WITNESSETH:Werner Holding Co Inc /Pa/ • August 15th, 2005 • Fabricated structural metal products • New York
1 Exhibit 1.1 WERNER HOLDING CO. (DE), INC. 10% Senior Subordinated Notes due 2007 PURCHASE AGREEMENT ------------------Purchase Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • New York
WITNESSETH:Supplemental Indenture • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
STOCK OPTION AGREEMENT PURSUANT TO THE WERNER HOLDING CO. (PA), INC. STOCK INCENTIVE PLANStock Option Agreement • March 30th, 2000 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
RECITALSPurchase and Sale Agreement • August 16th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
EXHIBIT 10.7 WERNER HOLDING CO. (DE), INC. CREDIT AGREEMENT dated as of June 11, 2003 Senior Secured Credit Facilities JPMORGAN CHASE BANK, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent,Credit Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
FIRST AMENDMENTWerner Holding Co Inc /Pa/ • May 17th, 2004 • Fabricated structural metal products • New York
Exhibit 1.2 WERNER HOLDING CO. (DE), INC. 10% Senior Subordinated Notes due 2007 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • New York
COMMERCIAL LEASE AGREEMENTLease Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
betweenPurchase and Sale Agreement • August 15th, 2005 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
FIRST AMENDMENT ---------------Werner Holding Co Inc /Pa/ • November 13th, 2001 • Fabricated structural metal products • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("this Agreement") is made and entered into as of March 12, 2002 (the "Effective Date"), by and between Werner Co., a Pennsylvania corporation (the "Company"), and Peter R. O'Coin...Employment Agreement • August 13th, 2002 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
RECITALSReceivables Purchase Agreement • August 16th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
EXHIBIT 10.22 AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICES THIS AGREEMENT is made effective as of the 25th day of November, 2002 (the "Effective Date"), by and between Investcorp International Inc., a Delaware...Agreement • March 31st, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Delaware
1 Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement ("this Agreement") is made and entered into as of November 24, 1997 (the "Effective Date"), by and between Werner Management Co., a Pennsylvania corporation (the "Company"), and [DONALD M....Employment Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this "Amendment") is made and entered into as of January 1, 2004, by and between Werner Co., a Pennsylvania corporation (the "Company"), and Peter R....Employment Agreement • May 17th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
R E C I T A L SShareholder Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
1 Exhibit 10.12 WERNER HOLDING CO. (DE), INC. CREDIT AGREEMENT dated as of November 24, 1997Credit Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • New York
EXHIBIT 10.25 AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This Amendment to Management Service Agreement (this "Amendment"), dated as of November 25, 2003, is made by and among Werner Holding Co. (DE), Inc., a Delaware corporation (the "Company") and...Management Services Agreement • March 30th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
ARTICLE I TERMReinsurance Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
ASSUMPTION AGREEMENT (hereinafter "Agreement") by and betweenAssumption Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
Exhibit 10.23 EMPLOYMENT AGREEMENT This Employment Agreement ("this Agreement") is made and entered into as of July 9, 2001 (the "Effective Date"), by and between Werner Co., a Pennsylvania corporation (the "Company"), and Steve Bentson ("Executive")....Employment Agreement • March 31st, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
EXHIBIT 10.8 AMENDED AND RESTATED AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICES THIS AGREEMENT (the "Agreement") is made effective as of the __th day of June, 2003 (the "Effective Date"), by and between Investcorp...Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of June __, 2003, by WERNER HOLDING CO. (PA), INC., a Pennsylvania corporation (the "Company"), for the benefit of the Holders (as defined...Registration Rights Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
Exhibit 10.20 LOAN AND PLEDGE AGREEMENT ------------------------- LOAN AND PLEDGE AGREEMENT dated as of November __, 1997, between Werner Holding Co. (PA), Inc., a Pennsylvania corporation (the "Lender"), and (the "Borrower"). The parties hereto agree...Loan and Pledge Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
AGREEMENT BetweenAgreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
BONUS AGREEMENTBonus Agreement • March 30th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
EXECUTION DRAFT CLOSING ITEM NO. 2 TRUST INDENTURETrust Indenture • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
ARTICLE I. REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTSServicing Agreement • August 15th, 2005 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
Exhibit 10.21 AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICES THIS AGREEMENT is made effective as of the 24th day of November, 1997 (the "Effective Date"), by and between Investcorp International Inc., a Delaware...Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Delaware
1 Exhibit 10.30 NOVATION AGREEMENT THIS AGREEMENT is made effective as of the 31st day of March, 1998 by and among The Travelers Indemnity Company of Hartford, Connecticut and each of its property, casualty insurance subsidiaries and affiliates, but...Novation Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Connecticut
R E C I T A L SOption Cancellation Agreement • March 30th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
R E C I T A L SManagement Stock Purchase Agreement • March 30th, 2000 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
June 2, 2003Werner Holding Co Inc /Pa/ • August 12th, 2003 • Fabricated structural metal products
Dear Sir: I am the sole participant in the Werner Co. Deferred Stock Plan (the "Plan"). I understand that Werner Holding Co. (PA), Inc. ("the Parent Company") has entered into a Recapitalization and Stock Purchase Agreement dated as of May 7, 2003 by and among the Parent Company, its shareholders and Green Equity Investors III, L.P. (the "Recapitalization Agreement"), pursuant to which (i) each outstanding share of Class C Stock of Parent Company will be reclassified and converted into the right to receive 0.396646 shares of Class R Stock of Parent Company and the right to retain 0.603354 shares of Post-Recapitalization Class C Stock of Parent Company as defined in the Recapitalization Agreement, and (ii) all of the Class R Stock of Parent Company into which the Class C Stock is converted will be redeemed at a price of $4,929.66 per share. I further understand that, to take account of the recapitalization and redemption contemplated by the Recapitalization Agreement, the Board of Direc
1 Exhibit 10.28 COMMUTATION AGREEMENT (hereinafter "this Agreement") THIS AGREEMENT is made and entered into to be effective as of the 31st day of March, 1998, by and between Insurance Company of North America, Pacific Employers Insurance Company and...Commutation Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
