WITNESSETH:Supplemental Indenture • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
R E C I T A L SShareholder Agreement • August 12th, 2003 • 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
RECITALSReceivables Purchase 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
BONUS AGREEMENTBonus Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
R E C I T A L SOption Cancellation Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Pennsylvania
RECITALSPurchase and Sale Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
EXHIBIT 10.6 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (this "Management Agreement"), dated as of June ___, 2003, is made by and among Werner Holding Co. (DE), Inc., a Delaware corporation (the "Company") and Leonard Green &...Management Services Agreement • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • Delaware
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 for Management Advisory, Strategic Planning and Consulting Services • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products • New York
June 2, 2003Consent to Stock Unit Adjustment • August 12th, 2003 • Werner Holding Co Inc /Pa/ • 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
