted under Section 7.2(g)) (except for the exchange of the 9
5/8% Senior Subordinated Note Due 2008 for senior subordinated notes having
substantially the same terms and conditions contemplated under the Senior
Subordinated Note Indenture or for the refinancing of the Senior Subordinated
Notes and Subordinated Seller Notes in accordance with Section 7.2(f) or 7.2(g),
as the case may be), provided that, so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom the Borrower may
repurchase or redeem Senior Subordinated Notes in an aggregate principal amount
not to exceed an amount equal to the excess of (x) 50% of the aggregate
Prepayment Amounts declined by the Term Loan Lenders pursuant to Section 2.18(d)
as of the date of such repurchase or redemption over (y) the then unused
Permitted Expenditure Amounts based upon such Prepayment Amounts, (b) amend,
modify or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the terms of the Senior Subordinated Notes (or
any other Indebtedness permitted under Section 7.2(f)) or the Subordinated
Seller Notes (or any other Indebtedness permitted under Section 7.2(g)) (other
than any such amendment, modification, waiver or other change which (i) (A)
would extend the maturity or reduce the amount of any payment of principal
thereof, reduce the rate or extend the date for payment of interest thereon or
relax any covenant or other restriction applicable to the Borrower or any of its
Subsidiaries and (B) does not involve the payment of a consent fee or (ii) is
not adverse in any respect to the interests of the Lenders in the reasonable
opinion of the Administrative Agent), (c) designate any Indebtedness (other than
the Obligations) as "Designated Senior Indebtedness" or "Senior Credit
Facilities" for the purposes of the Senior Subordinated Note Indenture, (d)
amend its certificate of incorporation in any manner determined by the
Administrative Agent to be adverse to the Lenders or (e) make, offer to make or
(after giving effect to any applicable subordination provisions) become
obligated to make any repurchase of any Seller Securities upon any "change of
control" (as such term is defined in the Seller Securities).

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                                                                              84

          7.10 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than Holdings,
the Borrower or any Subsidiary Guarantor) unless such transaction is (a)
otherwise permitted under this Agreement, (b) in the ordinary course of business
of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) upon
fair and reasonable terms no less favorable to Holdings, the Borrower or such
Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person which is not an Affiliate or Holdings, the
Borrower or such Subsidiary. Notwithstanding the foregoing, the following
transactions shall be permitted: (i) the Borrower and its Subsidiaries may pay
management, advisory or similar fees and expenses to the Sponsor and its Control
Investment Affiliates in an aggregate amount not to exceed $1,000,000 in any
fiscal year of the Borrower (plus reasonable out-of-pocket expenses incurred by
Sponsor and its Affiliates in providing services to Holdings and the Borrower),
(ii) Holdings, the Borrower and their respective Subsidiaries may pay customary
fees to, and the reasonable out-of-pocket expenses of, its Board of Managers and
may provide customary indemnities for the benefit of members of its Board of
Managers, (iii) the payment by Holdings or the Borrower, in connection with any
Acquisition, divestiture or financing transaction that is consummated by
Holdings, the Borrower or any of their respective subsidiaries, of a transaction
fee and expenses to the Sponsor and its Affiliates pursuant to the Bain Advisory
Services Agreement (as in effect on the date hereof) for such transaction, (iv)
transactions with Subsidiaries that are not Subsidiary Guarantors, joint venture
partners or purchasers or sellers of goods or services, in each case in the
ordinary course of business (including, without limitation, pursuant to joint
venture agreements) and otherwise in compliance with the terms of the Loan
Documents which are fair to the Borrower or its Subsidiaries, in the good faith
determination of the Board of Managers of the Borrower or the senior management
thereof, or are on terms at least as favorable as might reasonably been obtained
at such time from an unaffiliated party, (v) any employment agreement entered
into by Holdings or any of its Subsidiaries or employee compensation payments in
the ordinary course of business and consistent with past practices of the
Borrower or such Subsidiary, (vi) Restricted Payments that are permitted by the
provisions of Section 7.6, (vii) payments or loans to employees or consultants
which are approved by the Board of Managers in good faith, (viii) in the case of
foreign joint ventures, transfers of equipment for sale outside of North America
in exchange for value not less than the Borrower's cost of producing such
equipment and (ix) transactions effected pursuant to a Permitted Receivables
Financing (including the servicing of Receivables sold thereunder by the
Borrower or any of its Subsidiaries).

          7.11 Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by Holdings, the Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by Holdings, the Borrower or such Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of Holdings, the Borrower or
such Subsidiary (a "Sale/Leaseback Transaction"), except for Sale/Leaseback
Transactions by the Borrower and its Subsidiaries with an aggregate sales price
not to exceed $2,500,000 since the Effective Date.

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                                                                              85

          7.12 Limitation on Changes in Fiscal Periods. Permit the fiscal year
of the Borrower to end on a day other than December 31 or change the Borrower's
method of determining fiscal quarters.

          7.13 Limitation on Negative Pledge Clauses. Enter into or suffer to
exist or become effective any agreement which prohibits or limits the ability of
Holdings, the Borrower or any of their respective Subsidiaries to create, incur,
assume or suffer to exist any Lien upon any of its Property or revenues, whether
now owned or hereafter acquired, to secure the Obligations or, in the case of
any Guarantor, its obligations under the Guarantee and Collateral Agreement,
other than (a) this Agreement and the other Loan Documents, (b) any agreements
governing any purchase money Liens or Capital Lease Obligations otherwise
permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby), (c) any agreement relating to a
Disposition of Property by the Borrower or any of its Subsidiaries (in which
case, any prohibition or restriction shall only be effective against the
Property to be Disposed in such Disposition), (d) any agreement with respect to
Indebtedness of a Foreign Subsidiary permitted under Section 7.2(o) (in which
case, any prohibition or restriction shall only be effective against the
Property of such Foreign Subsidiary), (e) the Senior Subordinated Note Indenture
(or any agreement governing any other Indebtedness permitted under Section
7.2(f)), (f) any agreement which prohibits the creation of Liens to secure the
Senior Subordinated Notes (or any agreement governing any other Indebtedness
permitted under Section 7.2(f)) or the Subordinated Seller Note (or any
agreement governing any other Indebtedness permitted under Section 7.2(g)), (g)
the Securitization Documentation (in which case, any prohibition or restriction
shall only be effective against the Property of the relevant Securitization
Entities), (h) customary non-assignment provisions in leases entered into in the
ordinary course of business and (i) any agreements relating to Liens permitted
under Section 7.3(g), (k), (n), (p), (r), (v) or (w) (in which case, any
prohibition or restriction shall only be effective against the Property subject
to the relevant Lien).

          7.14 Limitation on Restrictions on Subsidiary Distributions. Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary, (b) make Investments in the
Borrower or any other Subsidiary or (c) transfer any of its assets to the
Borrower or any other Subsidiary, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Loan
Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant
to an agreement which has been entered into in connection with the Disposition
of all or substantially all of the Capital Stock or assets of such Subsidiary,
(iii) applicable law, (iv) the Senior Subordinated Note Indenture (or any other
agreement governing Indebtedness permitted under Section 7.2(f), (v) customary
provisions restricting the assignment of rights under contracts, (vi) the
Securitization Documentation (in which case, any prohibition or restriction
shall only be effective against the relevant Securitization Entities), (vii) any
agreement with respect to Indebtedness of a Foreign Subsidiary permitted under
Section 7.2(o) or Indebtedness of a Subsidiary permitted under Section 7.2(i)
(in which case, any prohibition or restriction shall only be effective against
such Subsidiary), (viii) customary non-assignment provisions in leases entered
into in the ordinary course of business and consistent with past practices, (ix)
purchase money obligations for property acquired in the ordinary course of
business that impose restrictions of the nature described in

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                                                                              86

clause (c) above on the property so acquired, (x) any agreement for the sale of
a Subsidiary that restricts distributions by that Subsidiary pending its sale,
(xi) provisions with respect to the disposition or distribution of assets or
property in joint venture agreements and other similar agreements entered into
in the ordinary course of business, (xii) restrictions on cash or other deposits
or net worth imposed by customers under contracts entered into the ordinary
course of business and (xiii) restrictions on rights to dispose of assets
subject to Liens permitted under Section 7.3(g), (k), (n), (p), (r), (v)or (w).

          7.15 Limitation on Lines of Business. Enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Borrower and its Subsidiaries are engaged on the date of this Agreement,
including, without limitation, businesses and activities related to the
cleansing of textiles and/or garments and, in each case, activities directly
related thereto or ancillary, complementary or reasonably related thereto.

          7.16 Limitation on Amendments to Recapitalization Documents. Amend,
supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and
conditions of the Merger Agreement or any other document delivered by Raytheon,
Holdings or any of their affiliates in connection therewith except to the extent
that any such amendment, supplement or modification could not reasonably be
expected to have a Material Adverse Effect.

          7.17 Limitation on Activities of Holdings and Alliance Laundry
Corporation. In the case of Holdings and Alliance Laundry Corporation,
notwithstanding anything to the contrary in this Agreement or any other Loan
Document, (a) conduct, transact or otherwise engage in, or commit to conduct,
transact or otherwise engage in, any business or operations other than (i) in
the case of Holdings, those incidental to its ownership of the Capital Stock of
its Subsidiaries and those incidental to Investments by or in Holdings permitted
hereunder, (ii) those incidental to the issuance of the Senior Subordinated
Notes (or any other Indebtedness permitted under Section 7.2(f)), (iii)
activities incidental to the maintenance of its existence and compliance with
applicable laws and legal, tax and accounting matters related thereto and
activities relating to its employees, (iv) activities relating to the
performance of obligations under the Loan Documents to which it is a party and
(v) the receipt and payment of Restricted Payments permitted under Section 7.6,
(b) incur, create, assume or suffer to exist any Indebtedness or other
liabilities or financial obligations, except (i) nonconsensual obligations
imposed by operation of law, (ii) pursuant to the Loan Documents to which it is
a party, (iii) obligations with respect to its Capital Stock, (iv) in the case
of Holdings, in respect of the Senior Subordinated Notes (or any other
Indebtedness permitted under Section 7.2(f)), the Subordinated Seller Notes and
the Management Notes (or any other Indebtedness permitted under Section 7.2(g),
(v) obligations to its employees, officers and directors not prohibited
hereunder, (vi) obligations under the Recapitalization Documents (as in effect
on the Original Closing Date, together with any amendment permitted by Section
7.16), and (vii) in the case of Alliance Laundry Corporation, in respect of the
Senior Subordinated Notes (or any other Indebtedness permitted under Section
7.2(f)), or (c) own, lease, manage or otherwise operate any properties or assets
(including cash (other than cash received in connection with dividends paid by
the Borrower in accordance with Section 7.6 pending application in the manner
contemplated by said Section) and Cash Equivalents) other than, in the case of
Holdings only, the ownership of shares of Capital Stock of the Borrower or in
respect of notes issued to Holdings by management in respect of the purchase of
its Capital Stock.

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                                                                              87

                          SECTION 8. EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)   The Borrower shall fail to pay any principal of any Loan or
     Reimbursement Obligation when due in accordance with the terms hereof; or
     the Borrower shall fail to pay any interest on any Loan or Reimbursement
     Obligation, or any other amount payable hereunder or under any other Loan
     Document, within five days after any such interest or other amount becomes
     due in accordance with the terms hereof; or

          (b)   Any representation or warranty made or deemed made by any Loan
     Party herein or in any other Loan Document or which is contained in any
     certificate, document or financial or other written statement furnished by
     it at any time under or in connection with this Agreement or any such other
     Loan Document shall prove to have been inaccurate in any material respect
     on or as of the date made or deemed made; or

          (c)   (i) Any Loan Party shall default in the observance or
     performance of any agreement contained in clause (i) or (ii) of Section
     6.4(a) (with respect to Holdings and the Borrower only) or Section 7 of
     this Agreement or (ii) an "Event of Default" under and as defined in any
     Mortgage shall have occurred and be continuing; or

          (d)   Any Loan Party shall default in the observance or performance of
     any other agreement contained in this Agreement or any other Loan Document
     (other than as provided in paragraphs (a) through (c) of this Section), and
     such default shall continue unremedied for a period of 30 days after the
     earlier of (x) the date upon which the Borrower knows or should reasonably
     be expected to know the existence of such default or (y) the date upon
     which the Borrower receives notice of such default from the Administrative
     Agent or any Lender; or

          (e)   Holdings, the Borrower or any of their respective Subsidiaries
     shall (i) default in making any payment of any principal of any
     Indebtedness (including, without limitation, any Guarantee Obligation, but
     excluding the Loans) on the scheduled or original due date with respect
     thereto beyond the period of grace, if any, provided in the instrument or
     agreement under which such Indebtedness has created; or (ii) default in
     making any payment of any interest on any such Indebtedness beyond the
     period of grace, if any, provided in the instrument or agreement under
     which such Indebtedness was created; or (iii) default in the observance or
     performance of any other agreement or condition relating to any such
     Indebtedness or contained in any instrument or agreement evidencing,
     securing or relating thereto, or any other event shall occur or condition
     exist, the effect of which default or other event or condition is to cause,
     or to permit the holder or beneficiary of such Indebtedness (or a trustee
     or agent on behalf of such holder or beneficiary) to cause, with the giving
     of notice if required, such Indebtedness to become due prior to its stated
     maturity or (in the case of any such Indebtedness constituting a Guarantee
     Obligation) to become payable; provided, that a default, event or condition
     described in clause (i), (ii) or (iii) of this paragraph (e) shall not at
     any time constitute an Event of Default unless, at such time, one or more
     defaults, events or conditions of the

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                                                                              88

     type described in clauses (i), (ii) and (iii) of this paragraph (e) shall
     have occurred and be continuing with respect to Indebtedness the
     outstanding principal amount of which exceeds in the aggregate $5,000,000;
     or

          (f)  (i) Holdings, the Borrower or any of their respective Material
     Subsidiaries shall commence any case, proceeding or other action (A) under
     any existing or future law of any jurisdiction, domestic or foreign,
     relating to bankruptcy, insolvency, reorganization or relief of debtors,
     seeking to have an order for relief entered with respect to it, or seeking
     to adjudicate it a bankrupt or insolvent, or seeking reorganization,
     arrangement, adjustment, winding-up, liquidation, dissolution, composition
     or other relief with respect to it or its debts, or (B) seeking appointment
     of a receiver, trustee, custodian, conservator or other similar official
     for it or for all or any substantial part of its assets, or Holdings, the
     Borrower or any of their respective Material Subsidiaries shall make a
     general assignment for the benefit of its creditors; or (ii) there shall be
     commenced against Holdings, the Borrower or any of their respective
     Material Subsidiaries any case, proceeding or other action of a nature
     referred to in clause (i) above which (A) results in the entry of an order
     for relief or any such adjudication or appointment or (B) remains
     undismissed, undischarged or unbonded for a period of 60 days; or (iii)
     there shall be commenced against Holdings, the Borrower or any of their
     respective Material Subsidiaries any case, proceeding or other action
     seeking issuance of a warrant of attachment, execution, distraint or
     similar process against all or any substantial part of its assets which
     results in the entry of an order for any such relief which shall not have
     been vacated, discharged, or stayed or bonded pending appeal within 60 days
     from the entry thereof; or (iv) Holdings, the Borrower or any of their
     respective Material Subsidiaries shall take any action in furtherance of,
     or indicating its consent to, approval of, or acquiescence in, any of the
     acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings, the
     Borrower or any of their respective Material Subsidiaries shall generally
     not, or shall be unable to, or shall admit in writing its inability to, pay
     its debts as they become due; or

          (g)  (i) Any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan; and in each case in clauses (i) through (vi) above, such event
     or condition, together with all other such events or conditions, if any,
     could reasonably be expected to have a Material Adverse Effect; or

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                                                                              89

          (h)  One or more judgments or decrees shall be entered against
     Holdings, the Borrower or any of their respective Subsidiaries involving in
     the aggregate a liability (to the extent not paid or covered by insurance)
     of $2,500,000 or more, and all such judgments or decrees shall not have
     been vacated, discharged, stayed or bonded pending appeal within 30 days
     from the entry thereof; or

          (i)  Any of the Security Documents shall cease, for any reason, to be
     in full force and effect in all material respects (other than in accordance
     with its terms), or any Loan Party or any Affiliate of any Loan Party shall
     so assert, or any Lien created by any of the Security Documents shall cease
     to be enforceable and of the same effect and priority purported to be
     created thereby as to Collateral having an aggregate value in excess of
     $1,000,000; or

          (j)  The guarantee contained in Section 2 of the Guarantee and
     Collateral Agreement shall cease, for any reason, to be in full force and
     effect other than in accordance with its terms or any Loan Party shall so
     assert; or

          (k)  (i) Prior to the effectiveness of an initial registered public
     offering of common limited liability company interests by Holdings, (A) the
     Permitted Investors and the Permitted Co-Investors together shall cease to
     have the power to vote or direct the voting of securities having at least
     60% of the ordinary voting power for the election of directors or managers
     of Holdings (determined on a fully diluted basis), (B) the Permitted
     Investors and the Permitted Co-Investors together shall cease to own of
     record and beneficially at least 70% of the outstanding common limited
     liability company interests of Holdings owned by the Permitted Investors
     and the Permitted Co-Investors on the Original Closing Date, (C) the
     Permitted Investors shall cease to have the power to vote or direct the
     voting of securities having at least 40% of the ordinary voting power for
     the election of directors or managers of Holdings (determined on a fully
     diluted basis), (D) the Permitted Investors shall cease to own of record
     and beneficially at least 70% of the outstanding common limited liability
     company interests of Holdings owned by the Permitted Investors on the
     Original Closing Date or (E) the board of directors or managers of Holdings
     shall cease to consist of a majority of directors or managers appointed by
     the Permitted Investors; (ii) after the effectiveness of an initial
     registered public offering of common limited liability company interests by
     Holdings, (A) any "person" or "group" (as such terms are used in Sections
     13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act")), excluding the Permitted Investors, shall (x) become, or
     obtain rights (whether by means or warrants, options or otherwise) to
     become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5
     under the Exchange Act), directly or indirectly, of a greater percentage of
     the outstanding common limited liability company interests of Holdings than
     the percentage of such common limited liability company interests then
     owned by the Permitted Investors or (y) have the power to vote or direct
     the voting of a greater percentage of the securities having the ordinary
     voting power for the election of directors or managers of Holdings
     (determined on a fully diluted basis) than the percentage of such
     securities then owned by the Permitted Investors; (iii) Holdings shall
     cease to own and control, of record and beneficially, directly, 100% of
     each class of outstanding Capital Stock of the Borrower

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                                                                              90

     free and clear of all Liens (except Liens created by the Guarantee and
     Collateral Agreement); or (iv) a Specified Change of Control shall occur;
     or

          (l)  (i) The Senior Subordinated Notes or the guarantees thereof shall
     cease, for any reason, to be validly subordinated to the Obligations or the
     obligations of the Subsidiary Guarantors under the Guarantee and Collateral
     Agreement, as the case may be, as provided in the Senior Subordinated Note
     Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee
     in respect of the Senior Subordinated Notes or the holders of at least 25%
     in aggregate principal amount of the Senior Subordinated Notes shall so
     assert or (ii) the Subordinated Seller Notes shall cease, for any reason,
     to be validly subordinated to the Obligations;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Majority Revolving Credit Facility Lenders,
the Administrative Agent may, or upon the request of the Majority Revolving
Credit Facility Lenders, the Administrative Agent shall, by notice to the
Borrower declare the Revolving Credit Commitments to be terminated forthwith,
whereupon the Revolving Credit Commitments shall immediately terminate; and (ii)
with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice
to the Borrower, declare the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented
the documents required thereunder) to be due and payable forthwith, whereupon
the same shall immediately become due and payable. With respect to all Letters
of Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this Section, the Borrower shall at such
time deposit in a cash collateral account opened by the Administrative Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).

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                                                                              91

                              SECTION 9. THE AGENTS

          9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Agents as the agents of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes each Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein or in any other Loan Document, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Agent.
Without limiting the foregoing, it is expressly understood and agreed that the
Agents shall not be responsible in determining whether the conditions set forth
in Section 5 have been satisfied.

          9.2 Delegation of Duties. Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

          9.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party hereto or thereto to perform its
obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.

          9.4 Reliance by the Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation reasonably believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to Holdings or the other Loan Parties),
independent accountants and other experts selected by the Administrative Agent.
The Agents may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of

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assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. Each Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Lenders required to so act
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. Each Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Lenders required to so act, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Lenders and all future
holders of the Loans.

          9.5 Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender, Holdings or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default." In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders); provided that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

          9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, no Agent shall have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any affiliate of a Loan Party which may
come into the possession of such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

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                                                                              93

          9.7 Indemnification. The Lenders agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by Holdings or the Borrower and
without limiting the obligation of Holdings or the Borrower to do so), ratably
according to their respective Aggregate Exposure Percentages in effect on the
date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements which are determined
by a court of competent jurisdiction to have resulted from such Agent's gross
negligence or willful misconduct. The agreements in this Section 9.7 shall
survive the payment of the Loans and all other amounts payable hereunder.

          9.8 Agent in Its Individual Capacity. Each Agent and its affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent was not an Agent. With respect
to its Loans made or renewed by it and with respect to any Letter of Credit
issued or participated in by it, each Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

          9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' prior written notice to the
Lenders, the Syndication Agent, the Issuing Lenders and the Swing Line Lender
and the Borrower. If the Administrative Agent shall resign as Administrative
Agent under this Agreement and the other Loan Documents, then the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall (unless an Event of Default under Section Section
8(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nonetheless become effective and the
Required Lenders shall perform the duties of the Administrative Agent until such
time as the Required Lenders appoint a successor agent as provided for above.
The Syndication Agent may, at any time, by notice to the Lenders and the
Administrative Agent, resign as Syndication Agent hereunder, whereupon the

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                                                                              94

duties, rights, obligations and responsibilities hereunder shall automatically
be assumed by, and inure to the benefit of, the Administrative Agent, without
any further act by the Syndication Agent, the Administrative Agent or any
Lender. After any retiring Agent's resignation as Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was an Agent under this Agreement and the other Loan
Documents.

          9.10 Authorization to Release Liens. The Administrative Agent is
hereby irrevocably authorized by each of the Lenders to release any Lien
covering any Property of the Borrower or any of its Subsidiaries that is the
subject of a Disposition which is permitted by this Agreement or which has been
consented to in accordance with Section 10.1.

          9.11 The Arranger; the Documentation Agents. Neither the Arranger nor
the Documentation Agents, in their respective capacities as such, shall have any
duties or responsibilities, and shall incur no liability, under this Agreement
and the other Loan Documents.

          9.12 The Administrative Agent and the Secured Parties. Notwithstanding
that the Administrative Agent is named in one or more of the Security Documents
as agent for Qualified Counterparties as well as for the Lenders, each Lender
agrees, on behalf of itself and any affiliate thereof that may at any time be a
Qualified Counterparty under any Specified Hedge Agreement, that the
Administrative Agent (i) shall have no duty or obligation whatsoever to any
Qualified Counterparty under any Specified Hedge Agreement, and (ii) shall have
no duty or obligation to any Qualified Counterparty under any Security Documents
other than the obligation to deliver to such Qualified Counterparty its ratable
share (as determined by the Administrative Agent) of any proceeds received by
the Administrative Agent under the Security Documents upon the exercise by the
Administrative Agent of its remedies thereunder. Without limiting the generality
of the foregoing, each Lender agrees, on behalf of itself and any affiliate
thereof that may at any time be a Qualified Counterparty under any Specified
Hedge Agreement, that (i) the Administrative Agent shall incur no liability to
any Qualified Counterparty as a result of any release by the Administrative
Agent of any Collateral or Guarantors under any Security Document or any other
action or inaction by the Administrative Agent under any Security Document and
(ii) the Administrative Agent shall be entitled to the same exculpations and
protections, in respect of the Qualified Counterparties, as it is entitled to
with respect to the Lenders pursuant to the other provisions of this Section 9
(other than Section 9.7), mutatis mutandis.

                            SECTION 10. MISCELLANEOUS

          10.1 Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 10.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may, or
(except with respect to amendments to the Security Documents contemplated under
Section 6.10, with the written consent of the Required Lenders) the Agents and
each Loan Party party to the relevant Loan Document may, from time to time, (a)
enter into written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders
or of the Loan Parties hereunder

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                                                                              95

or thereunder or (b) waive, on such terms and conditions as the Required
Lenders, or the Agents, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Loan Documents or any Default
or Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any Loan or
Reimbursement Obligation, extend the scheduled date of any amortization payment
in respect of any Term Loan, reduce the stated rate of any interest or fee
payable hereunder or extend the scheduled date of any payment thereof, or
increase the stated amount or extend the expiration date of any Commitment of
any Lender, in each case without the consent of each Lender directly affected
thereby; (ii) amend, modify or waive any provision of this Section or reduce any
percentage specified in the definition of Required Lenders or Required
Prepayment Lenders, consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement and the other Loan Documents,
release all or substantially all of the Collateral or release all or
substantially all of the Subsidiary Guarantors from their obligations under the
Guarantee and Collateral Agreement, in each case without the consent of all
Lenders, except as otherwise provided in this Agreement or any other Loan
Document; (iii) amend, modify or waive any condition precedent to any extension
of credit under the Revolving Credit Facility set forth in Section 5.2
(including, without limitation, in connection with any waiver of an existing
Default or Event of Default) or amend, modify or waive any provision of Section
2.3 without the consent of the Majority Revolving Credit Facility Lenders; (iv)
reduce the percentage specified in the definition of Majority Facility Lenders
with respect to any Facility without the written consent of all Lenders under
such Facility; (v) amend, modify or waive any provision of Section 9 or any
other provision of any Loan Document directly affecting the rights, obligations
or duties of any Agent without the consent of such Agent; (vi) amend, modify or
waive any provision of Section 2.6 or 2.7 without the written consent of the
Swing Line Lender; (vii) amend, modify or waive any provision of Section 2.18
without the consent of each Lender directly affected thereby or amend, modify or
waive any provision of Section 2.12(a), (b) or (c) without the consent of the
Required Prepayment Lenders; (viii) amend, modify or waive any provision of
Section 3 without the consent of the Issuing Lenders and the Administrative
Agent; or (ix) amend, modify or waive Section 9.11 without the consent of the
Arranger. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan
Parties, the Lenders, the Agents and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Agents shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon. Any
such waiver, amendment, supplement or modification shall be effected by a
written instrument signed by the parties required to sign pursuant to the
foregoing provisions of this Section; provided, that delivery of an executed
signature page of any such instrument by facsimile transmission shall be
effective as delivery of a manually executed counterpart thereof.

          10.2 Notices. Except as otherwise provided herein, all notices,
requests and demands to or upon the respective parties hereto to be effective
shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered,
or three Business Days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when received, addressed (a) in the case of
Holdings,

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                                                                              96

the Borrower and the Administrative Agent, as follows and (b) in the case of the
Lenders, as set forth on Schedule 1 to the Lender Addendum to which such Lender
is a party or, in the case of a Lender which becomes a party to this Agreement
pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or
(c) in the case of any party, to such other address as such party may hereafter
notify to the other parties hereto:

     Holdings:                      Alliance Laundry Holdings LLC
                                    c/o Bain Capital Partners, LLC
                                    111 Huntington Avenue
                                    Boston, Massachusetts 02199
                                    Attention: Steve Zide
                                    Telecopy: (617) 516-2010

            with copies to:         Kirkland & Ellis
                                    200 East Randolph Drive
                                    Chicago, Illinois 60601
                                    Attention: Christopher Butler
                                    Telecopy: (312) 861-2200

     The Borrower:                  Alliance Laundry Systems LLC
                                    P.O. Box 990
                                    Shepard Street
                                    Ripon, WI 54971-0990
                                    Attention: Chief Financial Officer
                                    Telecopy: (920) 748-1629

            with copies to:         Bain Capital Partners, LLC
                                    111 Huntington Avenue
                                    Boston, Massachusetts 02199
                                    Attention: Steve Zide
                                    Telecopy: (617) 516-2010

            and:                    Kirkland & Ellis
                                    200 East Randolph Drive
                                    Chicago, Illinois 60601
                                    Attention: Christopher Butler
                                    Telecopy: (312) 861-2200

     The Syndication Agent:         Lehman Commercial Paper Inc.
                                    745 Seventh Avenue
                                    19/th/ Floor
                                    New York, New York 10019
                                    Attention: Frank Turner
                                    Telecopy: (212) 526-1463
                                    Telephone: (646) 758-1986

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                                                                              97

     The Administrative Agent:       General Electric Capital Corporation
                                     500 West Monroe
                                     Suite 1700
                                     Chicago, Illinois 60661
                                     Attention: Chad Blakeman
                                     Telecopy: (312) 441-7344

provided that any notice, request or demand to or upon either Agent or any
Lender shall not be effective until received.

          10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of either Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

          10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

          10.5 Payment of Expenses. The Borrower agrees (a) to pay or reimburse
the Agents and the Arranger for all their reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation, syndication
and execution of, and any amendment, supplement or modification to, this
Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (b) to
pay or reimburse each Lender and the Agents for all its reasonable costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the reasonable fees and disbursements
of counsel (including the allocated fees and expenses of in-house counsel) to
each Lender and of counsel to the Agents, (c) to pay, indemnify, and hold each
Lender, the Arranger and the Agents harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise (other than excise taxes imposed in lieu of
income taxes) and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender, the Arranger and the
Agents and their respective officers, directors, employees, affiliates, agents
and controlling persons (each, an "Indemnitee") harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement and performance
of this Agreement, the other Loan Documents and any

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                                                                              98

such other documents, including, without limitation, any of the foregoing
relating to the use of proceeds of the Loans or the Letters of Credit or the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of Holdings, the Borrower any of their respective
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "Indemnified Liabilities"), provided, that the Borrower shall
have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities (i) are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (ii) arise
from disputes among the Agents or among the Lenders. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries so to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws that any of them might have by
statute or otherwise against any Indemnitee. The agreements in this Section
shall survive repayment of the Loans and all other amounts payable hereunder.

          10.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of Holdings, the
Borrower, the Lenders, the Agents, all future holders of the Loans and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Agents and each Lender.

          (b)  Any Lender may, without the consent of the Borrower, in
accordance with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating interests
in any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan or other interest for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Agents shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or the stated rate of interest
on, the Loans or any fees payable hereunder, or postpone the date of the final
maturity of the Loans or Reimbursement Obligations, in each case to the extent
subject to such participation. The Borrower agrees that if amounts outstanding
under this Agreement and the Loans are due or unpaid after any applicable grace
periods, or shall have been declared or shall have become due and payable upon
the occurrence and during the continuation of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as

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                                                                              99

provided in Section 10.7(a) as fully as if it were a Lender hereunder. The
Borrower also agrees that each Participant shall be entitled to the benefits of
Sections 2.19, 2.20 and 2.21 with respect to its participation in the
Commitments and the Loans and Letters of Credit outstanding from time to time as
if it was a Lender; provided that, in the case of Section 2.20, such Participant
shall have complied with the requirements of said Section and provided, further,
that no Participant shall be entitled to receive any greater amount pursuant to
any such Section than the transferor Lender would have been entitled to receive
in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.

          (c)  Any Lender (an "Assignor") may, in accordance with applicable
law, at any time and from time to time assign to any Lender or any affiliate or
Approved Fund thereof or, with the consent of the Borrower (if no Event of
Default has occurred and is continuing) and the Agents (which, in each case,
shall not be unreasonably withheld or delayed) (provided that no such consent
need be obtained by the Syndication Agent or any of its affiliates), to an
additional bank, financial institution or other entity (an "Assignee") all or
any part of its rights and obligations under this Agreement pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit E, executed by
such Assignee and such Assignor (and, where the consent of the Borrower or the
Agents is required pursuant to the foregoing provisions, by the Borrower and
such other Persons) and delivered to the Administrative Agent for its acceptance
and recording in the Register; provided that (i) no such assignment to an
Assignee (other than any Lender or any affiliate or Approved Fund thereof) shall
be in an aggregate principal amount of less than $1,000,000 (other than in the
case of (a) an assignment of all of a Lender's interests under this Agreement or
(b) an assignment to another Lender or an Affiliate of such Assignor), unless
otherwise agreed by the Borrower, the Syndication Agent and the Administrative
Agent and (ii) if the Assignor is a Revolving Credit Lender, such Assignor's
rights and obligations with respect to its Revolving Credit Commitment or any
part thereof shall be assigned to an Eligible Assignee. Any such assignment need
not be ratable as among the Facilities. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have (in
addition to the rights and obligations theretofore held by it) the rights and
obligations of a Lender hereunder with a Commitment and/or Loans as set forth
therein, and (y) the Assignor thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of an Assignor's
rights and obligations under this Agreement, such Assignor shall cease to be a
party hereto).

          (d)  The Administrative Agent shall maintain at its address referred
to in Section 10.2 a copy of each Assignment and Acceptance delivered to it and
a register (the "Register") for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Loans owing to,
each Lender from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders shall treat each Person whose name is recorded in the Register as
the owner of the Loans and any Notes evidencing such Loans recorded therein for
all purposes of this Agreement. Any assignment of any Loan, whether or not
evidenced by a Note, shall be effective only upon appropriate entries with
respect thereto being made in the Register (and each Note shall expressly so
provide). Any assignment or transfer of all or part of a Loan

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                                                                             100

evidenced by a Note shall be registered on the Register only upon surrender for
registration of assignment or transfer of the Note evidencing such Loan,
accompanied by a duly executed Assignment and Acceptance; thereupon one or more
new Notes in the same aggregate principal amount shall be issued to the Assignor
and the designated Assignee, and the old Notes shall be returned by the
Administrative Agent to the Borrower marked "cancelled." The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in any case where the consent of any other Person
is required by Section 10.6(c), by each such other Person) together with payment
to the Administrative Agent of a registration and processing fee of $3,000
(treating multiple, simultaneous assignments by or to two or more Related Funds
as a single assignment) (except that no such registration and processing fee
shall be payable (y) in connection with an assignment by Lehman Commercial Paper
Inc. or (z) in the case of an Assignee which is already a Lender or is an
affiliate or Approved Fund of a Lender or a Person under common management with
a Lender), the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) on the effective date determined pursuant thereto record
the information contained therein in the Register and give notice of such
acceptance and recordation to the Borrower. On or prior to such effective date,
the Borrower, at its own expense, upon request, shall execute and deliver to the
Administrative Agent (in exchange for the Revolving Credit Note and/or
applicable Term Notes, as the case may be, of the assigning Lender) a new
Revolving Credit Note and/or applicable Term Notes, as the case may be, to the
order of such Assignee in an amount equal to the Revolving Credit Commitment
and/or applicable Term Loans, as the case may be, assumed or acquired by it
pursuant to such Assignment and Acceptance and, if the Assignor has retained a
Revolving Credit Commitment and/or Term Loans, as the case may be, upon request,
a new Revolving Credit Note and/or Term Notes, as the case may be, to the order
of the Assignor in an amount equal to the Revolving Credit Commitment and/or
applicable Term Loans, as the case may be, retained by it hereunder. Such new
Note or Notes shall be dated the Effective Date and shall otherwise be in the
form of the Note or Notes replaced thereby.

          (f)  For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this Section concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

          10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement provides for payments to be allocated to a particular Lender or to the
Lenders under a particular Facility, if any Lender (a "Benefitted Lender") shall
at any time receive any payment of all or part of the Obligations owing to it,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Obligations, such Benefitted Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender's Obligations, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefitted
Lender to share the

<PAGE>

                                                                             101

excess payment or benefits of such collateral ratably with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

          (b)   In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to Holdings or
the Borrower, any such notice being expressly waived by Holdings and the
Borrower to the extent permitted by applicable law, upon any amount becoming due
and payable by Holdings or the Borrower hereunder (whether at the stated
maturity, by acceleration or otherwise) after any applicable grace period, to
set off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of Holdings or the Borrower, as the case may be. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

          10.8  Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement or of a
Lender Addendum by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

          10.9  Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          10.10 Integration. This Agreement and the other Loan Documents (and
the other agreements referred to in Section 2.9) represent the agreement of
Holdings, the Borrower, the Subsidiaries, the Agents, the Arranger and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Agents, the Arranger or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.

          10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          10.12 Submission To Jurisdiction; Waivers. Each of Holdings and the
Borrower hereby irrevocably and unconditionally:

<PAGE>

                                                                             102

          (a)   submits for itself and its Property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party, or for recognition and enforcement of any judgment in
     respect thereof, to the non-exclusive general jurisdiction of the courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b)   consents that any such action or proceeding may be brought in
     such courts and waives any objection that it may now or hereafter have to
     the venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c)   agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to Holdings
     or the Borrower, as the case may be, at its address set forth in Section
     10.2 or at such other address of which the Administrative Agent shall have
     been notified pursuant thereto;

          (d)   agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e)   waives, to the maximum extent not prohibited by law, any right
     it may have to claim or recover in any legal action or proceeding referred
     to in this Section any special, exemplary, punitive or consequential
     damages.

          10.13 Acknowledgments. Each of Holdings and the Borrower hereby
     acknowledges that:

          (a)   it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents;

          (b)   no Agent, Lender or the Arranger has any fiduciary relationship
     with or duty to Holdings or the Borrower arising out of or in connection
     with this Agreement or any of the other Loan Documents, and the
     relationship between the Administrative Agent, the Syndication Agent and
     the Lenders, on one hand, and Holdings and the Borrower, on the other hand,
     in connection herewith or therewith is solely that of debtor and creditor;
     and

          (c)   no joint venture is created hereby or by the other Loan
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among Holdings, the Borrower and the Lenders.

          10.14 Confidentiality. Each of the Agents and the Lenders agrees to
keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement; provided that nothing herein shall prevent any Agent
or any Lender from disclosing any such information (a) to either Agent, any
other Lender or any affiliate of any Lender, (b) to any Participant or Assignee
(each, a "Transferee") or prospective Transferee which agrees in writing to
comply with the provisions of this Section, (c) any of its employees, directors,
agents,

<PAGE>

                                                                             103

attorneys, accountants and other professional advisors, (d) upon the
request or demand of any Governmental Authority having jurisdiction over it (in
which case (except when the relevant Governmental Authority is conducting a
regular examination) the relevant Agent or Lender shall give the Borrower prior
notice thereof to the extent practicable), (e) in response to any order of any
court or other Governmental Authority or as may otherwise be required pursuant
to any Requirement of Law (in which case the relevant Agent or Lender shall give
the Borrower prior notice thereof to the extent practicable), (f) if requested
or required to do so in connection with any litigation or similar proceeding (in
which case the relevant Agent or Lender shall give the Borrower prior notice
thereof to the extent practicable), (g) which has been publicly disclosed other
than in breach of this Section 10.14 by such Agent or Lender, (h) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender, (i) in connection with the exercise of any remedy
hereunder or under any other Loan Document or (j) to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of
this Section 10.14).

          10.15 Enforceability; Usury. In no event shall any provision of this
Agreement, the Notes, or any other instrument evidencing or securing the
indebtedness of the Borrower hereunder ever obligate the Borrower to pay or
allow any Lender to collect interest on the Loans or any other indebtedness of
the Borrower hereunder at a rate greater than the maximum non-usurious rate
permitted by applicable law (herein referred to as the "Highest Lawful Rate"),
or obligate the Borrower to pay any taxes, assessments, charges, insurance
premiums or other amounts to the extent that such payments, when added to the
interest payable on the Loans, would be held to constitute the payment by the
Borrower of interest at a rate greater than the Highest Lawful Rate; and this
provision shall control over any provision to the contrary.

          Without limiting the generality of the foregoing, in the event the
maturity of all or any part of the principal amount of the indebtedness of the
Borrower hereunder shall be accelerated for any reason, then such principal
amount so accelerated shall be credited with any interest theretofore paid
thereon in advance and remaining unearned at the time of such acceleration. If,
pursuant to the terms of this Agreement or the Notes, any funds are applied to
the payment of any part of the principal amount of the indebtedness of the
Borrower hereunder prior to the maturity thereof, then (a) any interest which
would otherwise thereafter accrue on the principal amount so paid by such
application shall be canceled, and (b) the indebtedness of the Borrower
hereunder remaining unpaid after such application shall be credited with the
amount of all interest, if any, theretofore collected on the principal amount so
paid by such application and remaining unearned at the date of said application;
and if the funds so applied shall be sufficient to pay in full all the
indebtedness of the Borrower hereunder, then the Lenders shall refund to the
Borrower all interest theretofore paid thereon in advance and remaining unearned
at the time of such acceleration. Regardless of any other provision in this
Agreement, or in any of the written evidences of the indebtedness of the
Borrower hereunder, the Borrower shall never be required to pay any unearned
interest on such indebtedness or any portion thereof, and shall never be
required to pay interest thereon at a rate in excess of the Highest Lawful Rate
construed by courts having competent jurisdiction thereof.

<PAGE>

                                                                             104

          10.16 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE AGENTS, THE
ARRANGER AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          10.17 Effect of Amendment and Restatement of the Existing Credit
Agreement. On the Effective Date, the Existing Credit Agreement shall be
amended, restated and superseded in its entirety. The parties hereto acknowledge
and agree that (a) this Agreement and the other Loan Documents, whether executed
and delivered in connection herewith or otherwise, do not constitute a novation,
payment and reborrowing, or termination of the "Obligations" (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement as in effect
prior to the Effective Date, (b) such "Obligations" are in all respects
continuing (as amended and restated hereby) with only the terms thereof being
modified as provided in this Agreement and (c) upon the effectiveness of this
Agreement all Loans of Lenders outstanding under the Existing Credit Agreement
immediately before the effectiveness of this Agreement will be converted into
Loans hereunder on the terms and conditions set forth in this Agreement.

          10.18 Special Provisions. (a) From and after the Effective Date, (i)
each Exiting Lender shall cease to be a party to this Agreement, (ii) no Exiting
Lender shall have any obligations or liabilities under this Agreement with
respect to the period from and after the Effective Date and, without limiting
the foregoing, no Exiting Lender shall have any Revolving Credit Commitment
under this Agreement or any participation in any Letter of Credit outstanding
hereunder and (iii) no Exiting Lender shall have any rights under the Existing
Credit Agreement, this Agreement or any other Loan Document (other than rights
under the Existing Credit Agreement expressly stated to survive the termination
of the Existing Credit Agreement and the repayment of amounts outstanding
thereunder).

          (b)   On the Effective Date, each Lender that is not party to the
Existing Credit Agreement and each Lender whose Commitment exceeds its
commitment under the Existing Credit Agreement shall be deemed to have purchased
the Commitments of each Exiting Lender and each Lender whose Commitment is less
than its commitment under the Existing Credit Agreement such that the Revolving
Credit Commitment and Term Loan Commitment of each relevant Lender will be as
set forth in the Lender Addendum for such Lender. Each such Lender agrees that
the provisions of Section 2 of the form of Assignment and Acceptance, attached
hereto as Exhibit E, shall apply to it mutatis mutandis.

          (c)   The Lenders (which are Revolving Credit Lenders under the
Existing Credit Agreement) hereby waive any requirements for notice of
prepayment, commitment terminations, minimum amounts of prepayments of Revolving
Credit Loans (as defined in the Existing Credit Agreement), ratable reductions
of Revolving Credit Commitments (as defined in the Existing Credit Agreement)
and ratable payments on account of the principal or interest of any Revolving
Credit Loan (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement to the extent such prepayment, reductions or payments are
required pursuant to subsection 5.1(k).

<PAGE>

                                                                             105

          (d)   The Lenders (which are Term Loan Lenders under the Existing
Credit Agreement) hereby waive any requirements for notice of prepayment,
commitment terminations, minimum amounts of prepayments of Term Loans (as
defined in the Existing Credit Agreement), ratable reductions of Term Loan
Commitments (as defined in the Existing Credit Agreement) and ratable payments
on account of the principal or interest of any Term Loan (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement to the extent
such prepayment, reductions or payments are required pursuant to subsection
5.1(k).

          (e)   The Lenders hereby confirm that, from and after the making of
the initial Loans, all participations of the Lenders in respect of Letters of
Credit outstanding hereunder pursuant to subsection 3.4(a) shall be based upon
the Revolving Credit Percentages of the Lenders (after giving effect to this
Agreement).

          (f)   The Borrower hereby releases, effective as of the making of the
initial Loans, in full the Exiting Lenders from their obligations in respect of
the Revolving Credit Commitments (as defined in the Existing Credit Agreement)
and, effective as of the Effective Date, the Lenders hereby assume such
obligations, it being understood that such assumption is reflected in the
Commitments of the Lenders hereunder.

          10.19 Delivery of Lender Addenda. Each initial Lender shall become a
party to this Agreement by delivering to the Administrative Agent a Lender
Addendum duly executed by such Lender, the Borrower and the Administrative
Agent.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                             ALLIANCE LAUNDRY HOLDINGS LLC



                                             By:________________________________
                                                Name:
                                                Title:

                                             ALLIANCE LAUNDRY SYSTEMS LLC



                                             By:________________________________
                                                Name:
                                                Title:

                                             LEHMAN BROTHERS INC.,
                                             as Sole Advisor, Sole Lead Arranger
                                             and Sole Bookrunner



                                             By:________________________________
                                                Name:
                                                Title:

                                             LEHMAN COMMERCIAL PAPER INC., as
                                              Syndication Agent



                                             By:________________________________
                                                Name:
                                                Title:

<PAGE>

                                             FLEET NATIONAL BANK,
                                             as Documentation Agent


                                             By:________________________________
                                                Name:
                                                Title:

                                             LASALLE BANK NATIONAL
                                             ASSOCIATION,
                                             as Documentation Agent


                                             By:________________________________
                                                Name:
                                                Title:

                                             GENERAL ELECTRIC CAPITAL
                                             CORPORATION, as Administrative
                                             Agent


                                             By:________________________________
                                                Name:
                                                Title:

<PAGE>

                                                                         Annex A

          PRICING GRID FOR REVOLVING CREDIT LOANS AND SWING LINE LOANS

<TABLE>
<CAPTION>
===============================================================================================
                                                          Applicable Margin
     Consolidated Leverage Ratio        ------------------------------------------------------
                                             Eurodollar Loans             Base Rate Loans
-----------------------------------------------------------------------------------------------
<S>                                          <C>                          <C>
             ** 5.0 to 1.0                         3.50%                        2.50%
-----------------------------------------------------------------------------------------------
    *** 5.0 to 1.0 but ** 4.5 to 1.0               3.25%                        2.25%
-----------------------------------------------------------------------------------------------
    *** 4.5 to 1.0 but ** 4.0 to 1.0               3.00%                        2.00%
-----------------------------------------------------------------------------------------------
    *** 4.0 to 1.0 but ** 3.5 to 1.0               2.75%                        1.75%
-----------------------------------------------------------------------------------------------
            *** 3.5 to 1.0                         2.50%                        1.50%
===============================================================================================
</TABLE>

Changes in the Applicable Margin with respect to Loans resulting from changes in
the Consolidated Leverage Ratio shall become effective on the date (the
"Adjustment Date") on which financial statements are delivered to the Lenders
pursuant to Section 6.1 (but in any event not later than the date such financial
statements are due pursuant to Section 6.1) and shall remain in effect until the
next change to be effected pursuant to this paragraph. If any financial
statements referred to above are not delivered within the time periods specified
above, then, until such financial statements are delivered, the Consolidated
Leverage Ratio as at the end of the fiscal period that would have been covered
thereby shall for the purposes of this definition be deemed to be greater than
5.0 to 1. Each determination of the Consolidated Leverage Ratio pursuant to this
definition shall be made with respect to the period of four consecutive fiscal
quarters of the Borrower ending at the end of the period covered by the relevant
financial statements.

** denotes Greater Than
*** denotes Less Than or Equal to

<PAGE>

                                  Schedule 1.1

                              Mortgaged Properties

1.   3595 Industrial Park Drive, Marianna, Florida 32446

     .    Leasehold Mortgage encumbering the leasehold estate

2.   Shepard Street, Ripon, Wisconsin 54971




<PAGE>

                                Schedule 4.1 (b)

                             Undisclosed Liabilities

1.       As a normal course of doing business, Alliance Laundry Systems LLC will
         enter into foreign exchange fixed rate hedge contracts to mitigate the
         exposure to exchange rate fluctuations for foreign sourced parts and
         materials. As of July 15, 2002, the following contracts were in
         existence with LaSalle Bank N.A., Chicago, IL 60603

<TABLE>
<CAPTION>
Contract NBR             Begin Date        End Date           Hedged          Hedged        US Dollar
                                                              Currency        Amount       Equivalent
<S>                       <C>              <C>                <C>            <C>            <C>
2740069                   2/11/02          8/12/02            Krona          546,387        $ 52,034

2790451                   6/17/02          9/17/02            Euro           339,175        $311,329

2790490                   8/12/02          11/12/02           Krona        5,604,170        $550,000

2790472                   10/1/02          12/31/02           Euro           601,685        $550,000
</TABLE>

As of June 28, 2002, the favorable Mark to Market position of the hedge
contracts listed above was $140,765.46


<PAGE>

                                  Schedule 4.6

                               Material Litigation

None.



<PAGE>

                                  Schedule 4.15

 Subsidiaries of Alliance Laundry Holdings LLC and Alliance Laundry Systems LLC


         Alliance Laundry Holdings LLC

                 Alliance Laundry Systems LLC

         Alliance Laundry Systems LLC

                 Alliance Laundry Corporation

                 Alliance Commercial Appliances Finance LLC

                 Alliance Laundry S.A.

                 Alliance Laundry Receivables Warehouse LLC

                 Alliance Laundry Equipment Receivables LLC

<PAGE>

                                  Schedule 4.17

                              Environmental Matters

None.

<PAGE>

                                Schedule 4.19(a)

                            UCC Filing Jurisdictions

--------------------------------------------------------------------------------
         Debtor                        State               Filing Office
--------------------------------------------------------------------------------
     Alliance Laundry Systems LLC     Delaware      Delaware Secretary of State

     Alliance Laundry Holdings LLC    Delaware      Delaware Secretary of State

     Alliance Laundry Corporation     Delaware      Delaware Secretary of State

<PAGE>

                                Schedule 4.19(b)

                          Mortgage Filing Jurisdictions

1.   Florida:    Jackson County

2.   Wisconsin:  Fond du Lac County


<PAGE>

                                 Schedule 7.2(d)

                              Existing Indebtedness

Entity                          Loan Date    Term Date      Original    Current
                                                            Amount      Amount*

Alliant Energy Wisconsin         8/14/01     8/14/06        $812,000    $684,975
Power & Light Company

Wisconsin Department             7/10/00      6/1/10        $756,000    $695,573


* Current Amount as of June 30, 2002


An intercompany loan by the Borrower to Holdings, dated May 5, 1998, in an
initial aggregate amount equal to $269,500,000 which was made in connection with
the Merger (as defined under the Existing Credit Agreement) plus any other
payments made pursuant to the Merger Agreement prior to the date hereof.

<PAGE>

                                 Schedule 7.3(f)

                                 Existing Liens

                          Alliance Laundry Systems LLC
                          ----------------------------

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Jurisdiction     Filing   Date and File          Debtor                  Secured Party             Collateral Description
    ------------     -------  -------------          ------                  -------------             ----------------------
                      Type       Number
                      ----       ------
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>          <C>                        <C>                          <C>
Secretary of State,  UCC          11/29/00     Alliance Laundry           Alliance Laundry             See Schedule 1
Delaware                          0081653      Systems LLC                Equipment Receivables LLC
                                               Shepard Street             Shepard Street
                                               P.O. Box 990               P.O. Box 990
                                               Ripon, WI 54971-0990       Ripon, WI 54971-0990


------------------------------------------------------------------------------------------------------------------------------------
Secretary of State,  UCC          3/27/02      Alliance Laundry           Fon Du Lac County            Continuation in lieu of
Delaware                          2078307      Systems LLC                162 S. Macy Street           filing: This statement
                                               Shepard Street             Fon Du Lac, WI 54935         continues original financing
                                               P.O. Box 990                                            statement #01972557 that was
                                               Ripon, WI 54971-0990                                    filed with the Wisconsin
                                                                                                       Department of Financial
                                                                                                       Institutions on July 7,
                                                                                                       2000. The original
                                                                                                       financing statement
                                                                                                       dated July 7, 2000 remains
                                                                                                       effective.

------------------------------------------------------------------------------------------------------------------------------------
Secretary of State,  UCC          10/5/98      Alliance Laundry           CCA Financial Inc.           Equipment Lease
Florida                           98000222213  Systems LLC                8080 AMF Drive
                                               Shepard Street             Richmond, VA 23111
                                               Ripon, WI 54971-0990

------------------------------------------------------------------------------------------------------------------------------------
Jackson County,      JUD          805 0384     Alliance Laundry           Household Automotive
Florida                                        Systems LLC                Finance

------------------------------------------------------------------------------------------------------------------------------------
                     JUD          812 0949     Alliance Laundry           Household Automotive
                                               Systems LLC                Finance

------------------------------------------------------------------------------------------------------------------------------------
Hopkins County,      UCC          10/26/98     Alliance Laundry           CCA Financial Inc.           Equipment Lease
Kentucky                          299525       Systems LLC                8080 AMF Drive
                                               Shepard Street             Richmond, VA 23111
                                               Ripon, WI 54971-0990

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                  <C>     <C>         <C>                            <C>                         <C>
------------------------------------------------------------------------------------------------------------------------------------
Secretary of State,  UCC     5/14/98     Alliance Laundry               Alliance Laundry            All of the debtor's right, title
Wisconsin                    01759591    Systems LLC                    Equipment Receivables       and interest, now owned or
                                         Shepard Street                 LLC                         hereafter acquired, in and to
                                         P.O. Box 990                   Shepard Street              the accounts, chattel paper,
                                         Ripon, WI 54971-0990           P.O. Box 990                instruments and general
                                                                        Ripon, WI 54971-0990        intangibles constituting
                                                                                                    "Receivables" described in
                                                                                                    Exhibit A attached hereto, all
                                                                                                    "Related Security" "Collections"
                                                                                                    and "Lockbox Accounts" and all
                                                                                                    the proceeds or any and all the
                                                                                                    foregoing.

------------------------------------------------------------------------------------------------------------------------------------
Secretary of State,  UCC     5/14/98     Alliance Laundry               Alliance Laundry            All of the debtor's right, title
Wisconsin                    01759592    Systems LLC                    Equipment Receivables       and interest, now owned or
                                         Shepard Street                 LLC                         hereafter acquired, in and to
                                         P.O. Box 990                   Shepard Street              the accounts, chattel paper,
                                         Ripon, WI 54971-0990           P.O. Box 990                instruments and general
                                                                        Ripon, WI 54971-0990        intangibles constituting
                                                                                                    "Receivables" described in
                                                                                                    Exhibit A attached hereto, all
                                                                                                    "Related Security" "Collections"
                                                                                                    and "Lockbox Accounts" and all
                                                                                                    the proceeds or any and all the
                                                                                                    foregoing.

------------------------------------------------------------------------------------------------------------------------------------
                     UCC     5/14/98     Alliance Laundry               Alliance Laundry            All of the debtor's right,
                             01759593    Systems LLC                    Equipment Receivables       title and interest, now owned
                                         Shepard Street                 LLC                         or hereafter acquired, in and
                                         P.O. Box 990                   Shepard Street              to the accounts, chattel
                                         Ripon, WI 54971-0990           P.O. Box 990                paper, instruments and
                                                                        Ripon, WI 54971-0990        general intangibles constituting
                                                                                                    "Receivables" described in
                                                                                                    Exhibit A attached hereto, all
                                                                                                    "Related Security" "Collections"
                                                                                                    and "Lockbox Accounts" and all
                                                                                                    the proceeds or any and all
                                                                                                    the foregoing.

------------------------------------------------------------------------------------------------------------------------------------
                     UCC     6/30/98     Alliance Laundry               AT&T Systems Leasing        Equipment Lease
                             01771489    Systems LLC                    Corporation
                                         Shepard Street                 2555 Telegram Road Third
                                         Ripon, WI 54971-0990           Floor
                                                                        Bloomfield Hills, MI
                                                                        45302

------------------------------------------------------------------------------------------------------------------------------------
                     UCC     9/8/98      Alliance Laundry               CCA Financial Inc.          Equipment Lease
                             01787974    Systems LLC                    8080 AMF Drive
                                         Shepard Street                 Richmond, VA 23111
                                         Ripon, WI 54971-0990

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>              <C>           <C>                        <C>                           <C>
-----------------------------------------------------------------------------------------------------------------------
       UCC       9/9/98        Alliance Laundry           AT&T Systems Leasing          Equipment Lease
                 01788419      Systems LLC                Corporation
                               Shepard Street             2555 Telegram Road Third
                               Ripon, WI 54971-0990       Floor
                                                          Bloomfield Hills, MI
                                                          45302
-----------------------------------------------------------------------------------------------------------------------
       UCC       10/12/98      Alliance Laundry           CCA Financial Inc.            Equipment Lease
                 01795915      Systems LLC                8080 AMF Drive
                               Shepard Street             Richmond, VA 23111
                               Ripon, WI 54971-0990
-----------------------------------------------------------------------------------------------------------------------
       UCC       11/9/98       Alliance Laundry           CCA Financial Inc.            Equipment Lease
                 01803094      Systems LLC                8080 AMF Drive
                               Shepard Street             Richmond, VA 23111
                               Ripon, WI 54971-0990
-----------------------------------------------------------------------------------------------------------------------
       UCC       2/19/99       Alliance Laundry           Newcourt Technologies         Equipment Lease
                 01826145      Systems LLC                Corporation
                               Shepard Street             2285 Franklin Road,
                               Ripon, WI 54971-0990       Second Floor
                                                          Bloomfield Hills, MI
                                                          48303-2017
-----------------------------------------------------------------------------------------------------------------------
       UCC       2/7/00        Alliance Laundry           Newcourt Technologies         Equipment Lease
                 01924530      Systems LLC                Corporation
                               Shepard Street             2285 Franklin Road,
                               Ripon, WI 54971-0990       Second Floor
                                                          Bloomfield Hills, MI
                                                          48303-2017
-----------------------------------------------------------------------------------------------------------------------
       UCC       7/7/00        Alliance Laundry           Fon Du Lac County             1 Amada soft-tool turret press
                 01972557      Systems LLC                162 S. Macy Street            Model Vipros358L MD6415-
                               Shepard Street             Fon Du Lac, WI 54935          01 VIP358 Fab Cell
                               P.O. Box 990
                               Ripon, WI 54971-0990
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       UCC       11/29/77      Alliance Laundry           Alliance Laundry              See Schedule 1
                 02013528      Systems LLC                Equipment Receivables
                               Shepard Street             LLC
                               P.O. Box 990               Shepard Street
                               Ripon, WI 54971-0990       P.O. Box 990
                                                          Ripon, WI 54971-0990
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<PAGE>

                                Schedule 7.8 (f)

                              Existing Investments

Subsidiaries:

..    Alliance Laundry Corporation

..    Alliance Laundry Equipment Receivables LLC

..    Alliance Commercial Appliances Finance LLC

..    Alliance Laundry S.A.

..    Alliance Laundry Receivables Warehouse LLC

The following executives issued promissory notes to Holdings in connection with
the May 1998 merger of RCL Acquisitions, L.L.C. with and into Raytheon
Commercial Laundry LLC. The value of the promissory notes to Holdings as of May
2002 are as follows:

Management Executive            Loan Amt.

..    Thomas L'Esperance          $905,974
..    Jeffrey Brothers            $154,957
..    R. Scott Gaster             $165,918
..    Bruce Rounds                $150,800
..    Robert Wallace              $127,871
..    Lee Wilson                  $ 58,581
..    Richard Casey               $ 47,825
..    Jay McDonald                $ 45,928
..    Kim Shady                   $ 37,840
..    Alberto Rios                $ 41,687
..    Patti Andresen-Shew         $ 40,947


Note: Interest is calculated on a monthly basis