Spincycle Inc Sample Contracts

Spincycle Inc – LOAN AND SECURITY AGREEMENT (November 15th, 2000)

1 EXHIBIT 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of September 30, 2000 by and between SPINCYCLE, INC., a Delaware corporation (the "Borrower") and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company ("Lender") BACKGROUND A. Borrower and Lender are parties to a Loan and Security Agreement dated as of November 12, 1999 (as the same may be hereafter amended, modified or supplemented from time to time, the "Loan Agreement"), pursuant to which Lender extended to Borrower a $3,000,000 term loan. B. Borrower has requested that Lender modify its Tangible Net Worth covenant and its Capital Expenditures covenant. C. Lender is willing to modify such financial covenants, provided tha

Spincycle Inc – LOAN AND SECURITY AGREEMENT (November 15th, 2000)

1 EXHIBIT 10.1 AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of September 30, 2000 by and between SPINCYCLE, INC., a Delaware corporation (the "Borrower") and LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Bank"). BACKGROUND A. Borrower and Bank are parties to an Amended and Restated Loan and Security Agreement dated as of November 17, 1999 (as the same may be hereafter amended, modified or supplemented from time to time, the "Loan Agreement"), pursuant to which Bank extended to Borrower a $12,000,000 revolving line of credit. B. Borrower has requested that Bank modify its Tangible Net Worth covenant and its Capital Expenditures covenant. C. Bank is willing to modify such financial covenants, pro

Spincycle Inc – LOAN AND SECURITY AGREEMENT (June 1st, 2000)

1 Exhibit 10.12 -------------------------------------------------------------------------------- AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of November 17, 1999 between SPINCYCLE, INC., as Borrower and LASALLE BANK NATIONAL ASSOCIATION, as Lender -------------------------------------------------------------------------------- 2 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ("Agreement"), dated as of November 17, 1999, is entered into between "Lender" and "Borrower" (hereinafter defi

Spincycle Inc – NOTE (June 1st, 2000)

1 Exhibit 10.15 NOTE $3,000,000 November 17, 1999 SPINCYCLE, INC., a Delaware corporation ("Borrower"), for value received, hereby promises to pay to the order of Alliance Laundry Systems LLC ("Alliance"), the principal sum of Three Million and No/100 Dollars ($3,000,000), together with interest on the unpaid principal amount hereunder from time to time from the date hereof until paid, all as set forth below. Upon the occurrence of any Event of Default (hereinafter defined), the outstanding principal balance of this Note shall bear interest payable on demand, at the "Default Rate" (as such term is defined in the Loan Agreement). All payments of principal and interest on this Note shall be payable in lawful money of the United States of America. In no event shall the interest

Spincycle Inc – INTERCREDITOR AGREEMENT (June 1st, 2000)

1 Exhibit 10.16 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT ("Agreement") dated as of November 17, 1999, is between LASALLE BANK NATIONAL ASSOCIATION (hereinafter referred to as "Bank"), having offices at 135 South LaSalle Street, Chicago, Illinois 60603, and ALLIANCE LAUNDRY SYSTEMS LLC, having offices at Shepard Street, PO Box 990, Ripon, Wisconsin 54971-0990 (hereinafter referred to as "Alliance"), with respect to certain financing arrangements with SPINCYCLE, INC., having its office at 15990 Greenway/Hayden Loop, Suite 400, Scottsdale, Arizona 85260 ("Borrower"). BACKGROUND: A. Pursuant to a certain Amended and Restated Loan and Security Agreement dated as of November 17, 1999 and certain instruments, documents and other agreements related thereto, defined therein or contemplated thereby (the foregoin

Spincycle Inc – RESTRICTED UNIT AGREEMENT (June 1st, 2000)

1 Exhibit 10.18 RESTRICTED UNIT AGREEMENT This Restricted Unit Agreement (the "Agreement"), made this 28th day of February, 2000, by and among SpinCycle, Inc., a Delaware corporation (the "Company"), E-Wash, Inc., a Delaware corporation, and its successors and assigns ("E-Wash"), E-Wash, LLC, a Delaware limited liability company, and its successors and assigns ("Limited"), and Peter Ax, an employee of the Company (hereinafter called the "Employee"); W I T N E S S E T H: WHEREAS, E-Wash, as of the date hereof, is a wholly-owned subsidiary of the Company; and WHEREAS, Limited, as of the date hereof, is a wholly-owned subsidiary of E-Wash; and WHEREAS, the Board of Directors of the Company has determined it to be in the best interest of the Company to issue restricted units in Limited to certain key executives of the Comp

Spincycle Inc – AMENDED AND RESTATED REVOLVING LOAN NOTE (June 1st, 2000)

1 Exhibit 10.13 AMENDED AND RESTATED REVOLVING LOAN NOTE $12,000,000 November 17, 1999 SPINCYCLE, INC., a Delaware corporation ("Borrower"), for value received, hereby promises to pay to the order of LaSalle Bank National Association (the "Bank"), on September 30, 2001, the principal sum of Twelve Million and No/100 Dollars ($12,000,000), or such lesser amount of all of the then outstanding advances made by the Bank to Borrower pursuant to Section 2.1 of the "Loan Agreement" (as hereinafter defined), together with interest on any and all principal amounts remaining unpaid hereunder from time to time from the date hereof until paid, at the rate(s) set forth in Section 2.14 of the Loan Agreement, payable on each "Interest Payment Date" (as such term is defined in the Loan Agreement). Upon the occurrence of any

Spincycle Inc – LOAN AND SECURITY AGREEMENT (June 1st, 2000)

1 Exhibit 10.14 LOAN AND SECURITY AGREEMENT Dated as of November 17, 1999 between SPINCYCLE, INC., as Borrower and ALLIANCE LAUNDRY SYSTEMS LLC, as Lender 2 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT ("Agreement"), dated as of November 17, 1999, is entered into between "Lender" and "Borrower" (hereinafter defined). R E C I T A L S A. Borrower desires to borrow from Lender the sum of Three Million Dollars ($3,000,000) to refinance existing debt and pay closing costs. B. Lender desires, upon the terms and conditions set forth in this Agreem

Spincycle Inc – RESTRICTED UNIT AGREEMENT (June 1st, 2000)

1 Exhibit 10.17 RESTRICTED UNIT AGREEMENT This Restricted Unit Agreement (the "Agreement"), made this 28th day of February, 2000, by and among SpinCycle, Inc., a Delaware corporation (the "Company"), E-Wash, Inc., a Delaware corporation, and its successors and assigns ("E-Wash"), E-Wash, LLC, a Delaware limited liability company, and its successors and assigns ("Limited"), and ________________________, an employee of the Company (hereinafter called the "Employee"); W I T N E S S E T H: WHEREAS, E-Wash, as of the date hereof, is a wholly-owned subsidiary of the Company; and WHEREAS, Limited, as of the date hereof, is a wholly-owned subsidiary of E-Wash; and WHEREAS, the Board of Directors of the Company has determined it to be in the best interest of the Company to issue restricted units in Limited to certain key execut

Spincycle Inc – RESTRICTED UNIT AGREEMENT (May 3rd, 2000)

1 Exhibit 10.1 RESTRICTED UNIT AGREEMENT This Restricted Unit Agreement (the "Agreement"), made this 28th day of February, 2000, by and among SpinCycle, Inc., a Delaware corporation (the "Company"), E-Wash, Inc., a Delaware corporation, and its successors and assigns ("E-Wash"), E-Wash, LLC, a Delaware limited liability company, and its successors and assigns ("Limited"), and ________________________, an employee of the Company (hereinafter called the "Employee"); W I T N E S S E T H: WHEREAS, E-Wash, as of the date hereof, is a wholly-owned subsidiary of the Company; and WHEREAS, Limited, as of the date hereof, is a wholly-owned subsidiary of E-Wash; and WHEREAS, the Board of Directors of the Company has determined it to be in the best interest of the Company to issue restricted units in Limited to certain key execu

Spincycle Inc – RESTRICTED UNIT AGREEMENT (May 3rd, 2000)

1 Exhibit 10.2 RESTRICTED UNIT AGREEMENT This Restricted Unit Agreement (the "Agreement"), made this 28th day of February, 2000, by and among SpinCycle, Inc., a Delaware corporation (the "Company"), E-Wash, Inc., a Delaware corporation, and its successors and assigns ("E-Wash"), E-Wash, LLC, a Delaware limited liability company, and its successors and assigns ("Limited"), and Peter Ax, an employee of the Company (hereinafter called the "Employee"); W I T N E S S E T H: WHEREAS, E-Wash, as of the date hereof, is a wholly-owned subsidiary of the Company; and WHEREAS, Limited, as of the date hereof, is a wholly-owned subsidiary of E-Wash; and WHEREAS, the Board of Directors of the Company has determined it to be in the best interest of the Company to issue restricted units in Limited to certain key executives of the Comp

Spincycle Inc – TO LOAN AND SECURITY AGREEMENT (July 21st, 1999)

1 Exhibit 10.11 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "SECOND AMENDMENT") is entered into this 9th day of February, 1999, effective December 27, 1998 among: SPINCYCLE, INC., a Delaware corporation ("BORROWER") with its principal place of business at 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale, Arizona 85260; The several financial institutions from time to time party to the Loan Agreement (as defined herein) (each a "LENDER" and, collectively, "LENDERS"); and HELLER FINANCIAL, INC., a Delaware corporation for itself as a Lender and as Agent (in its capacity as Agent, the "AGENT") with offices at 500 West Monroe, Chicago Illinois 60661. RECITALS WHEREAS: (A) Borrower, the Lenders and the Agent have entered into

Spincycle Inc – TO LOAN AND SECURITY AGREEMENT (February 24th, 1999)

1 Exhibit 10.1 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "SECOND AMENDMENT") is entered into this 9th day of February, 1999, effective December 27, 1998 among: SPINCYCLE, INC., a Delaware corporation ("BORROWER") with its principal place of business at 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale, Arizona 85260; The several financial institutions from time to time party to the Loan Agreement (as defined herein) (each a "LENDER" and, collectively, "LENDERS"); and HELLER FINANCIAL, INC., a Delaware corporation for itself as a Lender and as Agent (in its capacity as Agent, the "AGENT") with offices at 500 West Monroe, Chicago Illinois 60661. RECITALS WHEREAS: (A) Borrower, the Lenders and the Agent have entered int

Spincycle Inc – LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (November 23rd, 1998)

1 Exhibit 5.1 LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (Pedersen & Houpt, P.C. Letterhead) November 23, 1998 SpinCycle, Inc. 15990 North Greenway/Hayden Loop Suite 400 Scottsdale, Arizona 85260 Re: SpinCycle, Inc. Registration Statement File No. 333-57989 Gentlemen: We have acted as counsel to SpinCycle, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-1, Registration No. 333-57989 (as amended to date, the "Registration Statement"), which has been filed by the Company with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), and the rules

Spincycle Inc – LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (November 13th, 1998)

1 Exhibit 5.1 LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (Pedersen & Houpt, P.C. Letterhead) November 13, 1998 SpinCycle, Inc. 15990 North Greenway/Hayden Loop Suite 400 Scottsdale, Arizona 85260 Re: SpinCycle, Inc. Registration Statement File No. 333-57989 Gentlemen: We have acted as counsel to SpinCycle, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-1, Registration No. 333-57989 (as amended to date, the "Registration Statement"), which has been filed by the Company with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), and the rules

Spincycle Inc – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (October 29th, 1998)

1 EXHIBIT 10.8 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to that certain Loan and Security Agreement ("Amendment") is made and entered into this day of July, 1998 by and between SpinCycle, Inc. ("BORROWER"), Heller Financial, Inc. (in its individual capacity, "Heller"), for itself, as Lender, and as Agent for Lenders ("AGENT"), and the Lenders which are signatories hereto (as used herein, "LENDERS" shall mean "Lenders" or "Requisite Lenders", as appropriate pursuant to the Agreement). WHEREAS, Agent, Lenders and Borrower are parties to a certain Loan and Security Agreement, dated as of April 29, 1998 and all amendments thereto (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement as hereinafter set forth; NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, an

Spincycle Inc – LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (October 29th, 1998)

1 Exhibit 5.1 LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (Pedersen & Houpt, P.C. Letterhead) October 29, 1998 SpinCycle, Inc. 15990 North Greenway/Hayden Loop Suite 400 Scottsdale, Arizona 85260 Re: SpinCycle, Inc. Registration Statement (333-57989) Gentlemen: We have acted as counsel to SpinCycle, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-1, Registration No. 333-57989 (as amended to date, the "Registration Statement"), which has been filed by the Company with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder (i) 144,990 Warrants (the "Warran

Spincycle Inc – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (October 29th, 1998)

1 Exhibit 10.10 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to that certain Loan and Security Agreement ("Amendment") is made and entered into this day of July, 1998 by and between SpinCycle, Inc. ("BORROWER"), Heller Financial, Inc. (in its individual capacity, "Heller"), for itself, as Lender, and as Agent for Lenders ("AGENT"), and the Lenders which are signatories hereto (as used herein, "LENDERS" shall mean "Lenders" or "Requisite Lenders", as appropriate pursuant to the Agreement). WHEREAS, Agent, Lenders and Borrower are parties to a certain Loan and Security Agreement, dated as of April 29, 1998 and all amendments thereto (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement as hereinafter set forth; NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, and

Spincycle Inc – EMPLOYMENT AGREEMENT (October 20th, 1998)

1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated December 1, 1996, by and between SPINCYCLE, INC., a Minnesota corporation (the "Company") and PETER AX, a New York resident ("Executive"). WHEREAS, the Company and Executive wish to enter into an employment agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the respective undertakings of the Company and the Executive set forth below, the Company and Executive agree as follows: 1. Employment. The Company agrees to employ Executive as Chief Financial Officer and Executive accepts such employment and agrees to perform services for the Company for the period and upon the other terms and conditions set forth in this Agreement 2. Term. Unless terminated at an earlier date in accordance with other provisions of this Agreement,

Spincycle Inc – LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (October 20th, 1998)

1 LEGAL OPINION OF PEDERSEN & HOUPT, P.C. (Pedersen & Houpt, P.C. Letterhead) October 20, 1998 SpinCycle, Inc. 15990 North Greenway/Hayden Loop Suite 400 Scottsdale, Arizona 85260 Re: SpinCycle, Inc. Registration Statement (333-57989) Gentlemen: We have acted as counsel to SpinCycle, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-1, Registration No. 333-57989 and all amendements thereto (as may hereafter be amended, the "Registration Statement"), which has been filed by the Company with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder (i) 144,990 Warrants (the "Warrants") to purchase 26,661 shares

Spincycle Inc – EMPLOYMENT AGREEMENT (October 20th, 1998)

1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated December 1, 1996, by and between SPINCYCLE, INC., a Minnesota corporation (the "Company") and PETER AX, a New York resident ("Executive"). WHEREAS, the Company and Executive wish to enter into an employment agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the respective undertakings of the Company and the Executive set forth below, the Company and Executive agree as follows: 1. Employment. The Company agrees to employ Executive as Chief Financial Officer and Executive accepts such employment and agrees to perform services for the Company for the period and upon the other terms and conditions set forth in this Agreement 2. Term. Unless terminated at an earlier date in accordance with other provisions of this Agreement,

Spincycle Inc – EMPLOYMENT AGREEMENT (October 20th, 1998)

1 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") dated this 1st day of June, 1997, between SPINCYCLE, INC., a Minnesota corporation (hereinafter referred to as the "Company"), and CHRISTOPHER A. LOMBARDI (hereinafter referred to as "Executive"): W I T N E S S E T H: WHEREAS, the Company has hired Executive as an employee and as Chief Development Officer of the Company; and WHEREAS, the Company and Executive desire to set forth in this Agreement the terms, conditions and obligations of the parties with respect to such employment and this Agreement is intended by the parties to supersede all previous agreements and understanding, whether written or oral, concerning such employment. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the pa

Spincycle Inc – EMPLOYMENT AGREEMENT (October 20th, 1998)

1 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") dated this 1st day of June, 1997, between SPINCYCLE, INC., a Minnesota corporation (hereinafter referred to as the "Company"), and CHRISTOPHER A. LOMBARDI (hereinafter referred to as "Executive"): W I T N E S S E T H: WHEREAS, the Company has hired Executive as an employee and as Chief Development Officer of the Company; and WHEREAS, the Company and Executive desire to set forth in this Agreement the terms, conditions and obligations of the parties with respect to such employment and this Agreement is intended by the parties to supersede all previous agreements and understanding, whether written or oral, concerning such employment. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the pa

Spincycle Inc – RESTATED SUPPLY AGREEMENT (September 29th, 1998)

1 Exhibit 10.9 SECOND AMENDED AND RESTATED SUPPLY AGREEMENT This Second Amended and Restated Supply Agreement (this "Agreement") is made and entered into effective as of September 1, 1998, by and among SPINCYCLE, INC., a Delaware corporation ("Buyer"), and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company ("Seller"). W I T N E S S E T H WHEREAS, Buyer is in the business of building, acquiring, owning, and operating coin-or card-operated laundromats, and activities ancillary or related thereto; and WHEREAS, Buyer desires to purchase substantially all of its new coin-operated or card-operated washing machines and dryers from Seller, and wishes to assure itself of an ongoing business relationship with Seller beneficial to Buyer in terms of providing it with the latest products and t

Spincycle Inc – RESTATED SUPPLY AGREEMENT (September 25th, 1998)

1 Exhibit 10.7 SECOND AMENDED AND RESTATED SUPPLY AGREEMENT This Second Amended and Restated Supply Agreement (this "Agreement") is made and entered into effective as of September 1, 1998, by and among SPINCYCLE, INC., a Delaware corporation ("Buyer"), and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company ("Seller"). W I T N E S S E T H WHEREAS, Buyer is in the business of building, acquiring, owning, and operating coin-or card-operated laundromats, and activities ancillary or related thereto; and WHEREAS, Buyer desires to purchase substantially all of its new coin-operated or card-operated washing machines and dryers from Seller, and wishes to assure itself of an ongoing business relationship with Seller beneficial to Buyer in terms of providing it with the latest products and

Spincycle Inc – LOAN AND SECURITY AGREEMENT (June 29th, 1998)

1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT DATED AS OF APRIL 29, 1998 AMONG SPINCYCLE, INC., AS BORROWER, THE FINANCIAL INSTITUTIONS LISTED HEREIN, AS LENDERS, AND HELLER FINANCIAL, INC., AS AGENT AND AS LENDER 2 TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS.......................................................1 1.1 Certain Defined Terms........................................1 1.2 Accounting Terms............................................14 1.3 O

Spincycle Inc – COLLATERAL ASSIGNMENT OF LEASES (June 29th, 1998)

1 Exhibit 10.2 COLLATERAL ASSIGNMENT OF LEASES THIS COLLATERAL ASSIGNMENT OF LEASES ("ASSIGNMENT") dated as of this 29th day of April, 1998, is made by and between SPINCYLE, INC., a Delaware corporation (the "BORROWER") and HELLER FINANCIAL, INC., a Delaware corporation, as Agent for the ratable benefit of the Lenders (hereinafter defined) (in such capacity, hereinafter referred to as the "ASSIGNEE"). W I T N E S S E T H: WHEREAS, the Borrower has entered into a certain Loan and Security Agreement dated as of April 29, 1998 with the Lenders signatory thereto (the "LENDERS") and the Assignee (hereinafter, as it may from time to time be amended, modified, or supplemented, referred to as the "LOAN AGREEMENT") pursuant to which the Lenders have agreed to lend to the Borrower up to the principal amount set forth therein and to provide certain other

Spincycle Inc – INDENTURE (June 29th, 1998)

1 Exhibit 10.7 SPINCYCLE, INC., as Issuer and NORWEST BANK MINNESOTA, N.A., as Trustee --------------------- INDENTURE Dated as of April 29, 1998 -------------------- $144,990,000 Principal Amount at Maturity 12-3/4% Senior Discount Notes due 2005, Series A 12-3/4% Senior Discount Notes due 2005, Series B 2 Reconciliation and tie between Trust Indenture Act of 1939, as amended, and this Indenture Section 310 (a)(1)...................................... 6.05, 6.09 (a)(2)...................................... 6.05, 6.09

Spincycle Inc – AMENDMENT OF WARRANT AGREEMENT (June 29th, 1998)

1 Exhibit 4.2 AMENDMENT OF WARRANT AGREEMENT This Amendment of Warrant Agreement (the "Amendment") is made and entered into this 9th day of June, 1998 between SpinCycle, Inc., a Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A., as Warrant Agent (the "Warrant Agent"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Warrant Agreement between the Company and the Warrant Agent dated as of April 29, 1998 (the "Warrant Agreement"). R E C I T A L S: A. The Company and the Warrant Agent are parties to the Warrant Agreement. B. In the second paragraph of the opening recitals of the Warrant Agreement, the number of Warrants to be issued to the purchasers of the Units has been omitted. C. In Section 3.01 of the Warrant Agreement, the nu

Spincycle Inc – REGISTRATION RIGHTS AGREEMENT (June 29th, 1998)

1 Exhibit 10.8 SPINCYCLE, INC. $144,990,000 aggregate principal amount at maturity 12 3/4% Senior Discount Notes Due 2005 REGISTRATION RIGHTS AGREEMENT April 29, 1998 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010 Ladies and Gentlemen: SpinCycle, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in a purchase agreement dated as of April 24, 1998 (the "Purchase Agreement"), to issue and sell to Credit Suisse First Boston Corporation (the "Initial Purchaser"), 144,990 Units, each consisting of 12 3/4% Senior Discount Notes Due 2005 with a principal amount at maturity of $1,000 (collectively the "Notes") and on

Spincycle Inc – PURCHASE AGREEMENT (June 29th, 1998)

1 Exhibit 1.1 SPINCYCLE, INC. 144,990 UNITS CONSISTING OF $144,990,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY 12 3/4% SENIOR DISCOUNT NOTES DUE 2005 AND 144,990 WARRANTS TO PURCHASE 26,661 SHARES OF COMMON STOCK PURCHASE AGREEMENT April 24, 1998 CREDIT SUISSE FIRST BOSTON CORPORATION Eleven Madison Avenue New York, N.Y. 10010-3629 Ladies and Gentlemen: 1. Introductory. SpinCycle, Inc., a Delaware corporation (the "Company") proposes, subject to the terms and conditions stated herein, to issue and sell to you (the "Initial Purchaser") 144,990 Units (the "Units") each consisting of $1000 principal amount at maturity 12 3/4% Senior Discount Notes due 2005 (

Spincycle Inc – CERTIFICATE OF INCORPORATION (June 29th, 1998)

1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPINCYCLE, INC. (a Delaware corporation) ********* Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware ********* Incorporated March 14, 1997 The undersigned, a natural person, hereby certifies that: This Amended and Restated Certificate of Incorporation ("Amended and Restated Certificate") of SpinCycle, Inc., originally incorporated on March 14, 1997 as SpinCycle Acquisition Corp., amends and restates the Restated

Spincycle Inc – SUPPLY AGREEMENT (June 29th, 1998)

1 Exhibit 10.4 AMENDED AND RESTATED SUPPLY AGREEMENT This Amended and Restated Supply Agreement (this "Agreement") is made and entered into as of February 19, 1998, by and among SPINCYCLE, INC., a Delaware corporation ("Buyer"), and RAYTHEON COMMERCIAL LAUNDRY LLC, a Delaware limited liability company ("Seller"). W I T N E S S E T H WHEREAS, Buyer is in the business of building, acquiring, owning, and operating, or selling to third persons to own and operate, coin-or card-operated laundromats, and activities ancillary or related thereto; and WHEREAS, Buyer desires to purchase substantially all of its new coin-operated or card-operated washing machines and dryers from Seller, and wishes to assure itself of an ongoing business relationship with Seller beneficial to Buyer in terms of providing it w

Spincycle Inc – WARRANT AGREEMENT (June 29th, 1998)

1 Exhibit 4.1 WARRANT AGREEMENT Dated as of April 29, 1998 between SPINCYCLE, INC. and Norwest Bank Minnesota, N.A., as the Warrant Agent Warrants for Common Stock of SpinCycle, Inc. 2 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions................................................1 SECTION 1.02. Other Definitions.......

Spincycle Inc – REGISTRATION RIGHTS AGREEMENT (June 26th, 1998)

1 Exhibit 4.3 SPINCYCLE, INC. $144,990,000 aggregate principal amount at maturity 12 3/4% Senior Discount Notes Due 2005 REGISTRATION RIGHTS AGREEMENT April 29, 1998 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010 Ladies and Gentlemen: SpinCycle, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in a purchase agreement dated as of April 24, 1998 (the "Purchase Agreement"), to issue and sell to Credit Suisse First Boston Corporation (the "Initial Purchaser"), 144,990 Units, each consisting of 12 3/4% Senior Discount Notes Due 2005 with a principal amount at maturity of $1,000 (collectively the "Notes") and one