Published on July 30, 2025
Exhibit 10.6
Execution Version
SECOND OMNIBUS AMENDMENT
THIS SECOND OMNIBUS AMENDMENT, dated as of October 12, 2018 (this “Amendment”), is entered into by and among ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“ALS”), ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2015 LLC, a Delaware limited liability company (“ALER”), ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2015-A, a Delaware statutory trust (the “Issuer”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture (the “Indenture Trustee”), each of the NOTE PURCHASERS listed on the signature pages hereto (collectively, the “Note Purchasers”), each of the FUNDING AGENTS for the Purchaser Groups listed on the signature pages hereto (collectively, the “Funding Agents”) and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Note Purchasers (the “Administrative Agent”).
BACKGROUND:
1. ALS and ALER are parties to that certain Amended and Restated Purchase Agreement, dated as of June 8, 2018 (as amended, restated, supplemented or otherwise modified through the date hereof, together with all exhibits and schedules thereto, the “Purchase Agreement”);
2. ALS, ALER and the Issuer are parties to that certain Amended and Restated Pooling and Servicing Agreement, dated as of June 8, 2018 (as amended by that certain First Omnibus Amendment, dated as of August 31, 2018, and as further amended, restated, supplemented or otherwise modified through the date hereof, together with all exhibits and schedules thereto, the “Pooling and Servicing Agreement”);
3. the Issuer and the Indenture Trustee are parties to that certain Amended and Restated Indenture, dated as of June 8, 2018 (as amended, restated, supplemented or otherwise modified through the date hereof, together with all exhibits and schedules thereto, the “Indenture”);
4. ALS, ALER, the Issuer, the Note Purchasers, the Funding Agents and the Administrative Agent are parties to that certain Amended and Restated Note Purchase Agreement, dated as of June 8, 2018 (as amended by that certain First Omnibus Amendment, dated as of August 31, 2018, and as further amended, restated, supplemented or otherwise modified through the date hereof, together with all exhibits and schedules thereto, the “Note Purchase Agreement” and, together with the Purchase Agreement, the Pooling and Servicing Agreement and the Indenture, the “Agreements”);
5. the parties hereto desire to amend the Agreements as hereinafter set forth; and
6. the consent of each of the Noteholders is necessary for such amendments to be effective, and each of the Noteholders, by executing this Amendment, has consented to such amendments.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings ascribed thereto in Part I of Appendix A to the Pooling and Servicing Agreement.
2. Amendments. As of the Effective Date (as defined below), the Agreements are hereby amended as follows:
(a) Purchase Agreement. The parties to the Purchase Agreement hereby agree that the Purchase Agreement is amended as set forth on the blackline attached as Annex A.
(b) Pooling and Servicing Agreement. The parties to the Pooling and Servicing Agreement hereby agree that the Pooling and Servicing Agreement is amended as set forth on the blackline attached as Annex B.
(c) Indenture. The parties to the Indenture hereby agree that the Indenture is amended as set forth on the blackline attached as Annex C.
(d) Note Purchase Agreement. The parties to the Note Purchase Agreement hereby agree that the Note Purchase Agreement is amended as follows:
(i) Section 5.1(b) of the Note Purchase Agreement is amended by inserting the following text immediately prior to the semi-colon at the end thereof: “, and the Issuer shall provide the Administrative Agent access to each electronic platform (including the eVault and the eOriginal System) on which any electronic chattel paper relating to the Loans is maintained”.
(ii) Exhibit B to the Note Purchase is hereby amended by replacing the text “By: Alliance Laundry Equipment Receivables 2015 LLC, not in its individual capacity but solely as Administrator of the Issuer” where it appears therein with the text “By: Alliance Laundry Systems LLC, not in its individual capacity but solely as Administrator of the Issuer” in its place.
3. Issuer Order, Noteholder Direction and Registered Owner Instruction.
(a) The Issuer hereby authorizes and directs the Indenture Trustee to execute this Amendment, the Custodial Agreement Amendment (as defined below) and the Electronic Collateral Control Agreement (as defined below).
(b) The Noteholders hereby direct the Indenture Trustee to execute this Amendment, the Custodial Agreement Amendment and the Electronic Collateral Control Agreement.
(c) ALER, as the sole Registered Owner, hereby instructs Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer, to execute this Amendment, the Custodial Agreement Amendment and the Electronic Collateral Control Agreement.
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4. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of the following (the “Effective Date”):
(a) the Administrative Agent’s receipt of counterparts of this Amendment, duly executed by all of the parties hereto;
(b) the Administrative Agent’s receipt of counterparts of that certain Electronic Collateral Control Agreement, dated as of the date hereof, duly executed by the parties thereto (the “Electronic Collateral Control Agreement”);
(c) the Administrative Agent’s receipt of counterparts of that certain First Amendment to Amended and Restated Custodial Agreement, dated as of the date hereof, by and among the Issuer, the Servicer, the Indenture Trustee, the Administrative Agent and U.S. Bank National Association, as custodian (the “Custodial Agreement Amendment”), duly executed by the parties thereto;
(d) the favorable written opinions of counsel for the Issuer, the Transferor and the Servicer, addressed to the Administrative Agent, each Funding Agent and each Note Purchaser, dated as of the date hereof, covering general corporate matters, no government consents or authorizations, no conflicts with organizational documents, any applicable law or other agreements, the due execution and delivery of, and the enforceability of, this Amendment, the Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Note Purchase Agreement, the Custodial Agreement Amendment, the Custodial Agreement and the Electronic Collateral Control Agreement, perfection and priority of security interest matters and such other matters as the Administrative Agent or its counsel may reasonably request; and
(e) the receipt by each Note Purchaser of an amendment fee (the “Amendment Fee”) in an amount equal to the product of (x) 1 basis point (0.01%) times (y) the Commitment of such Note Purchaser as of the date hereof; provided that the Amendment Fee payable to PNC Bank, National Association shall be paid to PNC Capital Markets, LLC, as Structuring Agent.
5. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of each Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in any Agreement to “this Agreement”, “this Indenture”, “hereof”, “herein” or words of similar effect referring to the Agreement in which such reference is made shall be deemed to be references to such Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of any Agreement other than as set forth herein.
6. Representations and Warranties.
(a) Each of the Issuer, ALER, ALS and the Note Purchasers makes each of its respective representations and warranties contained in Article 4 of the Note Purchase Agreement, Article VII of the Pooling and Servicing Agreement and Article III of the Purchase Agreement, as applicable (after giving effect to this Amendment).
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(b) Each of the parties hereto represents and warrants that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation.
7. Consent. Pursuant to each Agreement, each of the parties hereto agrees, as to itself only, that all notices required to be delivered to it and all consents required to be given by it in connection with this Amendment have been provided, or in the alternative, have been waived, and each such party hereby consents to the terms of the amendments to the Agreements contained in this Amendment.
8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
9. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York; provided, however, that the duties and immunities of the Owner Trustee hereunder shall be governed by the laws of the State of Delaware.
10. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreements or any provision hereof or thereof.
11. Indenture Trustee’s Responsibility. The Indenture Trustee shall have no responsibility for the validity or sufficiency of this Amendment, nor for the recitals herein.
12. Limitation of Owner Trustee Liability. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Amendment and (e) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
| ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2015-A |
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| By: | Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee |
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| By: /s/ Erwin M. Soriano | ||||||||||||||
| Name: | Erwin M. Soriano | |||||||||||||
| Title: | Vice President | |||||||||||||
Second Omnibus Amendment
| ALLIANCE LAUNDRY SYSTEMS LLC | |||||||||||
| By: /s/ Todd Rice | |||||||||||
| Name: | Todd Rice | ||||||||||
| Title: | VP - Treasurer and Assistant Secretary | ||||||||||
| ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2015 LLC |
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| By: /s/ Todd Rice | |||||||||||
| Name: | Todd Rice | ||||||||||
| Title: | President | ||||||||||
Second Omnibus Amendment
| THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Indenture Trustee | |||||||||||
| By: /s/ Esther Antoine | |||||||||||
| Name: | Esther Antoine | ||||||||||
| Title: | Vice President | ||||||||||
Second Omnibus Amendment
| PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent |
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| By: /s/ Roger Yuen | ||||||||
| Name: Roger Yuen | ||||||||
| Title: Senior Vice President | ||||||||
Second Omnibus Amendment
| PNC PURCHASER GROUP: | ||||||||
| PNC BANK, NATIONAL ASSOCIATION, as Committed Purchaser and as Funding Agent | ||||||||
| By: /s/ Roger Yuen | ||||||||
| Name: Roger Yuen | ||||||||
| Title: Senior Vice President | ||||||||
Second Omnibus Amendment
| FIFTH THIRD PURCHASER GROUP | |||||||||||
| FIFTH THIRD BANK, as Committed Purchaser and as Funding Agent | |||||||||||
| By: /s/ Patrick Berning | |||||||||||
| Name: Patrick Berning | |||||||||||
| Title: Principal | |||||||||||
Second Omnibus Amendment
| BMO PURCHASER GROUP: | ||||||||
| BMO CAPITAL MARKETS CORP., as Funding Agent | ||||||||
| By: /s/ Jeffrey Merchant | ||||||||
| Name: Jeffrey Merchant | ||||||||
| Title: Director | ||||||||
Second Omnibus Amendment
| BANK OF MONTREAL, as Committed Purchaser | ||||||||
| By: /s/ Karen Louie | ||||||||
Name: Karen Louie
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Title: Director
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Second Omnibus Amendment
| FAIRWAY FINANCE COMPANY, LLC, as CP Conduit |
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| By: /s/ Irina Khaimova | ||||||||
| Name: Irina Khaimova | ||||||||
| Title: Vice President | ||||||||
Second Omnibus Amendment