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                                                                   EXHIBIT 10.70

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                 ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2002 LLC

                          DATED AS OF NOVEMBER 26, 2002

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                                TABLE OF CONTENTS

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ARTICLE I GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS ................1

   Section 1.1.  Formation.......................................................1
   Section 1.2.  Name............................................................1
   Section 1.3.  Purpose.........................................................1
   Section 1.4.  Powers..........................................................2
   Section 1.5.  Limitations on the Company's Powers.............................2
   Section 1.6.  Members.........................................................4
   Section 1.7.  Special Member..................................................4
   Section 1.8.  Registered Office; Registered Agent; Place of Business..........5
   Section 1.9.  Capital Contributions...........................................5
   Section 1.10. Term............................................................6
   Section 1.11. Limited Liability...............................................6
   Section 1.12. No State-Law Partnership........................................6
   Section 1.13. Return of Contributions.........................................6

ARTICLE II CAPITAL ACCOUNTS .....................................................6

   Section 2.1.  Capital Accounts................................................6
   Section 2.2.  Computation of Amounts..........................................7
   Section 2.3.  Distribution in Kind............................................7

ARTICLE III DISTRIBUTIONS AND ALLOCATIONS........................................7

   Section 3.1.  Distributions...................................................7
   Section 3.2.  Allocation of Profits and Losses................................8

ARTICLE IV MANAGEMENT AND MEMBER RIGHTS..........................................8

   Section 4.1.  Management Authority............................................8
   Section 4.2.  Independent Managers............................................9
   Section 4.3.  Officers.......................................................10
   Section 4.4.  Indemnification................................................12

ARTICLE V MEMBERS ..............................................................12

   Section 5.1.  Transfer of Company Interest...................................12
   Section 5.2.  Member Rights: Meetings........................................13
   Section 5.3.  Additional Members.............................................14
   Section 5.4.  Resignation of a Member........................................14
   Section 5.5.  Termination of a Member........................................14
   Section 5.6.  Outside Businesses.............................................15
   Section 5.7.  Waiver of Rejection Right......................................15
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ARTICLE VI DURATION.............................................................15

   Section 6.1.  Duration.......................................................15
   Section 6.2.  Winding Up.....................................................16
   Section 6.3.  Termination....................................................16

ARTICLE VII VALUATION...........................................................16

   Section 7.1.  Valuation......................................................16

ARTICLE VIII BOOKS OF ACCOUNT: MEETINGS.........................................17

   Section 8.1.  Books..........................................................17
   Section 8.2.  Fiscal Year....................................................17
   Section 8.3.  Tax Allocation and Reports.....................................17

ARTICLE IX MISCELLANEOUS .......................................................17

   Section 9.1.  Amendments.....................................................17
   Section 9.2.  Successors.....................................................18
   Section 9.3.  Governing Law; Severability....................................18
   Section 9.4.  Notices........................................................18
   Section 9.5.  Complete Agreement: Headings, Counterparts.....................18
   Section 9.6.  Partition......................................................18
   Section 9.7.  Benefits of Agreement: Third-Party Rights......................19
   Section 9.8.  Binding Agreement..............................................19
   Section 9.9.  No Strict Construction.........................................19
   Section 9.10. Effectiveness..................................................19
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     THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 26, 2002
(this "Agreement"), is adopted, executed and agreed to, for good and valuable
consideration, by the sole Initial Member and the person specified in accordance
with Section 1.7 who shall initially be Douglas K. Johnson, upon the occurrence
of events specified herein, as Special Member. Capitalized terms used herein are
defined in Appendix A attached hereto; capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in
Appendix A to the Pooling and Servicing Agreement.

                                    ARTICLE I
             GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS

     Section 1.1. Formation. The formation of Alliance Laundry Equipment
Receivables 2002 LLC (the "Company") pursuant to and in accordance with the
Delaware Limited Liability Company Act, 6 Del. C. (S) 18-101, et seq., as
amended from time to time (the "Act"), occurred on November 26, 2002. David J.
Rasnik, has been designated as an authorized person, within the meaning of the
Act, and has executed, delivered and filed the certificate of formation of the
Company (which certificate of formation as amended from time to time is referred
to as the "Certificate of Formation"). Upon the Initial Member's (i) execution
of this Agreement or a counterpart hereof and (ii) the making of the capital
contribution required by Section 1.9, such Initial Member shall be admitted to
the Company as its sole initial member. The existence of the Company as a
separate legal entity shall continue until the cancellation of the Certificate
of Formation of the Company as provided in the Act.

     Section 1.2. Name. The name of the Company formed hereby is "Alliance
Laundry Equipment Receivables 2002 LLC" or such other name or names as the Board
of Managers may from time to time designate.

     Section 1.3. Purpose.

          (a) The purposes of the Company are to engage in the following
activities:

                    (i) to acquire from time to time any right, title and
          interest in and to trade receivables and equipment loans related to
          commercial laundry equipment, monies due thereunder and proceeds
          related thereto, security interests in the equipment financed thereby
          and other assets, insurance policies related thereto and other related
          assets (collectively, "Receivables") pursuant to the Basic Documents;

                    (ii) to acquire, own, hold, service, sell, assign, pledge,
          invest, lend and otherwise deal with the Receivables, related
          insurance policies, cash, marketable securities and any proceeds or
          further rights associated with any of the foregoing pursuant to the
          Basic Documents;

                    (iii) to transfer the Receivables to Alliance Laundry
          Equipment Receivables Trust 2002-A (the "Trust");

                    (iv) to hold and enjoy all of the rights and privileges of
          the ownership of all of the beneficial interests in the Trust;

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                    (v) to perform its obligations under the Basic Documents;
          and

                    (vi) to engage in any activity and to exercise any powers
          permitted to limited liability companies under the laws of the State
          of Delaware that are related or incidental to the foregoing and
          necessary, convenient or advisable to accomplish the foregoing,
          including the entering into referral, management, servicing and
          administration agreements.

          (b) The Company, by or through any of its officers on behalf of the
Company, may enter into and perform its obligations under the Basic Documents
and all documents, agreements or certificates contemplated thereby or related
thereto, all without any further act, vote or approval of any Member or any of
its Managers or officers notwithstanding any other provision of this Agreement,
the Act or applicable law, rule or regulation. The foregoing authorization shall
not be deemed a restriction on the powers of any officer to enter into other
agreements on behalf of the Company to carry out the purposes set out in this
Section 1.3.

     Section 1.4. Powers. Subject to Section 1.5, the Company shall (i) have and
exercise all powers necessary, convenient or incidental to accomplish its
purposes as set forth in Section 1.3 and (ii) have and exercise all of the
powers and rights conferred upon limited liability companies formed pursuant to
the Act.

     Section 1.5. Limitations on the Company's Powers.

          (a) This Section 1.5 is being adopted in order to comply with certain
provisions required in order to qualify the Company as a "special purpose"
entity. The Company shall not engage in any business or activity other than as
set forth in Section 1.3 hereof.

          (b) The Company shall not incur (i) any indebtedness, whether or not
contingent, in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or bankers' acceptances, (ii) any obligations
constituting capitalized lease obligations or the deferred purchase price of
property or (iii) any obligations to guarantee or secure with a lien upon
property of the Company (other than a lien created in connection with a sale of
property) any such indebtedness or obligations of another person, other than
Permitted Indebtedness.

          (c) The Company shall not, so long as any Permitted Indebtedness
(other than indebtedness to the Initial Member) is outstanding, amend, alter,
change or repeal the definition of "Independent Manager" or Sections 1.3, 1.4,
1.5, 1.7, 4.1, 4.2, 4.3, 5.1, 5.3, 5.4, 5.5, 6.1, 6.2, 6.3, 9.1 or 9.7 or
Schedule 1 of this Agreement without the unanimous written consent of the Board
of Managers (including each of the Independent Managers) and the satisfaction of
the Rating Agency Condition with respect thereto; provided, however, that
subject to this Section 1.5, the Members shall have the right to amend, alter,
change or repeal any provisions contained in this Agreement in accordance with
Section 9.1.

          (d) Notwithstanding any other provision of this Agreement and any
provision of law that otherwise so empowers the Company, the Members or the
Board of Managers, or any other person or entity, the Company shall not be
authorized or empowered, nor shall the Members, the Board of Managers nor any
other person or entity, permit the Company, without

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the prior unanimous written consent of the Board of Managers (including each of
the Independent Managers), to take any Material Action; provided, however, that
the Board may not vote on, or authorize the taking of, any Material Action,
unless there are at least two Independent Managers then serving in such
capacity.

          (e) The Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Managers
(including the Independent Managers) shall determine that the preservation
thereof is no longer desirable for the conduct of its business and that the loss
thereof is not disadvantageous in any material respect to the Control Party and
the holders of the Permitted Indebtedness and the Company shall deliver to the
Indenture Trustee and the Control Party an Officer's Certificate to that effect.
The Company shall also:

                    (i) maintain its own separate books and records and bank
          accounts including preparation of separate financial statements;

                    (ii) at all times hold itself out to the public as a legal
          entity separate from and not a division of the Members and any other
          Person;

                    (iii) ensure that its Board of Managers is composed
          differently from that of its Members or Affiliates of its Members;

                    (iv) file its own tax returns, if any, as may be required
          under applicable law, to the extent (a) not part of a consolidated
          group filing a consolidated return or returns or (b) not treated as a
          division for tax purposes of another taxpayer or otherwise disregarded
          for tax purposes, and pay any taxes so required to be paid under
          applicable law;

                    (v) except as contemplated by the Basic Documents, not
          commingle its assets with assets of any other Person including without
          limitations, any Members and any direct or ultimate parent of any
          Member and hold all of its assets in its own name;

                    (vi) conduct its business in its own name;

                    (vii) pay its own liabilities only out of its own funds;

                    (viii) maintain an arm's length relationship with its
          Affiliates and its Members;

                    (ix) pay the salaries of its own employees and maintain a
          sufficient number of employees in light of its contemplated business
          operations, if any;

                    (x) not hold out its credit or assets as being available to
          satisfy the obligations of others nor guarantee or become obligated
          for the debts of any other entity (except as contemplated by the Basic
          Documents);

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                    (xi) allocate fairly and reasonably any overhead for shared
          office space;

                    (xii) use separate stationery, invoices and checks;

                    (xiii) not pledge its assets for the benefit of any other
          Person, except as contemplated by the Basic Documents;

                    (xiv) correct any known misunderstanding regarding its
          separate identity;

                    (xv) maintain adequate capital in light of its contemplated
          business purposes transactions and liabilities;

                    (xvi) cause the Board of Managers to meet at least annually
          or act pursuant to written consent and keep minutes of such meetings
          and actions and observe all other Delaware limited liability company
          formalities;

                    (xvii) not acquire any obligations or securities or other
          ownership interests of a Member or any Affiliate (except as
          contemplated by the Basic Documents); and

                    (xviii) cause the Directors, Officers, agents and other
          representatives of the Company to act at all times with respect to the
          Company consistently and in furtherance of the foregoing and in the
          best interest of the Company.

Failure of the Company, or any Member, Manager or officer on behalf of the
Company, to comply with any of the covenants set forth in this Section 1.5 shall
not affect the status of the Company as a separate legal entity or the limited
liability of the Member.

     Section 1.6. Members. The name and the mailing address of the Initial
Member is set forth on Schedule 1 attached hereto. The Board of Managers shall
amend from time to time Schedule 1 to reflect any future addition, resignation,
withdrawal or termination of Members. Subject to Section 1.5, Members may also
act by written consent.

     Section 1.7. Special Member. Upon the occurrence of any event that causes a
Member to cease to be a Member of the Company (other than (i) upon the
assignment by a Member of all of its limited liability company interest in the
Company and the admission of the transferee pursuant to Section 5.1 or (ii) the
resignation of a Member and the admission of an additional Member of the Company
pursuant to Section 5.4), one person acting as an Independent Manager, who shall
be specified from time to time by resolution of the Board of Managers and shall
have executed a signature page to this Agreement and who shall initially be
Douglas K. Johnson, shall, without any action of any Person and simultaneously
with the Initial Member ceasing to be a member of the Company, automatically be
admitted to the Company as a Special Member and shall continue the Company
without dissolution. No Special Member may resign from the Company or transfer
its rights as Special Member unless: (i) a successor Special Member has been
admitted to the Company as Special Member by executing a counterpart to this
Agreement

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and (ii) such successor has also accepted its appointment as Independent Manager
pursuant to Section 4.2; provided, however, the Special Member shall
automatically cease to be a member of the Company upon the admission to the
Company of a substitute Member. Each Special Member shall be a member of the
Company that has no interest in the profits, losses and capital of the Company
and has no right to receive any distributions of Company assets. Pursuant to
Section 18-301 of the Act, a Special Member shall not be required to make any
capital contributions to the Company and shall not receive a limited liability
company interest in the Company. A Special Member, in its capacity as Special
Member, shall have no right to vote on, approve or otherwise consent to any
action by, or matter relating to, the Company, including, without limitation,
the merger, consolidation or conversion of the Company. In order to implement
the admission to the Company of each Special Member, each Person acting as an
Independent Manager and who is designated to be a Special Member in accordance
with this Section 1.7, shall execute a counterpart to this Agreement. Prior to
its admission to the Company as a Special Member, each person acting as an
Independent Manager shall not be a member of the Company.

     Section 1.8. Registered Office; Registered Agent; Place of Business. The
registered office of the Company required by the Act to be maintained in the
State of Delaware shall be the office of the initial registered agent named in
the Certificate of Formation or such other office (which need not be a place of
business of the Company) as the Board of Managers may designate from time to
time in the manner provided by law. The registered agent of the Company in the
State of Delaware shall be the initial registered agent, at the registered
address named in the Certificate of Formation, or such other person or persons
as the Board of Managers may designate from time to time in the manner provided
by law. The Company will maintain a chief executive office and principal place
of business at such place or places inside or outside the State of Delaware as
the Board of Managers may designate from time to time.

     Section 1.9. Capital Contributions.

          (a) The Initial Member shall, promptly following the execution of this
Agreement, contribute to the capital of the Company the amount set forth on
Schedule 1. The Initial Member is not required to make any additional capital
contribution to the Company. However, the Initial Member may make additional
capital contributions to the Company at any time at the sole discretion of such
Initial Member. All such contributions shall take the form of (i) the Initial
Member's right, title and interest in and to Authorized Assets or (ii) a cash
transfer. The Persons hereafter admitted as Members of the Company shall make
such contributions of cash (or promissory obligations), property or service to
the Company as shall be determined by the Board of Managers at the time of each
such admission. The Persons hereafter admitted as Members of the Company shall
not be required to make any additional capital contribution to the Company.
However, each such Person may make additional capital contributions to the
Company at any time upon the written consent of the Board of Managers. All such
additional contributions shall take the form of a cash transfer or a deed cash
transfer unless otherwise approved by the Board of Managers at the time of each
such contribution. The Board of Managers shall amend Schedule 1 from time to
time to reflect any capital contribution made by any Member. The provisions of
this Agreement, including this Section 1.9, are intended solely to benefit the
Member and, to the fullest extent permitted by law, shall not be construed as
conferring any benefit upon any creditor of the Company (and no such creditor of
the Company

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shall be a third party beneficiary of this Agreement) and no Member or Special
Member shall have any duty or obligation to any creditor of the Company to make
any contribution to the Company or to issue any call for capital pursuant to
this Agreement.

          (b) No Member shall have any responsibility to restore any negative
balance in such Member's Capital Account or to contribute to or in respect of
liabilities or obligations of the Company, whether arising in tort, contract or
otherwise, or return distributions made by the Company except as required by the
Act or other applicable law. The failure of the Company to observe any
formalities or requirements relating to the exercise of its powers or management
of its business or affairs under this Agreement or the Act shall not be grounds
for imposing personal liability on the Members for liabilities of the Company.

          (c) No interest shall be paid by the Company on capital contributions
or on balances in Capital Accounts.

          (d) A Member shall not be entitled to withdraw any part of its Capital
Account or to receive any distributions from the Company except as provided in
Articles III and VI; nor shall a Member be entitled to make any capital
contribution to the Company other than as expressly provided herein.

     Section 1.10. Term. The Company's term shall continue until the Company is
dissolved in accordance with Article VI of this Agreement.

     Section 1.11. Limited Liability. To the fullest extent permitted by law,
the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and no Member, Special Member, Manager or any officer of
the Company shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member, Special Member,
Manager or officer of the Company.

     Section 1.12. No State-Law Partnership. The Member(s) intend that the
Company not be a partnership (including, without limitation, a limited
partnership) or joint venture, and that no Member be a partner or joint venturer
of any other Member, for any purposes, and neither this Agreement nor any other
document entered into by the Company or any Member shall be construed to suggest
otherwise.

     Section 1.13. Return of Contributions. The contributions of the Members are
to be returned to the Members only upon the termination and liquidation of the
Company in accordance with Article VI of this Agreement but contributions may be
returned prior to such time with the consent of the Independent Managers.

                                   ARTICLE II
                                CAPITAL ACCOUNTS

     Section 2.1. Capital Accounts. A "Capital Account" will be established for
each Member on the books of the Company and will be adjusted as follows:

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          (a) Such Member's contributions to the capital of the Company will be
credited to such Member's Capital Account when received by the Company.

          (b) At the end of each fiscal year of the Company and upon dissolution
and winding up of the Company pursuant to Article VI, Profits for such period
allocated to such Member pursuant to Section 3.2 shall be credited and Losses
for such period allocated to such Member pursuant to Section 3.2 shall be
debited, as the case may be, to such Member's Capital Account.

          (c) Any amounts distributed to such Member will be debited against
such Member's Capital Account.

          (d) Such Member's Capital Account will otherwise be adjusted in
accordance with Treas. Reg. (S) 1. 704-1(b)(2)(iv).

     Section 2.2. Computation of Amounts. For purposes of computing the amount
of any item of income, gain, loss, deduction or expense to be reflected in
Capital Accounts, the determination, recognition and classification of each such
item shall be the same as its determination, recognition and classification for
federal income tax purposes; provided, that:

          (a) any income that is exempt from Federal income tax shall be added
to such taxable income or losses and any expenditures of the Company described
in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the
Code expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i),
shall be subtracted from such taxable income or losses;

          (b) if the Book Value of any Company property is adjusted pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(e) (in connection with a
distribution of such property) or (f) (in connection with a revaluation of
Capital Accounts), the amount of such adjustment shall be taken into account as
gain or loss from the disposition of such property; and

          (c) if property that is reflected on the books of the Company has a
Book Value that differs from the adjusted tax basis of such property,
depreciation, amortization and gain or loss with respect to such property shall
be determined by reference to such Book Value.

     Section 2.3. Distribution in Kind. If property is to be distributed in kind
to the Members pursuant to this Agreement, (i) the value of such property shall
first be adjusted pursuant to Section 2.2(b) to its value (as determined
pursuant to Article VII as of the date of such distribution), (ii) the Capital
Accounts of the Members shall be adjusted immediately prior to the distribution
as if such property were sold at its value (as so determined) and (iii) the
value of such property (as so determined) received by each Member shall be
debited against such Member's respective Capital Account at the time of
distribution.

                                   ARTICLE III
                          DISTRIBUTIONS AND ALLOCATIONS

     Section 3.1. Distributions. Distributions of cash or other assets (except
Authorized Assets) of the Company shall be made at such times and in such
amounts as the Board of Managers may determine. Unless the Board of Managers
determines otherwise, distributions

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shall be made to Members pro rata based on the Percentage Interests held by each
Member. Notwithstanding any provision to the contrary contained in this
Agreement, the Company shall not make a distribution to any Member on account of
such Member's interest in the Company if such distribution would violate Section
18-607 of the Act or other applicable law or any Basic Document.

     Section 3.2. Allocation of Profits and Losses. Except as may be required by
the Code, each item of income, gain, loss, deduction or expense to the Company
shall be allocated among the Members in proportion to the Percentage Interests
held by each Member.

                                   ARTICLE IV
                          MANAGEMENT AND MEMBER RIGHTS

     Section 4.1. Management Authority.

          (a) Subject to Section 1.5, the business and affairs of the Company
shall be managed by or under the direction of a board of one or more Managers
(the "Board of Managers"). Subject to Section 1.5, the Members may determine at
anytime in their sole and absolute discretion the number of Managers to
constitute the Board of Managers. The authorized number of Managers may be
increased or decreased by the Members at any time in their sole and absolute
discretion, upon notice to all Managers, and subject in all cases to Section
1.5. The initial number of Managers shall be five, two of which shall be
Independent Managers pursuant to Section 4.2. Each Manager elected, designated
or appointed shall hold office until a successor is elected and qualified or
until such Manager's earlier death, resignation or removal. Each Manager shall
execute and deliver a counterpart of the Manager Agreement. Managers need not be
Members. Each Manager shall be a natural person.

          (b) Subject to Section 1.5, the Board of Managers shall have the power
to do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise. Subject to Sections 1.3(b) and 1.5, the Board of Managers has the
authority to bind the Company. Notwithstanding the last sentence of Sentence
18-402 of the Act, no Member, unless such Member is also a Manager and acts as
its capacity as Manager, shall have any authority to act for or bind the Company
but shall have only the right to vote on or approve the actions herein specified
to be voted on or approved by the Members or as otherwise specified in the Act.

          (c) The Board of Managers may hold meetings, both regular and special,
within or outside the State of Delaware. Regular meetings of the Board of
Managers may be held without notice at such time and at such place as shall from
time to time be determined by the Board of Managers. Special meetings of the
Board of Managers may be called by any one or more of the Managers on not less
than one (1) day's (or such shorter period as shall be agreed to by such
Manager) notice to each Manager by telephone, facsimile, mail, telegram or any
other means of communication.

          (d) At all meetings of the Board of Managers, a majority of the
Managers shall constitute a quorum for the transaction of business and, except
as otherwise provided in any other provision of this Agreement, the act of a
majority of the Managers present at any meeting

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at which there is a quorum shall be the act of the Board of Managers. If a
quorum shall not be present at any meeting of the Board of Managers, the
Managers present at such meeting may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. Any action required or permitted to be taken at any meeting of the
Board of Managers may be taken without a meeting if all members of the Board of
Managers, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Managers.

          (e) Managers may participate in meetings of the Board of Managers, by
means of telephone conference or similar communications equipment that allows
all persons participating in the meeting to hear each other, and such
participation in a meeting shall constitute presence in person at the meeting
and shall be counted for purposes of determining whether a quorum exists. If all
the Members are participating by telephone conference or similar communications
equipment, the meeting shall be deemed to be held at the principal place of
business of the Company.

          (f) The Board of Managers shall have the authority to fix the
compensation of Managers. The Managers may be paid their expenses, if any, of
attendance at meetings of the Board of Managers, which may be a fixed sum for
attendance at each meeting of the Board of Managers or a stated salary as
Manager. No such payment shall preclude any Manager from serving the Company in
any other capacity and receiving compensation therefor.

          (g) Subject to Section 4.2, unless otherwise restricted by law, any
Manager or the entire Board of Managers, may be removed, with or without cause,
at any time by the Members, and, subject to Section 4.2, any vacancy caused by
any such removal may be filled by action of the Members.

          (h) Subject to Section 4.2, in exercising the rights and performing
the duties of Managers under this Agreement, each Manager shall have a fiduciary
duty of loyalty and care similar to that of a director of a business corporation
organized under the General Corporation Law of the State of Delaware.

     Section 4.2. Independent Managers.

          (a) The Company shall at all times have at least two (2) Independent
Managers who will be appointed as Managers by the Members. The initial
Independent Managers shall each execute and deliver an Independent Manager
Agreement and a counterpart of the Manager Agreement. To the fullest extent
permitted by Section 18-1101(c) of the Act, the Independent Managers shall
consider only the interests of the Company, including its respective creditors,
in acting or otherwise voting on any Material Action or the matters referred to
in Section 1.5. No resignation or removal of an Independent Manager, and no
appointment of a successor Independent Manager, shall be effective until the
successor Independent Manager shall have accepted his or her appointment by
execution and delivery of an Independent Manager Agreement, a counterpart of the
Manager Agreement and, if such person shall be designated as the Special Member,
shall have executed a counterpart of this Agreement. All right, power and
authority of an Independent Manager shall be limited to the extent necessary to
exercise those rights and perform those duties specifically set forth in this
Agreement. Except as provided in

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the third sentence of this Section 4.2, in exercising such Independent Manager's
rights and performing such Independent Manager's duties under this Agreement, an
Independent Manager shall have a fiduciary duty of care similar to that of a
director of a business corporation organized under the General Corporation Law
of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of
the Act, except as expressly provided in this Agreement, the Independent
Managers shall not bind the Company. No Independent Manager shall at any time
serve as trustee in bankruptcy for any Affiliate of the Company.

          (b) In the event of a vacancy in the position of Independent Manager,
the Members shall, as soon as practicable, appoint a successor Independent
Manager. Notwithstanding anything to the contrary set forth herein, the Company
shall not take any Material Action until such successor Independent Manager is
appointed.

          (c) To the fullest extent permitted by law, so long as any Permitted
Indebtedness is outstanding, the Independent Managers shall not acquiesce,
petition, or otherwise involve or cause the Company to order the winding up or
liquidation of the affairs of the Company.

     Section 4.3. Officers.

          (a) The officers of the Company shall consist of at least a Chief
Executive Officer, a Secretary and a Treasurer. The officers of the Company may
also consist of one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person. The Board of
Managers shall appoint a Chief Executive Officer, a Secretary and a Treasurer.
The Board of Managers may appoint such other officers and agents as it shall
deem necessary or advisable who shall hold their offices for such terms and
shall exercise such powers and perform such duties as specified in this
Agreement or as shall be determined from time to time by the Board of Managers.
The salaries of all officers and agents of the Company shall be fixed by or in
the manner prescribed by the Board of Managers. The officers of the Company
shall hold office until their successors are chosen and qualified. Any officer
may be removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Managers. Any vacancy occurring in any office of the
Company shall be filled by the Board of Managers. The Board of Managers may
delegate to any such officer, person or entity such authority to act on behalf
of the Company as the Board of Managers may from time to time deem appropriate
in its sole discretion.

          (b) Chief Executive Officer. The Chief Executive Officer shall preside
at all meetings of the Members, if any, and the Board of Managers, shall be
responsible for the general and active management of the business of the Company
and shall see that all orders and resolutions of the Board of Managers are
carved into effect. The Chief Executive Officer shall execute all bonds,
mortgages and other contracts, except: (i) where required or permitted by law or
this Agreement to be otherwise signed and executed; (ii) where signing and
execution thereof shall be expressly delegated by the Board of Managers to some
other officer or agent of the Company, including Section 4.1(b); and (iii) as
otherwise permitted by Section 4.3(g).

          (c) Vice President. In the absence of the Chief Executive Officer or
in the event of the Chief Executive Officer's inability or refusal to act, the
Vice President, if any (or in

                                      -10-

<PAGE>

the event there be more than one Vice President, the Vice Presidents in the
order designated by the Managers, or in the absence of any designation, then in
the order of their election), shall perform the duties of the Chief Executive
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer. The Vice Presidents, if any,
shall perform such other duties and have such other powers as the Board of
Managers may from time to time prescribe.

          (d) Secretary and Assistant Secretary: The Secretary shall be
responsible for filing legal documents and maintaining records for the Company.
The Secretary shall attend all meetings of the Board of Managers and all
meetings of the Members, if any, and record all the proceedings of the meetings
of the Company and of the Board of Managers in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The Secretary shall give, or cause to be given, notice of all meetings of the
Members, if any, and special meetings of the Board of Managers, and shall
perform such other duties as may be prescribed by the Board of Managers or the
Chief Executive Officer, under whose supervision the Secretary shall serve. The
Assistant Secretary, if any, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Managers (or if there be no
such determination, then in order of their election), shall, in the absence of
the Secretary or in the event of the Secretary's inability to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Managers may from time to time
prescribe.

          (e) Treasurer and Assistant Treasurer. The Treasurer shall have
custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Board of
Managers. The Treasurer shall disburse the funds of the Company as may be
ordered by the Board of Managers, taking proper vouchers for such disbursements,
and shall render to the Chief Executive Officer and to the Board of Managers, at
its regular meetings or when the Board of Managers so requires, an account of
all of the Treasurer's transactions and of the financial condition of the
Company. The Assistant Treasurer, if any, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Managers (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Managers
may from time to time prescribe.

          (f) Officers. The Officers, to the extent of their powers set forth in
this Agreement or otherwise vested in them by the Board of Managers not
inconsistent with this Agreement, shall have the power and authority, subject to
Section 1.5, to bind the Company.

          (g) When the taking of such action has been authorized by the Board of
Managers, any officer of the Company or any other person or entity specifically
authorized by the Board of Managers may execute any contract or other agreement
or document on behalf of the Company and may execute and file on behalf of the
Company with the Secretary of State of the State of Delaware any certificates of
amendment to the Certificate of Formation, one or more restated certificates of
formation and certificates of merger or consolidation and, upon the

                                      -11-

<PAGE>

dissolution and completion of winding up of the Company, at any time when there
are no Members, or as otherwise provided in the Act, a certificate of
cancellation canceling the Certificate of Formation. Except to the extent
otherwise provided herein, each officer shall have a fiduciary duty of loyalty
and care similar to that of officers of business corporations organized under
the General Corporation Law of the State of Delaware.

     Section 4.4. Indemnification. Except as limited by law and subject to the
provisions of this Section 4.4, each Person shall be entitled to be indemnified
and held harmless on an as incurred basis by the Company (but only after first
making a claim for indemnification available from any other source and only to
the extent indemnification is not provided by that source) to the fullest extent
permitted under the Act and other applicable law (including indemnification for
negligence, gross negligence and breach of fiduciary duty to the extent so
authorized), as amended from time to time (but, in the case of any such
amendment, to the fullest extent permitted by law, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
such law permitted the Company to provide prior to such amendment), against all
losses, liabilities and expenses, including attorneys' fees and expenses,
arising from claims, actions and proceedings in which such Person may be
involved, as a party or otherwise, by reason of such Person being or having been
a Manager, Member, Special Member or officer of the Company, or by reason of
such Person serving at the request of the Company as a director, officer,
member, manager, partner, employee or agent of another limited liability company
or of a corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan whether or not such
Person continues to be such or serve in such capacity at the time any such loss,
liability or expense is paid or incurred. The rights of indemnification provided
in this Section 4.4 will be in addition to any rights to which such Person may
otherwise be entitled by contract or as a matter of law and shall extend to such
Person's successors and assigns. In particular, and without limitation of the
foregoing, such Person shall be entitled to indemnification by the Company
against expenses (as incurred), including attorneys' fees and expenses, incurred
by such person or entity upon the delivery by such Person to the Company of a
written undertaking (reasonably acceptable to the Board of Managers) to repay
all amounts so advanced if it shall ultimately be determined that such person or
entity is not entitled to be indemnified under this Section 4.4. The Company
may, to the extent authorized from time to time by the Board of Managers, and to
the fullest extent permitted by law, grant rights to indemnification and to
advancement of expenses to any employee or agent of the Company to the fullest
extent of the provisions of this Section 4.4 with respect to the indemnification
and advancement of expenses of the Managers, Members and officers of the
Company; provided, however, indemnification of expenses to any employee or agent
of the Company will be subordinated to the full repayment of the Noteholders.

                                    ARTICLE V
                                     MEMBERS

     Section 5.1. Transfer of Company Interest.

          (a) Subject to Section 5.3, no Member shall sell, assign, transfer or
otherwise dispose of, whether voluntarily or involuntarily or by operation of
law (a "Transfer"), all or any portion of such Member's interest in the Company
without the prior written consent of the Board of Managers, which consent may be
given or withheld in its sole discretion.

                                      -12-

<PAGE>

          (b) Notwithstanding any other provision of this Agreement, any
Transfer by the Members in contravention of any of the provisions of this
Section 5.1 shall, to the fullest extent permitted by law, be void and
ineffective, and shall not bind, or be recognized by, the Company.

          (c) If and to the extent any Transfer of an interest in the Company is
made pursuant to and in accordance with the terms of this Agreement, this
Agreement (including the Appendix, Schedule and Exhibits hereto) shall be
amended by the Board of Managers to reflect the Transfer of the Company interest
to the transferee, to admit the transferee as a Member and to reflect the
elimination of the transferring Member (or the reduction of such transferring
Member's interest in the Company) and (if and to the extent then required by the
Act) a certificate of amendment to the Certificate of Formation reflecting such
admission and elimination (or reduction) shall be filed in accordance with the
Act. The effectiveness of the Transfer of an interest in the Company permitted
hereunder and the admission of any substitute Member pursuant to Section 5.3
shall be deemed effective upon the later to occur of the time of Transfer of an
interest in the Company to such transferee or the first date that the Board of
Managers receives evidence of such Transfer, including the terms thereof; but in
either case, the admission of the transferee as a member of the Company shall be
deemed effective immediately prior to the Member ceasing to be a member of the
Company. If the transferring Member has transferred all of its interest in the
Company pursuant to this Section 5.1, then, upon the later to occur of the time
of such Transfer or the first date that the Board of Managers receives evidence
of such Transfer, including the terms thereof, the transferring Member shall
cease to be a Member with respect to such interest; but in either case, the
admission of the transferee as a member of the Company shall be deemed effective
immediately prior to the Member ceasing to be a member of the Company.

          (d) Any person or entity who acquires in any manner whatsoever any
interest in the Company, irrespective of whether such person or entity has
accepted and adopted in writing the terms and provisions of this Agreement,
shall be deemed by the acceptance of the benefits of the acquisition thereof to
have (i) made all of the capital contributions, (ii) received all of the
distributions, and (iii) agreed to be subject to and bound by all of the terms
and conditions of this Agreement and the Basic Documents, that any predecessor
in such interest in the Company made, received and was subject to or bound.

     Section 5.2. Member Rights: Meetings.

          (a) No Member, unless such Member is also a Manager and acts in its
capacity as Manager, shall have any right, power or duty, including the right to
approve or vote on any matter, except as expressly required by the Act or other
applicable law or as expressly provided for hereunder.

          (b) Unless a greater vote is required by the Act or as expressly
provided for hereunder, the affirmative vote of a Majority in Interest of the
Members entitled to vote shall be required to approve any proposed action.

          (c) Meetings of the Members for the transaction of such business as
may properly come before such Members shall be held at such place, on such date
and at such time as

                                      -13-

<PAGE>

a Member or Members holding a Majority in Interest shall determine. Special
meetings of Members for any proper purpose or purposes may be called at any time
by the Board of Managers or the Member or Members holding a Majority in
Interest. The Company shall deliver oral or written notice (written notice may
be delivered by mail) stating the date, time, place and purposes of any meeting
to each Member entitled to vote at the meeting. Such notice shall be given not
less than four (4) and not more than sixty (60) days before the date of the
meeting.

          (d) Any action required or permitted to be taken at an annual or
special meeting of the Members may be taken without a meeting, without prior
notice, and without a vote, provided that written consents, setting forth all
proposed actions to be taken at such meeting, are signed by the Members holding
at least the minimum Percentage Interest that would be necessary to authorize or
take such action at a meeting at which all Members entitled to vote on such
action were present and voted. Every written consent shall bear the date and
signature of each Member who signs such consent. Prompt notice of the taking of
action without a meeting by less than unanimous written consent shall be given
to all Members who have not consented in writing to such action.

     Section 5.3. Additional Members. The Board of Managers shall have the sole
right to admit additional Members upon such terms and conditions and at such
time or times as the Board of Managers shall in its sole discretion determine;
provided, that, notwithstanding the foregoing, so long as any Permitted
Indebtedness remains outstanding, no additional Members may be admitted to the
Company. In connection with any such admission, the Board of Managers shall
amend Schedule 1 to reflect the name, address and capital contribution of the
additional Member and the new Percentage Interests of all Members.

     Section 5.4. Resignation of a Member. So long as any Permitted Indebtedness
(other than indebtedness to the Initial Member) is outstanding, the Initial
Member may not resign without prior written consent of the Indenture Trustee and
the Control Party. A Member (other than the Initial Member) may resign from the
Company with the written consent of the Board of Managers. In the event that
there is only one Member, such Member shall not be permitted to resign pursuant
to this Section 5.4 unless an additional member of the Company is admitted to
the Company. Such admission shall be deemed effective immediately prior to the
resignation, and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.

     Section 5.5. Termination of a Member. Notwithstanding the provisions of
Section 5.4, a person or entity will no longer be a Member for purposes of this
Agreement upon an Event of Withdrawal. The Terminated Member, or its personal
representative, as the case may be, shall only be entitled to continue to
receive allocation of Profits and Losses and distributions of the Company,
including distributions pursuant to Article III hereof, as and when paid by the
Company, to the same extent such Terminated Member was entitled to such
distributions as a Member. Except as provided in Section 6.1, such Terminated
Member's successors and assigns will not be entitled to participate in any
Company decision or determination, and such Terminated Member's successors and
assigns will acquire only such Terminated Member's right to receive allocation
of Profits and Losses and to share in Company distributions.

                                      -14-

<PAGE>

     Section 5.6. Outside Businesses. Any Member or Special Member may engage in
or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Company, and the Company and the Members shall have no rights by virtue of this
Agreement in and to such independent ventures or the income or gains derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Company, shall not be deemed wrongful or improper. No Member
shall be obligated to present any particular investment opportunity to the
Company even if such opportunity is of a character that, if presented to the
Company, could be taken by the Company, and any Member shall have the right to
take for such Member's own account (individually or as a partner or fiduciary)
or to recommend to others any such particular investment opportunity.

     Section 5.7. Waiver of Rejection Right. In the event of a Bankruptcy of the
Member, the Member hereby agrees to waive any right to reject this Agreement
under the federal bankruptcy laws.

                                   ARTICLE VI
                                    DURATION

     Section 6.1. Duration. Subject to the provisions of Section 6.2 of this
Agreement, the Company shall be dissolved and its affairs wound up and
terminated upon the first to occur of the following:

          (a) The determination of the Board of Managers including the
Independent Managers;

          (b) The entry of a decree of judicial dissolution under Section 18-802
of the Act; or

          (c) The termination of the legal existence of the last remaining
member of the Company or the occurrence of any other event which terminates the
continued membership of the last remaining member of the Company in the Company
unless the Company is continued without dissolution in a manner permitted by
this Agreement or the Act.

Upon the occurrence of any event that causes the last remaining Member of the
Company to cease to be a Member of the Company, to the fullest extent permitted
by law, the personal representative of such Member is hereby authorized to, and
shall, within 90 days after the occurrence of the event that terminated the
continued membership of such Member in the Company, agree in writing (i) to
continue the Company and (ii) to the admission of the personal representative or
its nominee or designee, as the case may be, as a substitute Member of the
Company, effective as of the occurrence of the event that terminated the
continued membership of the last remaining Member of the Company in the Company.
Notwithstanding the foregoing, so long as any Permitted Indebtedness (other than
indebtedness to the Initial Member) is outstanding, to the fullest extent
permitted law, the Company shall not be dissolved without the prior consent of
the Control Party.

Except as otherwise set forth in this Article VI, the Members intend for the
Company to have perpetual existence. Notwithstanding any other provision of this
Agreement, the Bankruptcy of any Member or Special Member shall not cause such
Member or Special Member to cease to be

                                      -15-

<PAGE>

a Member of the Company and upon the occurrence of such an event, the business
of the Company shall continue without dissolution.

     Section 6.2. Winding Up. Upon dissolution of the Company, the Company shall
be liquidated in an orderly manner. The Board of Managers shall be the
liquidator pursuant to this Agreement and shall proceed diligently to wind up
the affairs of the Company and make final distributions as provided herein and
in the Act. The costs of liquidation shall be borne as the Company's expense.
The steps to be accomplished by the liquidator are as follows:

          (a) First, the liquidator shall satisfy all of the Company's debts and
liabilities to creditors including all contingent, conditional or unmatured
claims (whether by payment or the reasonable provision for payment thereof)
other than liabilities for distributions to members and former members under
Sections 18-601 and 18-604 of the Act;

          (b) Second, the liquidator shall satisfy all of the Company's debts
and liabilities to Members (whether by payment or the reasonable provision for
payment thereof);

          (c) Third, all remaining Authorized Assets shall be sold on terms and
conditions as favorable to the Company as are obtainable in the market;
provided, that no Affiliate of the Company shall be entitled to acquire such
Authorized Assets unless the purchase price to be paid by such Affiliate is at
least as high as the price specified in the highest bona fide bid for such
Authorized Assets from a third party, provided, however, that Affiliates of the
Company shall be entitled to acquire such Authorized Assets if (x) no bona fide
bids are received for such Authorized Assets (after reasonable efforts to obtain
such bids) and (y) such acquisition is at a price at least equal to the fair
value of such Authorized Assets, as established in written advice to the Company
from a Person, selected by the Independent Managers, engaged in the brokering or
valuation of financial assets such as Authorized Assets; and

          (d) Fourth, all remaining assets shall be distributed to the Members
in accordance with Section 3.1.

     Section 6.3. Termination. The Company shall terminate when all of the
assets of the Company, after payment of or due provision for all debts,
liabilities and obligations of the Company, shall have been distributed to the
Members in the manner provided for in this Article VI, and the Certificate of
Formation of the Company shall have been canceled in the manner required by the
Act.

                                   ARTICLE VII
                                    VALUATION

     Section 7.1. Valuation. For purposes of this Agreement, the value of any
property contributed by or distributed to any Member shall be valued as
determined by the Board of Managers.

                                      -16-

<PAGE>

                                  ARTICLE VIII
                           BOOKS OF ACCOUNT: MEETINGS

     Section 8.1. Books. The Board of Managers will maintain on behalf of the
Company complete and accurate books of account of the Company's affairs at the
Company's principal office, which books will be open to inspection by any Member
(or such Member's authorized representative) at any time during ordinary
business hours and shall be maintained in accordance with the Act.

     Section 8.2. Fiscal Year. The fiscal year of the Company shall end on
December 31 of each year.

     Section 8.3. Tax Allocation and Reports.

          (a) The income, gains, losses, deductions and credits of the Company
will be allocated, for federal, state and local income tax purposes, among the
Members in accordance with the allocation of such income, gains, losses,
deductions and credits among the Members for computing their Capital Accounts,
except as otherwise provided in the Code or other applicable law.

          (b) In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction and expense with respect
to any property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its fair market value at the time of contribution.

          (c) If and for so long as the Company has more than one Member, within
75 days after the end of each fiscal year, the Tax Matters Partner (as defined
below) shall cause the Company to furnish each Member with a copy of the
Company's tax return and form K-1 for such fiscal year.

          (d) If and for so long as the Company has more than one Member, the
Company shall designate the Initial Member to act as the "Tax Matters Partner"
(as defined in Section 6231(a)(7) of the Code) in accordance with Sections 6221
through 6233 of the Code.

          (e) If and for so long as the Company has only one Member, the Company
shall make an election on IRS Form 8832 to be treated as a domestic entity with
a single owner electing to be disregarded as a separate entity.

                                   ARTICLE IX
                                  MISCELLANEOUS

Amendments. Subject to Section 1.5, this Agreement may be amended or modified
from time to time only by a written instrument adopted by the unanimous consent
of its Board of Managers; provided, however, that any amendment or modification
reducing disproportionately a Member's Percentage Interest or other interest in
the profits or losses or in distributions or increasing such Member's capital
contribution shall be effective only with such Member's consent.

                                      -17-

<PAGE>

Notwithstanding anything to the contrary in this Agreement, so long as any
Permitted Indebtedness (other than indebtedness to the Initial Member) is
outstanding, this Agreement may not be modified, altered, supplemented or
amended without prior written consent of the Control Party and any such
amendment, alteration, supplement or modification must satisfy the Rating Agency
Condition; provided, however, that any amendment, alteration, supplement or
modification to this Agreement that creates a separate, non-voting membership
interest in the Company (with no right to participate in the management of the
Company), which interest would give its holder the right to receive only
allocation and distributions from the Company of amounts that are received by
the Company at the times and in the amounts set forth in the Basic Documents and
pledge or grant to a pledge a security interest solely in such non-voting
interest, shall be in form and substance reasonably satisfactory to the Control
Party.

     Section 9.1. Successors. Except as otherwise provided herein, this
Agreement will inure to the benefit of and be binding upon the Members and their
respective legal representatives, heirs, successors and permitted assigns.

     Section 9.2. Governing Law; Severability. The Agreement will be construed
in accordance with the laws of the State of Delaware, without regard to
principles of conflicts of laws, and, to the maximum extent possible, in such
manner as to comply with the terms and conditions of the Act. If it is
determined by a court of competent jurisdiction that any provision of this
Agreement is invalid under applicable law, such provision will be ineffective
only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.

     Section 9.3. Notices. All notices, demands and other communications to be
given and delivered under or by reason of provisions under this Agreement shall
be in writing and shall be deemed to have been given when personally delivered,
mailed by first class mail (postage prepaid and return receipt requested), sent
by telecopy or sent by reputable overnight courier service (charges prepaid) to
the addresses or telecopy numbers set forth in Schedule 1 hereto or to such
other addresses or telecopy numbers as have been supplied in writing to the
Company.

     Section 9.4. Complete Agreement: Headings, Counterparts. This Agreement
terminates and supersedes all other agreements concerning the subject matter
hereof previously entered into among any of the parties. Descriptive headings
are for convenience only and will not control or affect the meaning or
construction of any provision of this Agreement. Wherever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include the singular and the plural, and pronouns stated in either the
masculine, feminine or the neuter gender shall include the masculine, the
feminine and the neuter. This Agreement may be executed in any number of
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts together will constitute one agreement.

     Section 9.5. Partition. Except as otherwise expressly provided in this
Agreement, to the fullest extent permitted by law, each Member and Special
Member hereby irrevocably waives any right or power that such Member might have
to cause the Company or any of its assets to be partitioned, to cause the
appointment of a receiver for all or any portion of the assets of the Company,
to compel any sale of all or any portion of the assets of the Company pursuant
to any applicable law or to file a complaint or to institute any proceeding at
law or in equity to cause the dissolution, liquidation, winding up or
termination of the Company. No Member shall have any

                                      -18-

<PAGE>

interest in any specific assets of the Company, and no Member shall have the
status of a creditor with respect to any distribution pursuant to Section 3.1
hereof. The interest of the Members in the Company is personal property.

     Section 9.6. Benefits of Agreement: Third-Party Rights. The Control Party,
the Indenture Trustee, and their successors and assigns shall each be a third
party beneficiary of this Agreement, as it may be supplemented or amended, and
shall be entitled to rely upon and directly to enforce such provisions of this
Agreement. None of the provisions of this Agreement shall be for the benefit of
or enforceable by any creditor of the Company or by any creditor of any Member
or Special Member. Nothing in this Agreement shall be deemed to create any right
in any Person (except as otherwise provided in Section 4.4) not a party hereto,
and this Agreement shall not be construed in any respect to be a contract in
whole or in part for the benefit of any third Person.

     Section 9.7. Binding Agreement. Notwithstanding any other provision of this
Agreement, each Member agrees that this Agreement constitutes a legal, valid and
binding agreement of the Member, and is enforceable against the Member by the
Independent Managers, in accordance with its terms.

     Section 9.8. No Strict Construction. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the Persons (if more than one) then parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

     Section 9.9. Effectiveness. Pursuant to Section 18-201(d) of the Act, this
Agreement shall be effective as of the date first set forth above.

                                      -19-

<PAGE>

     IN WITNESS WHEREOF, the Initial Member hereto has caused this Agreement to
be signed as of the date first above written.

                                        INITIAL MEMBER:

                                        ALLIANCE LAUNDRY SYSTEMS LLC


                                        By:  /s/ Scott L. Spiller
                                           -------------------------------------
                                        Name:  Scott L. Spiller
                                        Title: VP, Law and Human Resources
                                               & Secretary

<PAGE>

     IN WITNESS WHEREOF, the Special Member hereto has caused this Agreement to
be signed as of November 26, 2002.

                                        SPECIAL MEMBER:


                                        Name:  /s/ Douglas K. Johnson
                                             -----------------------------------
                                              Douglas K. Johnson

<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

A. Capitalized terms used in the Agreement and not defined herein shall have the
meanings assigned to such terms in Appendix A to the Pooling and Servicing
Agreement. When used in this Agreement, the following terms not otherwise
defined herein have the following meanings:

     "Act" has the meaning set forth in Section 1.1.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly Controlling or Controlled by or under direct or indirect common
Control with such Person.

     "Agreement" has the meaning set forth in the preamble to this Agreement.

     "Assignee" means person or entity to whom any Company interest has been
transferred in a Transfer described in Section 4.06, unless and until such
person or entity becomes a Member with respect to such Company interest.

     "Authorized Assets" means Equipment Loans, Receivables and related assets.

     "Bankruptcy" means, with respect to any Person, if such Person (i) makes an
assignment for the benefit of creditors, (ii) files a voluntary petition in
bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered against it
an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a
petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law or regulation, (v) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against it in
any proceeding of this nature, (vi) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the Person or of all or any
substantial part of its seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, if the proceeding has not been dismissed, or if within 90 days
after the appointment without such Person's consent or acquiescence of a
trustee, receiver or liquidator of such Person or of all or any substantial part
of its properties, the appointment is not vacated or stayed, or within 90 days
after the expiration of any such stay, the appointment is not vacated. With
respect to the Member, the foregoing definition of "Bankruptcy" is intended to
replace and shall supersede and replace the definition of "Bankruptcy" set forth
in Sections 18101(1) and 18-304 of the Act.

     "Basic Documents" means the Certificate of Trust, the Trust Agreement, the
Purchase Agreement, the Pooling and Servicing Agreement, any Assignment, the
Back-Up Servicer Agreement, the Note Purchase Agreement, the Custodial
Agreement, the Administration Agreement, the Indenture, the Ambac Insurance
Agreement, each of the Lockbox Agreements, each of the Independent Manager
Agreements, each of the Independent Manager Services Agreements, the
Intercreditor Agreement, the Securities Account Control Agreement, the
Applicable Margin Fee Letter and the other documents and certificates delivered
in connection therewith.

<PAGE>

     "Book Value" means, with respect to any Company property, the Company's
adjusted basis for federal income tax purposes, except that the initial Book
Value of any property contributed by a Member to the Company shall be the value
of such property on the date of such contribution, as agreed by the Board of
Managers and the Member contributing the property, and the Book Value of any
Company property shall be adjusted pursuant to Treasury Regulation Section
1.7041(b)(2)(iv)(e) (in connection with a distribution of such property) or (f)
(in connection with a revaluation of Capital Accounts).

     "Board of Managers" has the meaning set forth in Section 4.1(a).

     "Capital Account" has the meaning set forth in Section 2.1.

     "Certificate of Formation" has the meaning set forth in Section 1.1.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

     "Company" has the meaning set forth in Section 1.1.

     "Control" means the possession, directly or indirectly, or the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities or general partnership or managing
member interests, by contract or otherwise. "Controlling" and "Controlled" shall
have correlative meanings.

     "Event of Withdrawal" means the death or dissolution of a Member.

     "Independent Manager" means a natural person who, for the five-year period
prior to such person's appointment as Independent Manager (or independent
director with respect to corporations) has not been, and during the continuation
of such person's service as Independent Manager such Independent Manager is not:
(i) an employee, director, stockholder, manager, partner or officer of the
Company or any of its Affiliates (other than such person's service as an
Independent Manager of the Company or any of the Initial Member's Affiliates);
(ii) a customer, creditor or supplier of the Company or any of its Affiliates;
(iii) a beneficial owner at the time of such individual's appointment as an
Independent Manager, or at any time thereafter while serving as an Independent
Manager, of more than 2% of the voting securities of the Initial Member of any
of its subsidiaries or affiliates; (iv) is not affiliated with a significant
customer, supplier or creditor of the Initial Member or any of its affiliates or
subsidiaries; (v) does not have any significant personal service contracts with
the Initial Member or any of its affiliates or subsidiaries; (vi) has prior
experience as an independent director for a corporation whose charter documents
require the unanimous consent of all independent directors thereof before such
corporation could consent to the institution of bankruptcy or insolvency
proceedings against it or could file a petition seeking relief under any
applicable federal or state law; (vii) has at least three years of employment
experience with one or more entities that provide, in the ordinary course of
their respective businesses, advisory, management or placement services to
issuers of securitization or structured finance instruments, agreements or
securities; or (viii) is not any member of the immediate family of a person
described in (i) or (ii). An Independent Manager of the Company is hereby
designated as a Manager of the Company within the meaning of Section 18-101(10)
of the Act.

<PAGE>

     "Independent Manager Agreement" means an agreement by and between the
Company and an Independent Manager relating to such Independent Manager's
position as Independent Manager.

     "Independent Manager Services Agreement" means an agreement by and between
the Company and a Person relating to the identification of qualified individuals
to serve as Independent Managers.

     "Initial Member" means Alliance Laundry Systems LLC, a Delaware limited
liability company, as the sole member of the Company.

     "Intercreditor Agreement" means the Intercreditor Agreement dated as of
November 26, 2002 among General Electric Capital Corporation and the Bank of New
York.

     "Lockbox Agreements" means any agreement relating to the provision of
lockbox or other account services.

     "Losses" for any period means all items of Company loss, deduction and
expense for such period determined according to Section 2.2.

     "Majority in Interest" means a majority of Percentage Interests of all
Members.

     "Manager" means each Person identified as such on Schedule 1 as a manager,
and any successor thereto. Each Manager is hereby designated as a "manager" of
the Company within the meaning of Section 18-101 (10) of the Act.

     "Manager Agreement" means the Manager Agreement in the form attached hereto
as Exhibit A.

     "Material Action" means to consolidate or merge the Company with or into
any Person, or sell all or substantially all of the assets of the Company, or to
institute proceedings to have the Company or the Issuer be adjudicated bankrupt
or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against the Company or the Issuer or file a petition seeking, or
consent to, reorganization or relief with respect to the Company or the Issuer
under any applicable federal or state law relating to bankruptcy, or consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or the Issuer or a substantial part of
its property, or make any assignment (or consent to the making of any
assignment) for the benefit of creditors of the Company or the Issuer, or admit
in writing the Company's or the Issuer's inability to pay its debts generally as
they become due, or, to the fullest extent permitted by law, take action in
furtherance of any such action, or dissolve or liquidate (or consent to the
dissolution or liquidation of the Company or the Issuer) or except to the extent
permitted by the Basic Documents, engage in any business activity not
contemplated hereby, sell all or substantially all of the assets of the Company
or incur debt not contemplated by the Basic Documents.

     "Member" means any of the parties identified on Schedule 1 as a member or
admitted as a member after the date of this Agreement in accordance with the
terms hereof, in each case for

<PAGE>

so long as such person continues to be a member hereunder; provided, however,
the term "Member" shall not include the Special Members.

     "Officer's Certificate" means a certificate signed by any officer of the
Company who is authorized to act for the Company in matters relating to the
Company.

     "Percentage Interest" means, in respect of each Member, such Member's
interest in the income, gains, losses, deductions and expenses of the Company as
set forth on Schedule 1.

     "Permitted Indebtedness" means the indebtedness for borrowed money of the
Issuer and the other liabilities and obligations arising under the Basic
Documents.

     "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement
dated as of November 26, 2002 among the Initial Member, the Company and Alliance
Laundry Equipment Receivables Trust 2000-A.

     "Profits" for any period means all items of Company income and gain for
such period determined according to Section 2.2.

     "Special Member" means, upon such Person's admission to the Company as a
member of the Company pursuant to Section 1.7, a person acting as an Independent
Manager, in such person's capacity as a member of the Company. A Special Member
shall have only the rights and duties expressly set forth in this Agreement.

     "Terminated Member" means a person who has ceased to be a Member pursuant
to Section 5.5.

     "Transfer" has the meaning set forth in Section 5.1(a).

B.   Rules of Construction. Definitions in this Agreement apply equally to both
     the singular and plural forms of the defined terms. The words "include" and
     "including" shall be deemed to be followed by the phrase "without
     limitation." The terms "herein," "hereof' and "hereunder" and other words
     of similar import refer to this Agreement as a whole and not to any
     particular Section, paragraph or subdivision. The Section titles appear as
     a matter of convenience only and shall not affect the interpretation of
     this Agreement. All Section, paragraph, clause, Exhibit or Schedule
     references not attributed to a particular document shall be references to
     such parts of this Agreement.

<PAGE>

                                                                      SCHEDULE 1

                         MEMBER AND MANAGER INFORMATION

--------------------------------------------------------------------------------
                                          CAPITAL                PERCENTAGE
         MEMBER(S)                      CONTRIBUTION              INTEREST
--------------------------------------------------------------------------------
Alliance Laundry Systems LLC                 $1                     100%
Shepard Street
Ripon, WI 54971
--------------------------------------------------------------------------------

Managers

Thomas F. L'Esperance

Bruce P. Rounds

Robert T. Wallace

Douglas K. Johnson (Independent Manager)

Evelyn Echevarria (Independent Manager)

<PAGE>

                                                                       EXHIBIT A

                            FORM OF MANAGER AGREEMENT

                                 ----------------, ------

Alliance Laundry Equipment Receivables 2002 LLC
Shepard Street
Ripon, WI 54971

     Re: Manager Agreement of Alliance Laundry Equipment Receivables 2002 LLC

Ladies and Gentlemen:

     For good and valuable consideration, each of the undersigned persons, who
have been designated as managers of Alliance Laundry Equipment Receivables 2002
LLC, a Delaware limited liability company (the "Company"), in accordance with
the Limited Liability Company Agreement of the Company, dated as of November 26,
2002, as it may be amended or restated from time to time (the "LLC Agreement"),
hereby agree as follows:

     1. Each of the undersigned accepts such person's rights and authority as a
Manager (as defined in the LLC Agreement) under the LLC Agreement and agrees to
perform and discharge such person's duties and obligations as a Manager under
the LLC Agreement, and further agrees that such rights, authorities, duties and
obligations under the LLC Agreement shall continue until such person's successor
as a Manager is designated or until such person's resignation or removal as a
Manager in accordance with the LLC Agreement. Each of the undersigned agrees and
acknowledges that it has been designated as a "Manager" of the Company within
the meaning of the Delaware Limited Liability Company Act.

     2. So long as any Permitted Indebtedness (as defined in the LLC Agreement)
is outstanding, each of the undersigned agrees, solely in its capacity as
creditor of the Company, not to acquiesce, petition, or otherwise involve or
cause the Company to invoke the process of any court or governmental authority
for the purpose of commencing or sustaining a case against the Company under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Company or any substantial part of the property of the Company, or
ordering the winding up or liquidation of the affairs of the Company.

     3. THIS MANAGER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE
GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     4. This Manager Agreement may be executed in any number of counterparts
each of which shall be deemed an original of this Manager Agreement and all of
which together shall constitute one and the same instrument.

<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Manager Agreement as
of the day and year first above written.

                                           /s/ Thomas F. L'Esperance
                                        ---------------------------------
                                        Name:  Thomas F. L'Esperance

                                           /s/ Bruce P. Rounds
                                        ---------------------------------
                                        Name:  Bruce P. Rounds

                                           /s/ Robert T. Wallace
                                        ---------------------------------
                                        Name:  Robert T. Wallace

                                           /s/ Douglas K. Johnson
                                        ---------------------------------
                                        Name:  Douglas K. Johnson

                                           /s/ Evelyn Echevarria
                                        ---------------------------------
                                        Name:  Evelyn Echevarria