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Transition Services Agreement

This is an actual contract by Alliance Laundry Systems.

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Sectors: Manufacturing
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: May 07, 1998
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EXHIBIT 10.41


RAYTHEON COMPANY
141 SPRING STREET
LEXINGTON, MASSACHUSETTS 02173


May __, 1998


Alliance Laundry Systems LLC c/o Bain Capital, Inc. Two Copley Place Boston, Massachusetts 02116 Attention: Mr. Robert Gay


Re: Transition Services
-------------------


Dear Sirs:


Reference is hereby made to that Agreement and Plan of Merger by and among Bain/RCL, L.L.C., a Delaware limited liability company ("Buyer"), RCL
----- Acquisitions, L.L.C., a Delaware limited liability company ("MergeCo"), Raytheon
------- Company, a Delaware corporation ("Raytheon"), and Raytheon Commercial Laundry
-------- LLC, a Delaware limited liability company (the "Company"), dated as of February
------- 21, 1998 (the "Merger Agreement") pursuant to which MergeCo will merge with and
---------------- into the Company with the Company as the Surviving Entity (as such, the
"Surviving Entity"). Each capitalized term used herein without definition shall - ----------------- have the meaning given such term in the Merger Agreement.


Raytheon and the Surviving Entity hereby agree, subject to and effective upon the consummation of the transactions contemplated by the Merger Agreement, as follows:


1. Services Provided. Upon a reasonable request from the Surviving Entity for
-----------------
the transition support services described in Schedule A attached hereto
----------
(the "Raytheon Services"), Raytheon agrees to use reasonable efforts to
-----------------
provide, directly or by means of its vendors, the Raytheon Services to the
Surviving Entity (it being understood by the parties that "reasonable
efforts" means those efforts consistent with the level at which Raytheon
provided services to the Company prior to the Closing Date). In addition,
the Surviving Entity agrees to provide to Raytheon access to Theresa Weeks,
for twenty-four months from the date hereof, in connection with claims
pending on the date hereof regarding environmental issues at the Omro,
Wisconsin facility (the "RCL Services" and, together, with the Raytheon
------------
Services, the "Services") so long as (i) such access does not unreasonably
--------
disrupt her employment obligations with the Surviving Entity or its
subsidiaries and (ii) any obligation of the Surviving Entity in connection
herewith ceases


at such time Theresa Weeks is no longer an employee of the Surviving Entity
or one of its subsidiaries. The parties agree to exercise reasonable
commercial efforts to minimize the period for the provision of the
Services.


2. Compensation. The recipient of Services agrees to compensate the provider
------------
in accordance with the provider's internal cost accounting or, with respect
to third-party vendors, to reimburse the provider for the Services charged
by such vendors and to provide the recipient with a detailed summary of
such costs. The recipient also agrees to reimburse the provider for any
reasonable out-of-pocket expenses incurred by the provider in connection
with its provision of the Services. The recipient shall pay the provider's
invoice with respect to the foregoing in full within thirty (30) days after
receipt.


3. Indemnification. Upon the occurrence of a breach of this agreement, such
---------------
breach shall be treated as a breach of a
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