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Agreement, Dated As of February 23, 2004

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Exhibit 10.24

Execution Copy


This Agreement (the " Agreement" ) is made as of February 23, 2004 among each of (i) Alliance Laundry Holdings LLC (the " Company" ), (ii) TCW Shared Opportunity Fund IV, L.P., TCW Shared Opportunity Fund IVB, L.P., TCW Shared Opportunity Fund III, L.P., TCW SHOP III Subsidiary Investment, Inc. and TCW SHOP IV Subsidiary Investment, Inc. (collectively, " TCW" ) and (iii) Sankaty Alliance Corp., Sankaty High Yield Partners II, L.P., Sankaty High Yield Partners III, L.P. and Sankaty Credit Opportunities, L.P. (collectively, " Sankaty" ).


TCW and Sankaty hold (i) Amended and Restated Junior Subordinated Promissory Notes of the Company, each dated September 12, 2003, in the aggregate original principal amount of $9,000,000 (the " Promissory Notes" ) and (ii) Preferred Units of the Company issued pursuant to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 5, 1998 (the " LLC Agreement" ).

The Company may consummate an offering which would be a sale pursuant to a registration statement filed under the Securities Act of equity securities (including any securities convertible or exchangeable into or exercisable for equity securities) of an entity formed by or at the direction of the Company which acquires an equity interest in the Company and whose ultimate purpose is to acquire a controlling interest in the Company (a " Newco Holding IPO" ).

The parties hereto desire to set forth their understanding with respect to certain matters in connection with a Newco Holding IPO.

NOW, THEREFORE, the parties agree as follows:

1. Agreement.

a. TCW and Sankaty agree to comply with the provisions of Section 4(a) of the Securityholders Agreement, dated as of May 5, 1998, by and among the Company and its securityholders, in the event that such provisions do not otherwise apply to a Newco Holding IPO.

b. If a Newco Holding IPO is consummated, then, subject to any restrictions in the Company' s senior credit agreement or senior subordinated notes indenture, the Company shall fund the following
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