Werner Holding Co Inc /Pa/ Sample Contracts

WITNESSETH:
Werner Holding Co Inc /Pa/ • August 15th, 2005 • Fabricated structural metal products • New York
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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 PLAN
Stock Option Agreement • March 30th, 2000 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
RECITALS
Purchase and Sale Agreement • August 16th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
FIRST AMENDMENT
Werner Holding Co Inc /Pa/ • May 17th, 2004 • Fabricated structural metal products • New York
COMMERCIAL LEASE AGREEMENT
Lease Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
between
Purchase 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
RECITALS
Receivables Purchase Agreement • August 16th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
R E C I T A L S
Shareholder 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, 1997
Credit Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • New York
ARTICLE I TERM
Reinsurance Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
ASSUMPTION AGREEMENT (hereinafter "Agreement") by and between
Assumption Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
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AGREEMENT Between
Agreement • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
BONUS AGREEMENT
Bonus Agreement • March 30th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
EXECUTION DRAFT CLOSING ITEM NO. 2 TRUST INDENTURE
Trust Indenture • April 15th, 1998 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
ARTICLE I. REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS
Servicing Agreement • August 15th, 2005 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
R E C I T A L S
Option Cancellation Agreement • March 30th, 2004 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
R E C I T A L S
Management Stock Purchase Agreement • March 30th, 2000 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
June 2, 2003
Werner 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

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