Securityholders Agreement and Registration Rights Agreement



 EXHIBIT 10.2 
 EXECUTION COPY 
  
 AMENDMENT NO. 1 TO 
  
 ALLIANCE LAUNDRY
HOLDINGS LLC 
  
 SECURITYHOLDERS AGREEMENT AND
REGISTRATION RIGHTS AGREEMENT 
  
 THIS AMENDMENT NO. 1 TO
ALLIANCE LAUNDRY HOLDINGS LLC SECURITYHOLDERS AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of July 23, 2003 by and among Alliance Laundry Holdings LLC, a Delaware limited liability company (the
“Company”) and Bain/RCL, L.L.C., a Delaware limited liability company (“Bain”). 
  
 WHEREAS, the Company, Bain and certain other persons are party to that certain Securityholders Agreement, dated as of May 5, 1998 (the
“Securityholders Agreement”); 
  
 WHEREAS, the
Company, Bain and certain other persons are party to that certain Registration Rights Agreement, dated as of May 5, 1998 (the “Registration Agreement”); 
  
 WHEREAS, pursuant to the terms of that certain Amendment No. 1 to Amended and Restated Limited Liability Company Agreement
(the “Amendment”) of the Company, dated as of the date hereof, the Board of Managers of the Company has made certain changes to the terms of the Amended and Restated Limited Liability Company Agreement of the Company; 
  
 WHEREAS, Bain and the Company desire to amend the terms of the
Securityholders Agreement and the Registration Agreement to conform those agreements to the changes effected by the Amendment; and 
  
 WHEREAS, pursuant to the terms of Section 10 of the Securityholders Agreement and the terms of Section 10(d) of the Registration Agreement, Bain has the
authority to amend the terms of the Securityholders Agreement and the Registration Agreement. 
  
 NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  
 1. Securityholders Agreement Amendments. 

 
 (a) The fifth sentence of Section 4(a) of the Securityholders Agreement is
hereby amended and restated in its entirety as follows: 
  
 “In addition, in the event that upon such public offering any of the Company’s outstanding Class M Units, Class B Units or Class C Units are not allocated any “value” as described above, whether due to vesting pursuant
to the Executive Agreements or the failure to achieve the Class M Participation Threshold or the appropriate Target Multiple pursuant to the LLC Agreement, the holders of such Class M Units, Class B Units and Class C Units will be 








 
granted options to acquire the Company’s common stock in an amount which would be, to the extent practicable, economically equivalent to the future
value of such Class M Units, Class B Units and Class C Units.” 
  
 (b) The following additional defined term is added to Section 9 of the Securityholders Agreement: 
  
 “‘Class M Units’ means (i) any Class M Units (as defined in the LLC Agreement) purchased or otherwise acquired by any
Securityholder, and (ii) any Equity Securities issued or issuable directly or indirectly with respect to any of the Class M Units referred to in clause (i) above, by way of a dividend or split or exchange or in connection with any combination of
units, recapitalization, merger, consolidation or other reorganization.” 
  
 (c) The defined term “Common Units” in Section 9 of the Securityholders Agreement is hereby amended and restated in its entirety as follows: 
  
 “‘Common Units’ is defined in the LLC Agreement.” 
  
 (d) The defined term “Executive Agreement” in Section 9 of the
Securityholders Agreement is hereby amended and restated in its entirety as follows: 
  
 “‘Executive Agreement’ is defined in the LLC Agreement.” 
  
 2. Registration Agreement Amendments. The defined term “Common Units” in Section 9 of the Securityholders Agreement is hereby amended and
restated in its entirety as follows: 
  
 “‘Common
Units’ is defined in the LLC Agreement.” 
  
 3.
Effect of Amendment. The Securityholders Agreement and the Registration Agreement, each as amended pursuant to the terms of this Amendment, shall continue in full force and effect after the date of this Amendment. 
  
 * * * * * 
  

 2 








 IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first above
written. 
  
  

	 ALLIANCE LAUNDRY HOLDINGS LLC

		
	 By:
	 	     /s/ Thomas F. L’Esperance


	 	 	 Name: Thomas F. L’Esperance

	 	 	 Its: President & Chief Executive Officer

	
	 BAIN/RCL, L.L.C.

		
	 By:
	 	     /s/ Stephen M. Zide


	 	 	 Name: Stephen M. Zide

	 	 	 Its: