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Advisory Agreement

This is an actual contract between Alliance Laundry Systems and Raytheon.

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Sectors: Manufacturing, Telecommunications
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 1998
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THIS ADVISORY AGREEMENT (this "Agreement") is made and entered into as
--------- of ______ __, 1998, by and between Alliance Laundry Systems LLC, a Delaware limited liability company (the "Company"), and Bain Capital, Inc., a Delaware
------- corporation (the "Management Company").

WHEREAS, reference is made to a certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 21, 1998, by and among Bain/RCL,
---------------- L.L.C., a Delaware limited liability company formed by the Management Company and its affiliates ("Bain"), RCL Acquisitions, L.L.C., a Delaware limited
---- liability company and a transitory merger subsidiary formed by Bain ("MergeCo"),
------- Raytheon Commercial Laundry LLC, a Delaware limited liability company ("RCL")
--- and Raytheon Company, a Delaware corporation ("Raytheon"), pursuant to which, as
-------- of the date hereof, MergeCo has merged with and into RCL (such merger, the "Merger") with the Company as the surviving entity; and - -------

WHEREAS, in connection with and pursuant to the Merger, the Company desires to retain the Management Company to perform, and the Management Company desires to perform, certain services for the Company and its subsidiaries, if any.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties to this Agreement agree as follows:

1. Term. This Agreement shall be in effect for an initial term of
---- ten years commencing on the date hereof (the "Term"), and shall be automatically
---- extended thereafter on a year to year basis unless the Company or the Management Company provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof.

2. Services. The Management Company shall perform or cause to be
-------- performed such services for the Company and its subsidiaries, if any, as directed by the Company's Board of Managers which may include, without limitation, the following:

a. general executive and management services, including without limitation, recommending appropriate persons to serve on (and being available to serve on) advisory boards and committees of portfolio companies of the Company and its subsidiaries, if any;

b. monitoring, analyzing, acquiring and disposing of the Company's investments, including, without limitation, its investment in portfolio companies;

c. negotiating, entering into, modifying and terminating contracts and agreements to which the Company and any of its subsidiaries are (or are to become) a party;

d. support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

e. finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

f. marketing functions, including monitoring of marketing plans and strategies;

g. human resource functions, including searching and hiring of executives; and

h. other services for the Company and its subsidiaries, if any, upon which the Company's Board of Managers and the Management Company
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