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
INDENTURESupplemental Indenture • February 20th, 1998 • Werner Holding Co Inc /Pa/ • New York
STOCK OPTION AGREEMENT PURSUANT TO THE WERNER HOLDING CO. (PA), INC. STOCK INCENTIVE PLANStock Option Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
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
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
R E C I T A L SShareholder Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
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 10.20 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
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
R E C I T A L SManagement Stock Purchase Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
1 Exhibit 2 AMENDED AND RESTATED RECAPITALIZATION AGREEMENTRecapitalization Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
Exhibit 10.22 FINANCING ADVISORY AGREEMENT This Agreement is made effective as of the 8th day of October, 1997, by and between Investcorp International Inc., a Delaware corporation ("III") and Werner Holding Co. (DE), Inc., a Delaware corporation...Financing Advisory Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • New York
1 Exhibit 10.10 MASTER REGISTRATION RIGHTS AGREEMENT ------------------------------------ THIS MASTER REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of November 24, 1997, by WERNER HOLDING CO. (PA), INC., a Pennsylvania corporation (the...Master Registration Rights Agreement • February 20th, 1998 • Werner Holding Co Inc /Pa/ • Pennsylvania
INVIFIN S.A. 11, RUE ALDRINGEN LUXEMBOURGWerner Holding Co Inc /Pa/ • February 20th, 1998
