<PAGE>
                                                                    Exhibit 10.1

                          WERNER HOLDING CO. (DE), INC.

                                   ----------

                                CREDIT AGREEMENT

                            dated as of May 10, 2005

                                   ----------

                                  $100,000,000

                         Senior Secured Credit Facility

                                   ----------

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands branch,

                            as Administrative Agent,
                             as Joint Bookrunner and
                             as Joint Lead Arranger

                                       and

                      MORGAN STANLEY SENIOR FUNDING, INC.,

                             as Joint Bookrunner and
                             as Joint Lead Arranger
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
SECTION 1. DEFINITIONS....................................................    1
   1.1     Defined Terms..................................................    1
   1.2     Other Definitional Provisions..................................   18

SECTION 2. TERM LOANS.....................................................   19
   2.1     Term Loans.....................................................   19
   2.2     Repayment of Term Loans........................................   19
   2.3     Use of Proceeds................................................   19

SECTION 3.  [RESERVED]....................................................   19

SECTION 4.  [RESERVED]....................................................   19

SECTION 5.  GENERAL PROVISIONS APPLICABLE TO TERM LOANS...................   19
   5.1     Procedure for Borrowing........................................   19
   5.2     Conversion and Continuation Options............................   20
   5.3     [RESERVED].....................................................   20
   5.4     Optional and Mandatory Prepayments; Repayments of Term Loans...   20
   5.5     Interest Rates and Payment Dates...............................   24
   5.6     Computation of Interest........................................   25
   5.7     Certain Fees...................................................   26
   5.8     Inability to Determine Interest Rate...........................   26
   5.9     Pro Rata Treatment and Payments................................   26
   5.10    Illegality.....................................................   28
   5.11    Requirements of Law............................................   28
   5.12    Indemnity......................................................   30
   5.13    Repayment of Term Loans; Evidence of Debt......................   31
   5.14    Replacement of Lenders.........................................   31

SECTION 6.  REPRESENTATIONS AND WARRANTIES................................   32
   6.1     Financial Condition............................................   32
   6.2     No Change......................................................   33
   6.3     Corporate Existence; Compliance with Law.......................   33
   6.4     Corporate Power; Authorization.................................   34
   6.5     Enforceable Obligations........................................   34
   6.6     No Legal Bar...................................................   34
   6.7     No Material Litigation.........................................   34
   6.8     Investment Company Act.........................................   35
   6.9     Federal Regulation.............................................   35
   6.10    No Default.....................................................   35
   6.11    Taxes..........................................................   35
   6.12    Subsidiaries; Immaterial Subsidiaries..........................   35
   6.13    Ownership of Property; Liens...................................   35
   6.14    ERISA..........................................................   36
   6.15    Collateral Documents...........................................   36
</TABLE>


                                       -i-
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<TABLE>
<S>                                                                          <C>
   6.16    Copyrights, Patents, Permits, Trademarks and Licenses..........   37
   6.17    Environmental Matters..........................................   37
   6.18    Accuracy and Completeness of Information.......................   38
   6.19    Solvency.......................................................   38
   6.20    Labor Matters..................................................   39

SECTION 7.  CONDITIONS PRECEDENT..........................................   39
   7.1     Conditions to Term Loans.......................................   39

SECTION 8.  AFFIRMATIVE COVENANTS.........................................   43
   8.1     Financial Statements...........................................   43
   8.2     Certificates; Other Information................................   44
   8.3     Payment of Obligations.........................................   46
   8.4     Conduct of Business and Maintenance of Existence...............   46
   8.5     Maintenance of Property; Insurance.............................   46
   8.6     Inspection of Property; Books and Records; Discussions.........   46
   8.7     Notices........................................................   47
   8.8     Environmental Laws.............................................   48
   8.9     Additional Collateral..........................................   49
   8.10    Credit Ratings.................................................   51
   8.11    Taxes..........................................................   51
   8.12    Post-Closing Covenants.........................................   51

SECTION 9.  NEGATIVE COVENANTS............................................   51
   9.1     Indebtedness...................................................   51
   9.2     Limitation on Liens............................................   53
   9.3     Limitation on Contingent Obligations...........................   55
   9.4     Prohibition of Fundamental Changes.............................   56
   9.5     Prohibition on Sale of Assets..................................   56
   9.6     Limitation on Investments, Acquisitions, Loans and Advances....   57
   9.7     Capital Expenditures...........................................   60
   9.8     Interest Rate Agreements.......................................   60
   9.9     Maximum Secured Leverage Ratio.................................   60
   9.10    [RESERVED].....................................................   61
   9.11    [RESERVED].....................................................   61
   9.12    Limitation on Dividends........................................   61
   9.13    Transactions with Affiliates...................................   62
   9.14    Prepayments and Amendments of Permanent Subordinated Debt......   62
   9.15    Limitation on Changes in Fiscal Year...........................   62
   9.16    Limitation on Business.........................................   62
   9.17    Designated Senior Indebtedness.................................   62
   9.18    Receivables Facility...........................................   63
   9.19    Amendment of First Lien Facility Documentation.................   63

SECTION 10. EVENTS OF DEFAULT.............................................   63

SECTION 11. THE ADMINISTRATIVE AGENT......................................   65
   11.1    Appointment....................................................   65
   11.2    Delegation of Duties...........................................   66
   11.3    Exculpatory Provisions.........................................   66
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                          <C>
   11.4    Reliance by the Administrative Agent...........................   67
   11.5    Notice of Default..............................................   67
   11.6    Non-Reliance on Administrative Agent and Other Lenders.........   67
   11.7    Indemnification................................................   68
   11.8    Administrative Agent in its Individual Capacity................   68
   11.9    Successor Administrative Agent.................................   68

SECTION 12. MISCELLANEOUS.................................................   69
   12.1    Amendments and Waivers.........................................   69
   12.2    Notices........................................................   70
   12.3    No Waiver; Cumulative Remedies.................................   71
   12.4    Survival of Representations and Warranties.....................   71
   12.5    Payment of Expenses and Taxes..................................   71
   12.6    Successors and Assigns; Participations and Assignments.........   73
   12.7    Set-off........................................................   76
   12.8    Payments Pro Rata..............................................   76
   12.9    Counterparts...................................................   77
   12.10   Governing Law; No Third Party Rights...........................   77
   12.11   Submission to Jurisdiction; Waivers............................   77
   12.12   Releases.......................................................   78
   12.13   Interest.......................................................   78
   12.14   Special Indemnification........................................   79
   12.15   Permitted Payments and Transactions............................   79
   12.16   Patriot Act....................................................   79
   12.17   Acknowledgments................................................   80
   12.18   Intercreditor Agreement........................................   80
</TABLE>


                                      -iii-
<PAGE>
SCHEDULES

Schedule I         List of Addresses for Notices; Lending Offices;
                   Commitment Amounts
Schedule 6.7       Litigation
Schedule 6.12      Subsidiaries
Schedule 6.13      Fee and Leased Properties
Schedule 6.15(b)   UCC Filing Offices
Schedule 6.16      Patents, Trademarks and Copyrights
Schedule 6.17      Environmental
Schedule 8.12      Post-Closing Covenants
Schedule 9.1(a)    Existing Indebtedness
Schedule 9.2(h)    Existing Liens
Schedule 9.3(d)    Existing Contingent Obligations

EXHIBITS

EXHIBIT A          Form of Term Loan Note
EXHIBIT B          [RESERVED]
EXHIBIT C          [RESERVED]
EXHIBIT D          [RESERVED]
EXHIBIT E          Form of Assignment and Acceptance
EXHIBIT F          Form of Collateral Agreement
EXHIBIT G-1        Form of Holdings Guarantee
EXHIBIT G-2        Form of Subsidiary Guarantee
EXHIBIT H          Form of Holdings Pledge Agreement
EXHIBIT I          Form of Subsection 5.11(d)(2) Certificate
EXHIBIT J-1        Form of Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT J-2        Form of Opinion of General Counsel to the Company
EXHIBIT K-1        Form of Holdings Closing Certificate
EXHIBIT K-2        Form of Company Closing Certificate
EXHIBIT K-3        Form of Subsidiaries Closing Certificate
EXHIBIT L          Form of Mortgage
EXHIBIT M          Form of Intercreditor Agreement


                                      -iv-
<PAGE>
          CREDIT AGREEMENT, dated as of May 10, 2005, among WERNER HOLDING CO.
(DE), INC., a Delaware corporation (the "Company"), the several lenders from
time to time parties hereto (the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands branch, as Joint Bookrunner and Joint Lead Arranger,
MORGAN STANLEY SENIOR FUNDING, INC., as Joint Bookrunner and Joint Lead Arranger
(Credit Suisse First Boston, acting through its Cayman Islands branch, and
Morgan Stanley Senior Funding, Inc., collectively in such capacities, the
"Arrangers"), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands
branch, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent").

                                   WITNESSETH:

          WHEREAS, the Company desires that the Lenders extend certain loans to
the Company under a senior secured credit facility the proceeds of which will be
used by the Company (i) to repay loans outstanding under its existing senior
secured revolving credit facility in an aggregate principal amount of
approximately $26,700,000, (ii) to repay loans outstanding under its existing
senior secured term loan facility in an aggregate principal amount of
approximately $65,000,000, (iii) to pay fees and expenses incurred in connection
with the foregoing in an aggregate amount of approximately $5,500,000 and (iv)
for general corporate purposes, all subject to the terms and conditions
contained herein; and

          WHEREAS, the Lenders are willing to make such loans available to the
Company upon the terms and conditions contained herein;

          NOW, THEREFORE, the Company, the Administrative Agent, the Arrangers
and the Lenders agree as follows:

          SECTION 1. DEFINITIONS

          1.1 Defined Terms. As used in this Agreement, the terms defined in the
caption hereto shall have the meanings set forth therein, and the following
terms have the following meanings:

          "Accepting Lenders": as defined in subsection 5.4(c)(vii).

          "Accreted Amount": as defined in subsection 5.5(a).

          "Acquired Capital Expenditures": as defined in subsection 9.7.

          "Acquired Person": as defined in subsection 9.7.

          "Additional Mortgage": as defined in subsection 8.9(f).

          "Adjusted Working Capital": at any time shall mean an amount equal to
the Consolidated Current Assets at such time minus Consolidated Current
Liabilities at such time.

          "Adjustment Date": as defined in the definition of Applicable Margin.

          "Administrative Agent": as defined in the preamble hereto.

          "Administrative Questionnaire": an Administrative Questionnaire in a
form supplied by the Administrative Agent.

          "Affected Eurodollar Loans": as defined in subsection 5.4(c).


                                        1
<PAGE>
          "Affiliate": of any Person (a) any Person (other than the Company or a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with such Person, or (b) any Person who is a director
or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of
any Person described in clause (a) above. For purposes of this definition,
control of a Person shall mean the power, direct or indirect, (x) to vote 25% or
more of the securities having ordinary voting power for the election of
directors of such Person, whether by ownership of securities, contract, proxy or
otherwise, or (y) to direct or cause the direction of the management and
policies of such Person, whether by ownership of securities, contract, proxy or
otherwise.

          "Agreement": this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

          "Alternate Base Rate": for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum announced from time to time by the Administrative Agent as
its prime rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by the
Administrative Agent in connection with extensions of credit to debtors). Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business on
the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively. "Federal Funds Effective Rate" shall mean, for any
day, the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.

          "Alternate Base Rate Loans": Term Loans at such time as they are made
and/or being maintained at a rate of interest based upon the Alternate Base
Rate.

          "Applicable Margin": for Term Loans that are (a) Alternate Base Rate
Loans, 9.00% per annum and (b) Eurodollar Loans, 10.00% per annum.

          "Approved Fund": as defined in subsection 12.6(c).

          "A/R Facility": Receivables Purchase Agreement dated as of May 29,
1998 among Werner Funding Corporation, Werner, Market Street Funding Corporation
and PNC Bank, National Association and related documentation, all as amended as
of May 28, 2003, as amended, supplemented or otherwise modified from time to
time.

          "Arrangers": as defined in the recitals hereto.

          "Asset Sale": any sale, lease (other than a sublease of real
property), sale and leaseback, assignment, conveyance, transfer or other
disposition (including through a transaction of merger or consolidation) of
property or series of related dispositions of property (excluding dispositions
of leasehold interests and any such disposition permitted by subsections 9.5(a),
(b), (c), (f), (h) and (k)) that yields cash proceeds to Holdings or any of its
Subsidiaries.

          "Assignee": as defined in subsection 12.6(c).


                                       -2-
<PAGE>
          "Assignment and Acceptance": an assignment and acceptance
substantially in the form of Exhibit E.

          "Bankruptcy Code": Title I of the Bankruptcy Reform Act of 1978, as
amended and codified at Title 11 of the United States Code.

          "Base Amount": as defined in subsection 9.7.

          "Board": the Board of Governors of the Federal Reserve System,
together with any successor.

          "Business Day": with respect to Eurodollar Loans, a day other than a
Saturday, Sunday or other day on which commercial banks in New York City or
London are authorized or required to close; for all other purposes under this
Agreement, a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required to close.

          "Capital Expenditures": for any period, all amounts which would, in
accordance with GAAP, be set forth as capital expenditures (exclusive of any
amount attributable to capitalized interest) on the consolidated statement of
cash flows or other similar statement of the Company and its Subsidiaries for
such period and shall in any event include expenditures in connection with
acquisitions the Company elects to be included as Capital Expenditures pursuant
to subsection 9.6(g)(B) but shall exclude (x) any expenditures made with the
proceeds of condemnation or eminent domain proceedings affecting real property
or with insurance proceeds and (y) any expenditures made in connection with
subsections 9.6(g)(A) and 9.6(h); provided that, any Capital Expenditures
financed with the proceeds of any Indebtedness permitted hereunder (other than
Indebtedness incurred under the First Lien Credit Agreement) shall be deemed to
be a Capital Expenditure only in the period in which, and by the amount which,
any principal of such Indebtedness is repaid.

          "Capital Stock": any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

          "Cash Equivalents": (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than six months from the date of
acquisition, (b) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers'
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case with any Lender or with any domestic (in the case of any
investments, acquisitions or holdings by the Company or its Domestic
Subsidiaries) commercial bank or trust company having capital and surplus in
excess of $500,000,000, (c) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (a) and
(b) entered into with any financial institution meeting the qualifications
specified in clause (b) above, (d) commercial paper having the highest rating
obtainable from S&P or Moody's and in each case maturing within one year after
date of acquisition; (e) investment funds investing 95% of their assets in
securities of the type described in clauses (a)-(d) above, (f) readily
marketable direct obligations issued by any state of the United States or any
political subdivision thereof having one of the two highest rating categories
obtainable from either S&P or Moody's and (g) indebtedness with a rating of "A"
or higher from S&P or "A2" or higher from Moody's.

          "Change in Law": with respect to any Lender, the adoption of, or
change in, any law, rule, regulation, policy, guideline or directive (whether or
not having the force of law) or any change in


                                       -3-
<PAGE>
the interpretation or application thereof by any Governmental Authority having
jurisdiction over such Lender, in each case after the Closing Date.

          "Change of Control": shall be considered to have occurred if (i) at
any time prior to an IPO by Holdings or the Company, Investcorp or any of its
Affiliates (provided that for purposes of this definition only the reference to
25% in the definition of Affiliate contained in subsection 1.1 shall be deemed
to be 51%) or Subsidiaries, existing shareholders of Holdings (as of June 11,
2003), any Person that is a member of the senior management of the Company or
Holdings, or any entity the majority of the equity ownership interests of which
is owned by such senior management of the Company or Holdings, shall cease to
own, directly or indirectly, in the aggregate with all other such Persons, at
least 51% of the issued and outstanding voting stock of Holdings, free and clear
of all Liens, (ii) at any time after an IPO by Holdings or the Company, any
Person (other than Investcorp, any of its Affiliates or Subsidiaries, any Person
that is a member of the senior management of the Company or Holdings, any entity
the majority of the equity ownership interests of which is owned by such senior
management of the Company or Holdings, any Person acting in the capacity of an
underwriter or, in the case of the Company, Holdings), whether singly or in
concert with one or more Persons, shall, directly or indirectly, have acquired,
or acquire the power (x) to vote or direct the voting of 30% or more, on a fully
diluted basis, of the outstanding common stock of Holdings or the Company or (y)
to elect or designate for election a majority of the Board of Directors of
Holdings or the Company by voting power, contract or otherwise, (iii) at any
time (whether before or after an IPO by Holdings), Holdings for any reason
ceases to own 100% of the outstanding Capital Stock of the Company (other than
common (or other voting) stock of the Company sold pursuant to an IPO of the
Company) or (iv) a "change of control" or similar event occurs under the First
Lien Credit Agreement; provided that, notwithstanding clauses (i), (ii) and
(iii) above, in the event that the Senior Subordinated Notes are refinanced or
modified as contemplated in the definition of "Early Maturity Date" below and
the change of control provision in the indenture with respect to such
refinancing includes GEI Investors as a "permitted holder", no Change of Control
shall occur under clauses (i), (ii) and (iii) above thereafter as a result of
GEI Investors obtaining the right to elect, or so electing, a majority of
directors of Holdings.

          "Closing Date": the date on which the Lenders make their Term Loans.

          "Code": the Internal Revenue Code of 1986, as amended from time to
time.

          "Collateral": all assets of the Credit Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

          "Collateral Agreement": the Collateral Agreement, substantially in the
form of Exhibit F, to be made by the Company and each Subsidiary Guarantor in
favor of the Administrative Agent, for the ratable benefit of the Lenders, as
the same may be amended, modified or supplemented from time to time.

          "Commonly Controlled Entity": an entity, whether or not incorporated,
which is under common control with the Company within the meaning of Section
4001 of ERISA or is part of a group which includes the Company and which is
treated as a single employer under Section 414(b) or (c) of the Code.

          "Company": as defined in the preamble hereto.

          "Confidential Information Memorandum": the Confidential Information
Memorandum, dated April 2005, and furnished to certain Lenders.


                                       -4-
<PAGE>
          "Consolidated Current Assets": at a particular date, all amounts
(other than cash and Cash Equivalents) which would, in conformity with GAAP, be
included under current assets on a consolidated balance sheet of the Company and
its Subsidiaries as at such date.

          "Consolidated Current Liabilities": at a particular date, all amounts
which would, in conformity with GAAP, be included under current liabilities on a
consolidated balance sheet of the Company and its Subsidiaries as at such date,
excluding the current portion of long-term debt and the entire outstanding
principal amount of the First Lien Loans.

          "Consolidated EBITDA": for any period, the Consolidated Net Income of
the Company and its Subsidiaries for such period, plus (or minus, in the case of
non-cash gains described in clause (s) below), without duplication and to the
extent reflected as a charge (or gain) in the statement of such Consolidated Net
Income for such period, the sum of (a) total income tax expense (including,
without duplication, dividends or distributions for taxes paid pursuant to
subsection 9.12(f)), (b) interest expense (including, for this purpose,
Receivables Facility Interest Expense, whether or not same would constitute
interest expense in accordance with GAAP), amortization or writeoff of debt
discount, debt issuance, warrant and other equity issuance costs and
commissions, discounts, redemption premium and other fees and charges associated
with the First Lien Loans, letters of credit permitted hereunder, Financing
Leases, the Permanent Subordinated Debt or the acquisition or repayment of any
debt securities of the Company permitted hereunder, and net costs associated
with Interest Rate Agreements to which the Company is a party in respect of the
First Lien Loans (including commitment fees and other periodic bank charges),
(c) costs of surety bonds, (d) depreciation and amortization expense, (e)
amortization of inventory write-up under APB 16, amortization of intangibles
(including, but not limited to, goodwill and costs of interest-rate caps and the
cost of non-competition agreements) and organization costs, (f) non-cash
amortization of Financing Leases, (g) franchise taxes, (h) all management fees
paid as contemplated by subsection 12.15, (i) all cash dividend payments (and
non-cash dividend expenses) on any series of preferred stock, (j) any expenses,
fees and other costs incurred in connection with any merger, any acquisition,
financing or joint venture permitted herein, (k) any other write-downs,
write-offs, minority interests and other non-cash charges or expenses, (l)
insurance reserves less cash payments in respect of such reserves, (m) any
non-cash restructuring or other type of non-cash special charge or reserve, (n)
expenses and charges related to any equity offering, (o) expenses consisting of
internal software development costs that are expensed during the period but
could have been capitalized in accordance with GAAP, (p) securitization expense,
(q) nonrecurring litigation or claim settlement charges or expenses, (r) the
fees, expenses and other costs incurred in connection with the negotiation and
consummation of the Facility, including without limitation, the negotiation and
consummation of any Receivables Facility and the Second Amendment, and (s)
losses or charges (or minus any gains) from the sale of assets outside the
ordinary course of business, together with any related provisions for taxes on
such gain or loss or charges; provided that (i) the cumulative effect of a
change in accounting principles (effected either through cumulative effect
adjustment or a retroactive application) shall be excluded, (ii) the net income
of any Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded, (iii) the impact of
foreign currency and hedging translations and transactions shall be excluded,
(iv) all other extraordinary gains, losses and charges shall be excluded, (v)
all non-cash nonrecurring gains, losses and charges shall be excluded, (vi) (I)
nonrecurring losses and charges incurred prior to the Closing Date relating to
the Company's manufacturing optimization program up to a maximum aggregate
amount of $15,000,000, and (II) additional nonrecurring losses and charges up to
(w) $10,000,000 in the 2005 fiscal year of the Company, (x) $11,500,000 in the
2006 fiscal year of the Company, (y) $8,000,000 in the 2007 fiscal year of the
Company and (z) $5,000,000 in each fiscal year of the Company thereafter, shall
be excluded; provided that (a) any amount referred to in clauses (w), (x), (y)
or (z) above, if not excluded in the fiscal year in which it is permitted, may
be carried over for exclusion in the next succeeding fiscal year and (b) any
amount excluded during any fiscal year


                                       -5-
<PAGE>
shall be deemed made, first, in respect of amounts permitted for such fiscal
year as provided above and, second, in respect of amounts carried over from the
prior fiscal year pursuant to clause (a) above.

          "Consolidated Net Income": for any period, net income of the Company
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP; provided that: (i) the net income (but not loss) of any Person that is not
a Subsidiary or that is accounted for by the equity method of accounting shall
be included only to the extent of the amount of dividends or distributions paid
in cash to the Company or a Wholly-Owned Subsidiary, (ii) net income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that net income is
prohibited or not permitted at the date of determination and (iii) Consolidated
Net Income shall be reduced by, without duplication, dividends or distributions
paid by the Company pursuant to subsections 9.12(e) and (f).

          "Contingent Obligation": as to any Person, any obligation of such
Person guaranteeing or in effect guaranteeing any Indebtedness ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent (a) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (b) to advance
or supply funds (i) for the purchase or payment of any such primary obligation
or (ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, that the term Contingent Obligation shall not include (i)
endorsements of instruments for deposit or collection in the ordinary course of
business or (ii) guaranties by the Company or any Subsidiary of the Company that
are deemed for purposes of GAAP and for purposes of this Agreement to be
Financing Leases of the Company or any such Subsidiary, as the case may be, so
long as such Financing Leases are permitted to be incurred by the Company or any
such Subsidiary, as the case may be, under this Agreement. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount (based on the maximum reasonably anticipated net liability
in respect thereof as determined by the Company in good faith) of the primary
obligation or portion thereof in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated net
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by the Company in good faith.

          "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking to
which such Person is a party or by which it or any of the property owned by it
is bound.

          "Control Change Notice": as defined in subsection 5.4(g).

          "Credit Agreement Indebtedness": Indebtedness of a Person arising
under debt facilities with banks or other institutional lenders providing for
revolving credit loans, term loans, letters of credit or other credit
facilities.

          "Credit Documents": the collective reference to this Agreement, the
Term Loan Notes, the Holdings Pledge Agreement, the Security Agreements, the
Mortgages, the Intercreditor Agreement and the Guarantees.


                                       -6-
<PAGE>
          "Credit Parties": the collective reference to Holdings, the Company
and each Subsidiary which may from time to time be party to a Credit Document
(other than any Foreign Subsidiary).

          "Credit Rating": a credit rating from Moody's or S&P in respect of the
Facility.

          "Default": any of the events specified in Section 10, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

          "Default Margin": as defined in subsection 5.5(c).

          "Default Rate Accreted Amount": as defined in subsection 5.5(c).

          "Discharge of First Lien Obligations": shall have the meaning assigned
to such term under the Intercreditor Agreement.

          "Documentation Agent": as defined in the preamble hereto.

          "Dollars" and "$": dollars in lawful currency of the United States.

          "Domestic Subsidiary": any Subsidiary other than a Foreign Subsidiary.

          "Early Maturity Date": as defined in subsection 5.4(e).

          "Eligible Assignee": means (a) any Lender, any Affiliate of a Lender
and any Approved Fund (any two or more Approved Funds being treated as a single
Eligible Assignee for all purposes hereof), and (b) any commercial bank,
insurance company, investment or mutual fund or other entity that is an
"accredited investor" (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans as one of its businesses.

          "Environmental Laws": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees
or requirements of any Governmental Authority or requirements of law (including,
without limitation, common law) regulating or imposing liability or standards of
conduct concerning environmental or public health protection matters, including,
without limitation, Hazardous Materials, as now or may at any time hereafter be
in effect.

          "Environmental Permits": any and all permits, licenses, registrations,
notifications, exemptions and any other authorizations required under any
Environmental Law.

          "ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as
a decimal fraction) of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of such Board) maintained by a member bank of such system.

          "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined by
reference to the British Bankers' Association Interest Settlement Rates for
deposits (for delivery on the first day of such Interest Period) with a term


                                       -7-
<PAGE>
equivalent to such Interest Period in Dollars, determined as of approximately
11:00 A.M. (London, England time) two Business Days prior to the beginning of
such Interest Period (as set forth by Bloomberg Information Service or any
successor thereto or any other service selected by the Administrative Agent
which has been nominated by the British Bankers' Association as an authorized
information vendor for the purpose of displaying such rates). In the event that
the rate referenced in the preceding sentence is not available, the "Eurodollar
Base Rate" shall be determined by reference to the rate per annum equal to the
offered quotation rate to first class banks in the London interbank market by
the Administrative Agent for deposits (for delivery on the first day of the
relevant Interest Period) in Dollars of amounts in same day funds comparable to
the principal amount of the applicable Term Loan of Administrative Agent, in its
capacity as a Lender, for which the Eurodollar Base Rate is then being
determined with maturities comparable to such period as of approximately 11:00
a.m. (London, England time) two Business Days prior to the beginning of such
Interest Period.

          "Eurodollar Lending Office": as to any Lender the office of such
Lender which shall be making or maintaining Eurodollar Loans.

          "Eurodollar Loans": Term Loans at such time as they are made and/or
being maintained at a rate of interest based upon a Eurodollar Rate.

          "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                              Eurodollar Base Rate
                 ----------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

          "Event of Default": any of the events specified in Section 10,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

          "Exchange Act": means the Securities Exchange Act of 1934, as amended.

          "Facility": means the Term Loan Commitments and the Term Loans
extended thereunder.

          "Fee Property": as defined in subsection 6.13.

          "Financing Lease": (a) any lease of property, real or personal, the
obligations under which are capitalized on a consolidated balance sheet of the
Company and its consolidated Subsidiaries and (b) any other such lease to the
extent that the then present value of any rental commitment thereunder should,
in accordance with GAAP, be capitalized on a balance sheet of the lessee.

          "First Lien Administrative Agent": JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank), as administrative agent for the First Lien
Lenders, and any replacements or successors thereof under the First Lien Credit
Agreement.

          "First Lien Credit Agreement": the Credit Agreement, dated as of June
11, 2003, among the Company, the First Lien Lenders, Citigroup Global Markets,
Inc., as syndication agent, Citigroup Global Markets, Inc. and J.P. Morgan
Securities, Inc., as joint lead arrangers and joint bookrunners, and the First
Lien Administrative Agent, as heretofore amended, supplemented or otherwise
modified and as


                                       -8-
<PAGE>
further amended, restated, amended and restated, supplemented or otherwise
modified, refinanced or replaced from time to time in accordance with the terms
of the Intercreditor Agreement.

          "First Lien Credit Documents": shall have the meaning assigned to the
term "Credit Documents" under the First Lien Credit Agreement.

          "First Lien Facility": means the commitments under the First Lien
Credit Agreement and the First Lien Loans and other extensions of credit made
thereunder.

          "First Lien Obligations": shall have the meaning assigned to such term
under the Intercreditor Agreement.

          "First Lien Lenders": the lenders from time to time party to the First
Lien Credit Agreement.

          "First Lien Loans": shall mean the term loans, revolving credit loans
and swing line loans extended from time to time to the Company by the First Lien
Lenders pursuant to the First Lien Credit Agreement.

          "Foreign Subsidiary": any Subsidiary which is not organized under the
laws of the United States or any state thereof or the District of Columbia.

          "GAAP": generally accepted accounting principles in the United States
in effect from time to time.

          "GEI": Green Equity Investors III, L.P.

          "GEI Investors": GEI and its Affiliates.

          "Governmental Authority": any nation or government, any state or other
political subdivision thereof or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

          "Guarantees": the collective reference to the Holdings Guarantee, the
Subsidiary Guarantee and any guarantee which may from time to time be executed
and delivered by a Subsidiary pursuant to subsection 8.9.

          "Guarantor": Holdings and each Subsidiary Guarantor.

          "Hazardous Materials": any hazardous materials, hazardous wastes,
hazardous pesticides or hazardous or toxic substances, and any other material
that may give rise to liability under any Environmental Law, including, without
limitation, asbestos, petroleum, any other petroleum products (including
gasoline, crude oil or any fraction thereof), polychlorinated biphenyls and
urea-formaldehyde insulation.

          "Highest Lawful Rate": as defined in subsection 12.13.

          "Holdings": Werner Holding Co. (PA), Inc., a Pennsylvania corporation.


                                       -9-
<PAGE>
          "Holdings Guarantee": the Holdings Guarantee, substantially in the
form of Exhibit G-1, to be made by Holdings in favor of the Administrative Agent
for the ratable benefit of the Lenders, as same may be amended, modified or
supplemented from time to time.

          "Holdings Pledge Agreement": the Holdings Pledge Agreement,
substantially in the form of Exhibit H, to be made by Holdings in favor of the
Administrative Agent for the ratable benefit of the Lenders, as the same may be
amended, modified or supplemented from time to time.

          "Immaterial Subsidiary": shall mean any Subsidiary of the Company that
owns (and continues to own) no assets (other than nominal assets) and does not
(and continues not to) engage in any substantive operations.

          "Indebtedness": of a Person, at a particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (b) the undrawn face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts and demands drawn thereunder and unpaid reimbursement obligations with
respect thereto, (c) all liabilities (other than Lease Obligations and
liabilities in connection with reserves established in accordance with GAAP)
secured by any Lien on any property owned by such Person, even though such
Person has not assumed or become liable for the payment thereof, (d) Financing
Leases, (e) indebtedness incurred in connection with any Receivables Facility
and (f) all indebtedness of such Person arising under acceptance facilities, but
excluding (i) trade and other accounts payable and accrued expenses payable in
the ordinary course of business which are not overdue for a period of more than
90 days or, if overdue for more than 90 days, as to which a dispute exists and
adequate reserves in conformity with GAAP have been established on the books of
such Person and (ii) letters of credit supporting the purchase of goods in the
ordinary course of business and expiring no more than six months from the date
of issuance; provided that obligations in respect of Interest Rate Agreements
shall not be included in this definition.

          "Industrial Revenue Bonds": the industrial revenue bonds, due 2015, in
the initial aggregate principal amount of $5,000,000, issued pursuant to the
Trust Indenture, dated as of September 1, 1990, between the County of Carroll,
Kentucky and Dai-Ichi Kangyo Trust Company of New York, as trustee.

          "Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent": pertaining to a condition of Insolvency.

          "Intercreditor Agreement": as defined in subsection 12.18.

          "Interest Payment Date": (a) as to Alternate Base Rate Loans, the last
Business Day of each March, June, September and December, commencing on the
first such day to occur after any Alternate Base Rate Loans are made or any
Eurodollar Loans are converted to Alternate Base Rate Loans, (b) as to any
Eurodollar Loan in respect of which the Company has selected an Interest Period
of one, two or three months, the last day of such Interest Period and (c) as to
any Eurodollar Loan in respect of which the Company has selected a longer
Interest Period than the periods described in clause (b), the last Business Day
of each three calendar month interval during such Interest Period and, in
addition, the last day of such Interest Period.

          "Interest Period": with respect to any Eurodollar Loan:


                                      -10-
<PAGE>
          (a) initially, the period commencing on, as the case may be, the
Closing Date or conversion date with respect to such Eurodollar Loan and ending
one, two, three or six months thereafter (or, if and when agreed to by all the
relevant Lenders, nine or twelve months thereafter) as selected by the Company
in its notice of borrowing as provided in subsection 5.1 or its notice of
conversion as provided in subsection 5.2; and

          (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one,
two, three or six months thereafter (or, if and when agreed to by all relevant
Lenders, nine or twelve months thereafter) as selected by the Company by
irrevocable notice to the Administrative Agent not less than three Business Days
prior to the last day of the then current Interest Period with respect to such
Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods are subject
to the following:

          (A) if any Interest Period would otherwise end on a day which is not a
Business Day, that Interest Period shall be extended to the next succeeding
Business Day, unless the result of such extension would be to carry such
Interest Period into another calendar month, in which event such Interest Period
shall end on the immediately preceding Business Day;

          (B) no Interest Period shall extend beyond the date the Term Loans are
due and payable pursuant to subsection 5.4(e) and any Interest Period that would
otherwise extend beyond such date shall end on such date, or, if such date shall
not be a Business Day, on the next preceding Business Day;

          (C) if the Company shall fail to give notice as provided above in
clause (b), it shall be deemed to have selected a conversion of a Eurodollar
Loan into an Alternate Base Rate Loan (which conversion shall occur
automatically and without need for compliance with the conditions for conversion
set forth in subsection 5.2);

          (D) any Interest Period that begins on the last day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month; and

          (E) the Company shall select Interest Periods so as not to require a
prepayment (to the extent practicable) or a scheduled payment of a Eurodollar
Loan during an Interest Period for such Eurodollar Loan.

          "Interest Rate Agreement": any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar agreement or
arrangement.

          "Investcorp": Investcorp S.A., a Luxembourg corporation.

          "Investment Grade Securities": (i) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents), (ii) debt securities or
debt instruments with a rating of BBB or higher by S&P and Baa3 or higher by
Moody's or the equivalent of such rating by such rating organization, or if no
rating of S&P's or Moody's then exists, the equivalent of such rating by any
other nationally recognized securities rating agency, but excluding any debt
securities or instruments constituting loans or advances among the Company and
its Subsidiaries and (iii) investments in any fund that invests exclusively in
investments of


                                      -11-
<PAGE>
the type described in clauses (i) and (ii) which fund may also hold immaterial
amounts of cash pending investment and/or distribution.

          "Investor Group": shall have the meaning assigned to the term
"Investor Group" under the First Lien Credit Agreement as of the Closing Date.

          "IPO": any sale by the Company or Holdings through a public offering
of its common (or other voting) stock pursuant to an effective registration
statement (other than a registration statement on Form S-4, S-8 or any successor
or similar form) filed under the Securities Act.

          "Lease Obligations": of the Company and its Subsidiaries, as of the
date of any determination thereof, the rental commitments of the Company and its
Subsidiaries determined on a consolidated basis, if any, under leases for real
and/or personal property (net of rental commitments from sub-leases thereof),
excluding however, obligations under Financing Leases.

          "Leased Properties": as defined in subsection 6.13.

          "Lenders": as defined in the preamble hereto.

          "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law of any jurisdiction in respect of
any of the foregoing, except for the filing of financing statements in
connection with Lease Obligations incurred by the Company or its Subsidiaries to
the extent that such financing statements relate to the property subject to such
Lease Obligations).

          "Mandatory Prepayment Date": as defined in subsection 5.4(c)(vii).

          "Maturity Date": December 11, 2009.

          "Moody's": Moody's Investors Service, Inc.

          "Mortgaged Properties": (a) the Real Property designated as "Mortgaged
Property" on Schedule 6.13 and (b) any fee Real Property covered by a Mortgage
delivered pursuant to subsection 8.9(f).

          "Mortgages": as defined in subsection 8.9(e).

          "Multiemployer Plan": a Plan which is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

          "Net Proceeds": the aggregate cash proceeds received by Holdings
(solely with respect to clause (a)(ii) of this definition), the Company or any
Subsidiary in respect of:

          (a) (i) any issuance or borrowing of any debt securities or loans by
the Company or any Subsidiary other than debt or loans permitted to be incurred
or borrowed pursuant to subsection 9.1, or (ii) any issuance by Holdings, the
Company or any of its Subsidiaries of Capital Stock of such Person (excluding
any such issuance to any members of the Investor Group or any Affiliate thereof
and any such


                                      -12-
<PAGE>
issuance the proceeds of which are used, within a reasonable time, to redeem or
repurchase the Capital Stock of such Person and to pay any premium or penalties
or accreted amount with respect thereto);

          (b) any Asset Sale;

          (c) any cash received in respect of substantially like-kind exchanges
of property to the extent provided in the proviso to subsection 9.5(e);

          (d) any cash payments received in respect of promissory notes
delivered to the Company or such Subsidiary in respect of an Asset Sale; and

          (e) any Recovery Event (excluding any net proceeds received upon any
condemnation or exercise of rights of eminent domain to the extent the same
shall be deemed not to constitute Net Proceeds pursuant to the proviso to
subsection 9.5(d));

in each case net of (without duplication) (A) the amount required to repay any
Indebtedness (other than the Term Loans or the First Lien Loans) secured by a
Lien on any assets of the Company or a Subsidiary (that are collateral for any
such debt securities or loans) that are sold or otherwise disposed of in
connection with such Asset Sale or casualty or condemnation event, and the
amount required to pay any premium or penalties or accreted amount with respect
thereto, (B) the reasonable expenses (including legal fees and brokers' and
underwriters' commissions, lenders fees or credit enhancement fees, in any case,
paid to third parties or, to the extent permitted hereby, Affiliates) incurred
in effecting such issuance or sale or in connection with such event and (C) any
taxes reasonably attributable to such sale or event and reasonably estimated by
the Company or such Subsidiary to be actually payable within 12 months.

          "Participants": as defined in subsection 12.6(b).

          "Patriot Act": the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

          "Paying Agent": as defined in subsection 11.9.

          "Payment Sharing Notice": a written notice from the Company or any
Lender informing the Administrative Agent that an Event of Default has occurred
and is continuing and directing the Administrative Agent to allocate payments
thereafter received from or on behalf of the Company in accordance with the
provisions of subsection 5.9.

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA or any successor.

          "Permanent Subordinated Debt": the Senior Subordinated Notes and any
unsecured notes or debentures of the Company, subordinated to the prior payment
of the Term Loans and the other obligations under the Credit Documents, that may
be issued by the Company to refinance the Senior Subordinated Notes or Permanent
Subordinated Debt, provided that (a) unless otherwise agreed to by the Required
Lenders, (I) no part of the principal amount of any such notes or debentures
shall have a scheduled amortization date earlier than six months after the Early
Maturity Date and (II) the subordination provisions shall be at least as
favorable to the Company and the Lenders as such provisions of such refinanced
Senior Subordinated Notes or Permanent Subordinated Debt, as the case may be,
and


                                      -13-
<PAGE>
the other terms and conditions thereof (including, without limitation, the
covenant and event of default provisions thereof but excluding interest rate and
any call protection provisions) taken as a whole shall be at least as favorable
to the Company and the Lenders as such refinanced Senior Subordinated Notes or
Permanent Subordinated Debt, as the case may be, and (b) substantially final
drafts of the documentation governing any such notes or debentures, showing the
terms thereof, shall have been furnished to the Administrative Agent at least 5
days prior to the date of issuance of such notes or debentures.

          "Permitted First Lien Indebtedness": as defined in subsection 9.1(m).

          "Permitted Liens": Liens permitted to exist under subsection 9.2.

          "Person": an individual, partnership, corporation, business trust,
joint stock company, limited liability company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

          "Plan": at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Prepayment Option Notice": as defined in subsection 5.4(c)(vii).

          "Pro Forma Balance Sheet": as defined in subsection 6.1(c).

          "Real Property": each Fee Property and Leased Property listed on
Schedule 6.13, as well as any other real property or leasehold interest owned,
acquired or obtained by the Company and/or its Subsidiaries after the Closing
Date.

          "Receivables Facility": the A/R Facility or one or more receivables
facilities which may replace such facility which are non-recourse to the Company
and its Subsidiaries (except for any Receivables SPV) providing for the sale,
encumbrance or other disposition, at any time or from time to time, of all or a
portion of the accounts receivable of the Company or any of its Subsidiaries,
provided that any refinancing of the A/R Facility shall be on market terms.

          "Receivables Facility Assets": accounts receivable and related
ancillary rights, including, without limitation, any security interests or
guarantees securing the payment of such receivables, of the Company or any of
its Subsidiaries, whether existing on the date hereof or hereafter arising, that
are sold, encumbered or disposed of at any time or from time to time in
connection with a Receivables Facility, and all cash and non-cash proceeds of
any of the foregoing.

          "Receivables Facility Attributed Indebtedness": at any time, the
aggregate amount theretofore paid to the Company and/or its Subsidiaries in
respect of Receivables Facility Assets sold by them pursuant to any Receivables
Facility, in each case to the extent the respective Receivables Facility Assets
have not yet been repaid by the respective account debtor or repurchased by the
Company and/or its Subsidiaries (excluding any Receivables SPV) (it being the
intent of the parties that the amount of Receivables Facility Attributed
Indebtedness at any time outstanding approximate as closely as possible the
principal amount of Indebtedness which would be outstanding at such time under
the Receivables Facilities if same were structured as a secured lending
agreement rather than a purchase agreement).


                                      -14-
<PAGE>
          "Receivables Facility Interest Expense": for any period, shall mean
all fees, service charges and other costs, as well as all collections or other
amounts retained by the Receivables Financiers which are in excess of amounts
paid to the Company and its Subsidiaries for the purchase of receivables
pursuant to the Receivables Facilities.

          "Receivables Financiers": any purchaser or other entity (excluding
Holdings and its Subsidiaries) providing financing pursuant to any Receivables
Facility.

          "Receivables SPV": Werner Funding Corporation and any other special
purpose company established by the Company or any of its Subsidiaries and so
existing solely for purposes of a Receivables Facility.

          "Recovery Event": shall mean the receipt by the Company or any of its
Subsidiaries of any cash insurance proceeds in respect of casualty losses (but
in any event excluding proceeds of business interruption insurance) or
condemnation or eminent domain award affecting real property with respect to any
property or assets of the Company or any of its Subsidiaries.

          "Register": as defined in subsection 12.6(d).

          "Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization as such term is used in Section
4241 of ERISA.

          "Reportable Event": any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice is waived under
subpart B of PBGC Reg. Section 4042.

          "Required Lenders": at a particular time, the holders of more than 50%
of the aggregate unpaid principal amount of the Term Loans.

          "Requirement of Law": as to any Person, the Articles or Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, order, or determination of an
arbitrator or a court or other Governmental Authority, in each case, applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Response Date": as defined in subsection 5.4(g).

          "Responsible Officer": with respect to any Person, the president,
chief executive officer, the chief operating officer, the chief financial
officer, treasurer, controller or any vice president of such Person.

          "Second Amendment": the Second Amendment and Second Waiver, dated as
of May 10, 2005, to the First Lien Credit Agreement.

          "Second Lien Obligations": shall have the meaning assigned to such
term under the Intercreditor Agreement.

          "Secured Leverage Ratio": as defined in subsection 9.9.

          "Securities Act": means the Securities Act of 1933, as amended.


                                      -15-
<PAGE>
          "Security Agreements": the collective reference to the Collateral
Agreement and any collateral agreement which may from time to time be executed
and delivered by a Subsidiary of the Company pursuant to subsection 8.9.

          "Security Documents": the collective reference to the Holdings Pledge
Agreement, the Security Agreements and the Mortgages.

          "Senior Subordinated Notes": the Company's 10.0% Senior Subordinated
Notes Due November 15, 2007.

          "Single Employer Plan": any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

          "Solvent": when used with respect to any Person, means that, as of any
date of determination, (a) the amount of the "fair value" of the assets of such
Person will, as of such date, exceed the amount of all debts of such Person as
of such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors,
(b) the "present fair saleable value" of the assets of such Person will, as of
such date, be greater than the amount that will be required to pay the debts of
such Person as such debts become absolute and matured, as such quoted term is
determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (c) such Person will not have, as
of such date, an unreasonably small amount of capital with which to conduct its
business and (d) such Person will be able to pay its debts as they mature. For
purposes of this definition, (i) "debt" means liability on a "claim", and (ii)
"claim" means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured. For purposes of this definition, the amount of any contingent,
unliquidated and disputed claim and any claim that has not been reduced to
judgment at any time shall be computed as the amount that, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability (irrespective of
whether such liabilities meet the criteria for accrual under the Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 5).

          "S&P": Standard and Poor's Ratings Services, a division of McGraw-Hill
Companies, Inc.

          "Standard Securitization Undertakings": means representations,
warranties, covenants and indemnities entered into by the Company and its
Subsidiaries in connection with a Receivables Facility in each case which are
customary in an off-balance sheet accounts receivable transaction (and which do
not amount to guarantees of repayment of amounts from time to time outstanding
pursuant to the respective Receivables Facility).

          "Subsection 5.11(d)(2) Certificate": as defined in subsection 5.11(d).

          "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock of each class or
other interests having ordinary voting power (other than stock or other
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, by such Person or by


                                      -16-
<PAGE>
one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person. A Subsidiary shall be deemed wholly-owned by a
Person who owns directly or indirectly all of the voting shares of stock or
other interests of such Subsidiary having voting power under ordinary
circumstances to vote for directors or other managers of such corporation,
partnership or other entity, except for (i) directors' qualifying shares, (ii)
shares owned by multiple shareholders to comply with local laws and (iii) shares
owned by employees. Unless otherwise qualified, all references to a "Subsidiary"
or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company; provided that any joint venture in which an
investment is existing on the Closing Date (and which, as of the Closing Date,
is not a "Subsidiary" of the Company under the First Lien Credit Agreement) or
is made pursuant to subsection 9.6(h) shall, at the option of the Company, so
long as such investment is maintained in reliance on such subsection, not be a
"Subsidiary" of the Company for any purpose of this Agreement.

          "Subsidiary Guarantee": the Subsidiary Guarantee, substantially in the
form of Exhibit G-2, to be made by certain Domestic Subsidiaries of the Company
(other than any Receivables SPV and any Immaterial Subsidiary, so long as each
remains as such), in favor of the Administrative Agent for the ratable benefit
of the Lenders, as the same may be amended, modified or supplemented from time
to time.

          "Subsidiary Guarantor": at any time shall mean each Subsidiary of the
Company which is a party to a Guarantee.

          "Term Loan" and "Term Loans": as defined in subsection 2.1.

          "Term Loan Commitment": as to any Lender, its obligation to make a
Term Loan to the Company pursuant to subsection 2.1 in an aggregate amount not
to exceed the amount set forth under such Lender's name in Schedule I opposite
the caption "Term Loan Commitment" or in Schedule 1 to the Assignment and
Acceptance pursuant to which a Lender acquires its Term Loan Commitment, as the
same may be adjusted pursuant to subsection 12.6(c); collectively, as to all the
Lenders, the "Term Loan Commitments". The original aggregate principal amount of
the Term Loan Commitments is $100,000,000.

          "Term Loan Commitment Percentage": as to any Lender at any time, the
percentage of the aggregate Term Loan Commitments then constituted by such
Lender's Term Loan Commitment (or, after the Term Loans are made, the percentage
of the aggregate outstanding principal amount of the Term Loans then constituted
by the principal amount of such Lender's Term Loans).

          "Term Loan Lender": each Lender which has any outstanding Term Loans
or a Term Loan Commitment.

          "Term Loan Note": as defined in subsection 5.13(e).

          "Term Loan Prepayment Amount": as defined in subsection 5.4(c)(vii).

          "Total Secured Indebtedness": at a particular date, the sum of (a) all
Indebtedness (other than Indebtedness described in clauses (b), (c) or (f) of
the definition of "Indebtedness" included in this subsection 1.1) of the Company
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP, under (i) this Agreement and (ii) the First Lien Facility, plus (b) all
Receivables Facility Attributed Indebtedness at such date, less the domestic
cash and Cash Equivalent balances without


                                      -17-
<PAGE>
encumbrances (other than liens permitted pursuant to subsection 9.2(f) or
subsection 9.2(m)) in excess of $5,000,000 of the Company and the Subsidiary
Guarantors at such date.

          "Transactions": means the incurrence on the Closing Date of Term Loans
under this Agreement, the repayment on the Closing Date of revolving loans
outstanding under the First Lien Credit Agreement in an aggregate principal
amount of approximately $26,700,000, the repayment on the Closing Date of term
loans outstanding under the First Lien Credit Agreement in an aggregate
principal amount of approximately $65,000,000, and the payment of fees and
expenses incurred in connection with the foregoing in an aggregate amount of
approximately $5,500,000.

          "Transferee": as defined in subsection 12.6(f).

          "Type": as to any Term Loan, its nature as an Alternate Base Rate Loan
or Eurodollar Loan.

          "United States": the United States of America.

          "Werner": shall mean Werner Co., a Pennsylvania corporation.

          "Wholly-Owned Domestic Subsidiary": shall mean each Domestic
Subsidiary which is also a Wholly-Owned Subsidiary.

          "Wholly-Owned Foreign Subsidiary": shall mean each Foreign Subsidiary
which is also a Wholly-Owned Subsidiary.

          "Wholly-Owned Subsidiary": each Subsidiary of the Company which is
wholly-owned by it, as provided in the second sentence of the definition of
Subsidiary contained herein.

          "Wholly-Owned Subsidiary Guarantor": shall mean each Subsidiary
Guarantor which is also a Wholly-Owned Subsidiary.

          1.2 Other Definitional Provisions. Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the Term Loan Notes, any other Credit Document or any certificate or other
document made or delivered pursuant hereto.

          As used herein and in the Term Loan Notes, any other Credit Document
and any certificate or other document made or delivered pursuant hereto,
accounting terms relating to the Company and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1 to the
extent not defined, shall have the respective meanings given to them under GAAP.
To the extent there are any changes in GAAP from the date of this Agreement, the
financial covenants set forth herein at the option of the Company will either
(i) continue to be determined in accordance with GAAP in effect on the Closing
Date, as applicable, or (ii) be adjusted or reset to reflect such changes in
GAAP, such adjustments or resets to be mutually agreed to by the Company and the
Administrative Agent.

          The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified.


                                      -18-
<PAGE>
          The meanings given to terms defined herein shall be equally applicable
to the singular and plural forms of such terms.

          SECTION 2. TERM LOANS

          2.1 Term Loans. Subject to the terms and conditions hereof, each
Lender severally agrees to make a loan in Dollars (individually, a "Term Loan";
and collectively, the "Term Loans") to the Company on the Closing Date, which
Term Loans shall be in an aggregate principal amount equal to such Lender's Term
Loan Commitment.

          2.2 Repayment of Term Loans. The Company shall repay the Term Loans as
provided in subsection 5.4.

          2.3 Use of Proceeds. The proceeds of the Term Loans shall be applied
(a) first, to the repayment on the Closing Date of revolving loans outstanding
under the First Lien Credit Agreement in an aggregate principal amount of
approximately $26,700,000 and to the repayment on the Closing Date of term loans
outstanding under the First Lien Credit Agreement in an aggregate principal
amount of approximately $65,000,000, (b) second, to the payment on the Closing
Date of fees and expenses incurred in connection herewith in an aggregate amount
of approximately $5,500,000 and (c) third, for working capital and general
corporate purposes of the Company.

          SECTION 3. [RESERVED]

          SECTION 4. [RESERVED]

          SECTION 5. GENERAL PROVISIONS APPLICABLE TO TERM LOANS

          5.1 Procedure for Borrowing. (a) Term Loans may only be borrowed in a
single drawing on the Closing Date. The Company shall give the Administrative
Agent irrevocable written notice (which notice must be received by the
Administrative Agent prior to 12:00 noon, New York City time, (i) three Business
Days prior to the Closing Date if all or any part of the Term Loans are to be
Eurodollar Loans and (ii) one Business Day prior to the Closing Date if the
borrowing is to be solely of Alternate Base Rate Loans) and specifying (A) the
amount of the borrowing, (B) whether such Term Loans are initially to be
Eurodollar Loans or Alternate Base Rate Loans or a combination thereof and (C)
if the borrowing is to be entirely or partly Eurodollar Loans, the length of the
Interest Period for such Eurodollar Loans. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender. Not later than 12:00
noon, New York City time, on the Closing Date, each Lender shall make available
to the Administrative Agent at the office of the Administrative Agent specified
in subsection 12.2 (or at such other location as the Administrative Agent may
direct) an amount in immediately available funds equal to the amount of the Term
Loan to be made by such Lender. Term Loan proceeds received by the
Administrative Agent hereunder shall promptly be made available to the Company
by wire transfer, intra bank transfer or bank credit to the account of the
Company specified in such notice, with the aggregate amount actually received by
the Administrative Agent from the Lenders and in like funds as received by the
Administrative Agent.

          (b) Any borrowing of Eurodollar Loans hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having the
same Interest Period shall not be less than $1,000,000 or a whole multiple of
$500,000, in excess thereof and (ii) no more than six Interest Periods shall be
in effect at any one time.


                                      -19-
<PAGE>
          5.2 Conversion and Continuation Options. (a) Subject to subsection
5.12, the Company may elect from time to time to convert Eurodollar Loans into
Alternate Base Rate Loans by giving the Administrative Agent irrevocable written
notice (or telephonic notice promptly followed by written notice) of such
election, to be received by the Administrative Agent prior to 12:00 noon, New
York City time, at least one Business Day prior to the proposed conversion date.
The Company may elect from time to time to convert all or a portion of the
Alternate Base Rate Loans then outstanding to Eurodollar Loans by giving the
Administrative Agent irrevocable notice of such election, to be received by the
Administrative Agent prior to 12:00 noon, New York City time, at least three
Business Days prior to the proposed conversion date, specifying the Interest
Period selected therefor, and, if no Default or Event of Default has occurred
and is continuing, such conversion shall be made on the requested conversion
date. Upon receipt of any notice pursuant to this subsection 5.2, the
Administrative Agent shall promptly notify each Lender thereof. All or any part
of the outstanding Term Loans may be converted as provided herein, provided that
partial conversions of Alternate Base Loans shall be in the aggregate principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof and the
aggregate principal amount of the resulting Eurodollar Loans outstanding in
respect of any one Interest Period shall be at least $1,000,000 or a whole
multiple of $500,000 in excess thereof.

          (b) Any Eurodollar Loans may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Company giving
notice to the Administrative Agent, in accordance with the applicable provisions
of the term "Interest Period" set forth in subsection 1.1, of the length of the
next Interest Period to be applicable to such Term Loans; provided that no
Eurodollar Loan may be continued as such (i) when any Event of Default has
occurred and is continuing and the Administrative Agent or the Required Lenders
have, by written notice to the Company, determined that such a continuation is
not appropriate, (ii) if, after giving effect thereto, subsection 5.1(b) would
be contravened or (iii) after the date that is one month prior to the date the
Term Loans are due and payable pursuant to subsection 5.4(e) (in the case of
continuations of Term Loans).

          5.3 [RESERVED]

          5.4 Optional and Mandatory Prepayments; Repayments of Term Loans. (a)
Subject to subsections 5.4(h) and 5.12 and so long as no amounts are outstanding
under the First Lien Credit Agreement, the Company may at any time and from time
to time prepay Term Loans, in whole or in part, by giving irrevocable written
notice (or telephonic notice promptly followed by written notice) to the
Administrative Agent by 10:00 a.m., New York City time, on the same Business Day
in the case of Alternate Base Rate Loans, and three Business Days' irrevocable
written notice to the Administrative Agent in the case of Eurodollar Loans
specifying the date and amount of prepayment; provided that if such notice of
prepayment indicates that such prepayment is to be funded with the proceeds of a
refinancing, such notice of prepayment may be revoked if the refinancing is not
consummated. Upon receipt of such notice the Administrative Agent shall promptly
notify each Lender thereof. If such notice is given, the Company shall make such
prepayment, and the payment amount specified in such notice shall be due and
payable, on the date specified therein. Partial prepayments (i) of Term Loans
shall be in an aggregate principal amount equal to the lesser of (A) (I)
$1,000,000, or a whole multiple of $500,000 in excess thereof with respect to
Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000 in excess
thereof with respect to Alternate Base Rate Loans and (B) the aggregate unpaid
principal amount of the Term Loans.

          (b) [RESERVED]

          (c) (i) Subject to subsection 5.4(c)(vi), if, subsequent to the
Closing Date, Holdings, the Company or any of its Subsidiaries shall issue any
Capital Stock, 50% of the Net Proceeds


                                      -20-
<PAGE>
     thereof (excluding amounts provided by the Investor Group or their
     Affiliates or by management employees of such issuer) shall promptly, and
     in any event within two Business Days after the date of receipt, be
     delivered to the Administrative Agent to be applied by it, subject to
     clause (vii) of this subsection 5.4(c), toward the prepayment of the Term
     Loans; provided that Net Proceeds of such issuance shall be deemed to be
     Net Proceeds of such issuance for purposes of this subsection 5.4(c)(i)
     only after deducting therefrom any cash proceeds therefrom actually applied
     to the redemption of up to 35% of the Permanent Subordinated Debt under any
     applicable "equity clawback" provisions and the payment of any expense,
     premium or penalties or accrued interest with respect thereto.
     Notwithstanding the foregoing provisions of this subsection 5.4(c)(i), if
     at any time after the Discharge of First Lien Obligations a mandatory
     repayment of Term Loans pursuant to this subsection 5.4(c)(i) would result
     in the Company incurring breakage costs under subsection 5.12 as a result
     of Eurodollar Loans being prepaid (after all then outstanding Alternate
     Base Rate Loans have been repaid in full) other than on the last day of an
     Interest Period applicable thereto ("Affected Eurodollar Loans"), then the
     Company may, upon notice to the Administrative Agent, initially deposit a
     portion (up to 100%) of the amount that otherwise would have been paid in
     respect of such Affected Eurodollar Loans with the Administrative Agent
     (which deposit must be equal in amount to the amount of such Affected
     Eurodollar Loans not immediately repaid) to be held as security for the
     obligations of the Company hereunder pursuant to a cash collateral
     arrangement reasonably satisfactory to the Administrative Agent and the
     Company which shall permit investments in Cash Equivalents reasonably
     satisfactory to the Administrative Agent, with such cash collateral to be
     directly applied (1) upon the earlier of (x) the first occurrence (or
     occurrences) thereafter of the last day of an Interest Period applicable to
     the relevant Affected Eurodollar Loans that were initially required to be
     repaid (or such earlier date or dates as shall be requested by the Company)
     and (y) the date which is 90 days after such initial deposit, to repay an
     aggregate principal amount of such Term Loans equal to the Affected
     Eurodollar Loans not initially repaid pursuant to this sentence and (2) at
     the election of the Administrative Agent or the Required Lenders, upon the
     occurrence and continuance of an Event of Default, to the payment in whole
     or in part of the Second Lien Obligations.

          (ii) Subject to subsection 5.4(c)(vi), if, subsequent to the Closing
     Date, the Company or any of its Subsidiaries shall incur or permit the
     incurrence of any Indebtedness (other than Indebtedness permitted pursuant
     to subsection 9.1), 100% of the Net Proceeds thereof shall promptly, and in
     any event within two Business Days after the date of receipt, be delivered
     to the Administrative Agent to be applied by it, subject to clause (vii) of
     this subsection 5.4(c), toward the prepayment of the Term Loans; provided
     that, notwithstanding anything to the contrary contained above, the Net
     Proceeds in excess of $10,000,000 of any Indebtedness incurred pursuant to
     clause (C) of subsection 9.1(d)(ii) or incurred pursuant to clause (C) of
     subsection 9.1(d)(ii) of the First Lien Credit Agreement on or after July
     11, 2003 shall be applied as otherwise required (for this purpose, ignoring
     the first parenthetical in this clause (ii)) by this clause (ii).

          (iii) Subject to subsection 5.4(c)(vi), if, subsequent to the Closing
     Date, Holdings or any of its Subsidiaries shall receive Net Proceeds from
     any Asset Sale, (x) with respect to the first $40,000,000 of the aggregate
     Net Proceeds from any such Asset Sales, 50% of such Net Proceeds and (y)
     with respect to the aggregate Net Proceeds from any such Asset Sales in
     excess of $40,000,000, 100% of such Net Proceeds, shall promptly, and in
     any event within two Business Days after the date of receipt, be delivered
     to the Administrative Agent to be applied by it, subject to clause (vii) of
     this subsection 5.4(c), to the prepayment of the Term Loans; provided if
     all or any portion of such Net Proceeds which are retained by Holdings or
     any


                                      -21-
<PAGE>
     Subsidiary thereof pursuant to this paragraph (iii) are not applied within
     the time period after receipt thereof such that a prepayment under any
     Permanent Subordinated Debt shall be required, then such Net Proceeds shall
     be delivered to the Administrative Agent on the date occurring one Business
     Day prior to the date that such prepayment would be required under such
     Permanent Subordinated Debt to be applied by it to the prepayment of the
     Term Loans.

          (iv) [RESERVED]

          (v) Subject to subsection 5.4(c)(vi), if, subsequent to the Closing
     Date, the Company or any of its Subsidiaries shall receive any Net Proceeds
     from any Recovery Event, 100% of such Net Proceeds shall be delivered to
     the Administrative Agent to be applied by it, subject to clause (vii) of
     this subsection 5.4(c), toward the prepayment of the Term Loans.
     Notwithstanding the foregoing, such proceeds shall not be required to be so
     applied to the extent that the Company invests or commits to reinvest such
     proceeds in new or existing properties or assets within eighteen months
     following the date of such Recovery Event; provided that, subject to the
     terms of the Intercreditor Agreement, if an Event of Default then exists,
     upon the Administrative Agent's request, such proceeds shall, during the
     continuance of such Event of Default, at the Company's election, (I) be
     deposited with the Administrative Agent or the First Lien Administrative
     Agent pursuant to a cash collateral arrangement reasonably satisfactory to
     the Administrative Agent and the Company (and pursuant to which, each of
     the First Lien Administrative Agent (if the First Lien Obligations are
     outstanding) and the Administrative Agent, for the benefit of the Lenders,
     have a valid, perfected Lien, subject to no Liens other than the Liens
     securing the First Lien Obligations and the Liens securing the Second Lien
     Obligations) whereby such proceeds shall be disbursed to the Company from
     time to time as needed to pay actual costs incurred by it in connection
     with the replacement or restoration of the respective properties or assets
     or the purchase of their substantial equivalent(s) or (II) be applied to
     repay revolving loans under the First Lien Credit Agreement; and provided
     further that, if all or any portion of such proceeds are not so used within
     eighteen months after the date of the respective Recovery Event, then such
     remaining portion not used shall be delivered to the Administrative Agent
     on the date occurring eighteen months after the date of the respective
     Recovery Event to be applied by it, subject to clause (vii) of this
     subsection 5.4(c), toward the prepayment of the Term Loans.

          (vi) Notwithstanding the foregoing, no prepayment of the Term Loans
     with Net Proceeds from any issuance of Capital Stock, incurrence of
     Indebtedness, Asset Sale or Recovery Event shall be required under clauses
     (i), (ii), (iii) and/or (v) of this subsection 5.4(c) to the extent that
     the Net Proceeds required to be applied to the prepayment of the Term Loans
     pursuant to clauses (i), (ii), (iii) and/or (v) of this subsection 5.4(c),
     (x) are applied to prepay amounts outstanding under the First Lien Credit
     Agreement pursuant to the mandatory prepayment provisions set forth therein
     on the Closing Date or (y) are not required to be applied to prepay amounts
     outstanding under the First Lien Credit Agreement as a result of a waiver
     or amendment of the provisions thereof after the Closing Date; provided
     that not more than $10,000,000 in the aggregate of Net Proceeds otherwise
     required to be applied towards the prepayment of the Term Loans pursuant to
     this subsection 5.4(c) shall be excluded pursuant to this clause (y).

          (vii) Notwithstanding the provisions of this subsection 5.4, with
     respect to the amount of any mandatory prepayment described herein that is
     received by the Administrative Agent pursuant to subsection 5.4(c) (such
     amount, the "Term Loan Prepayment Amount"), at any time when Term Loans
     remain outstanding, the Administrative Agent shall promptly provide to


                                      -22-
<PAGE>
     each Term Loan Lender a notice (each a "Prepayment Option Notice") as
     described below. Each Prepayment Option Notice shall be in writing, shall
     refer to this subsection 5.4 and shall (i) set forth the Term Loan
     Prepayment Amount and the portion thereof that the applicable Term Loan
     Lender will be entitled to receive if it accepts such mandatory prepayment
     in accordance with this subsection 5.4(c)(vii), (ii) state that the
     Company, in accordance with this Agreement, is required to pay on a
     specified date (each a "Mandatory Prepayment Date"), which shall be not
     less than four days or more than six Business Days after the date of the
     Prepayment Option Notice, the Term Loans of such Lender in an amount equal
     to the portion of the Term Loan Prepayment Amount indicated in such
     Lender's Prepayment Option Notice as being applicable to such Lender, (iii)
     request such Lender to notify the Administrative Agent in writing, no later
     than the second day prior to the Mandatory Prepayment Date, of such
     Lender's acceptance or rejection of such offer of prepayment and of whether
     such Lender elects to accept prepayment amounts that are rejected by other
     Lenders and (iv) inform such Lender that failure by such Lender to accept
     or reject such offer in writing on or before the second Business Day prior
     to the Mandatory Prepayment Date shall be deemed an acceptance of such
     prepayment offer (but not an election to accept prepayment amounts that are
     rejected by other Lenders). Each Prepayment Option Notice shall be given by
     telecopy addressed as specified by the Administrative Agent in the
     Prepayment Option Notice. On the Mandatory Prepayment Date, the
     Administrative Agent shall apply the amounts received by it pursuant to
     clause (i), (ii), (iii) and/or (v) of this subsection 5.4(c), as the case
     may be, to prepay on behalf of the Company the portion of the Prepayment
     Amount in respect of which the Lenders have accepted prepayment as
     described above (such Lenders, the "Accepting Lenders"), with such
     application to be pro rata against the outstanding principal of the Term
     Loans of the Accepting Lenders (provided that prepayment amounts that are
     declined by Lenders shall be distributed pro rata against the outstanding
     principal of the Term Loans of Accepting Lenders that have elected to
     accept such amounts) and any amounts remaining after such payments are made
     shall be promptly returned to the Company. All amounts in respect of Net
     Proceeds delivered to the Administrative Agent after the Discharge of First
     Lien Obligations pursuant to any of clause (i), (ii), (iii) and/or (v) of
     this subsection 5.4(c) shall be held from the time of receipt thereof to
     the date of application thereof in an interest bearing account under the
     control of the Administrative Agent, and any interest accrued on such
     amounts while in such account shall be paid to the Company at the time of
     such application).

          (d) The Company shall give the Administrative Agent (which shall
promptly notify each Lender) at least three Business Days' notice of each
prepayment pursuant to subsection 5.4(c) setting forth the date and amount
thereof. Except as otherwise may be agreed by the Company and the Required
Lenders, any prepayment of Term Loans pursuant to this subsection 5.4 shall be
applied to the then outstanding Term Loans on pro rata basis regardless of Type;
provided that after the Discharge of First Lien Obligations, prepayments of
Eurodollar Loans, if not on the last day of the Interest Period with respect
thereto, shall, at the Company's option, be prepaid subject to the provisions of
subsection 5.12 or the amount of such prepayment (after application to any
Alternate Base Rate Loans) shall be deposited with the Administrative Agent as
cash collateral for the Term Loans on terms reasonably satisfactory to the
Administrative Agent and thereafter shall be applied in the order of the
Interest Periods next ending most closely to the date such prepayment is
required to be made and on the last day of each such Interest Period. After such
application, unless an Event of Default shall have occurred and be continuing,
any remaining interest earned on such cash collateral shall be paid to the
Company.

          (e) The Term Loans shall be repaid in full on the Maturity Date;
provided that if the Senior Subordinated Notes have not been refinanced or
extended in whole prior to May 15, 2007 to a date not earlier than June 11,
2010, all outstanding Term Loans shall mature and shall be repaid in full on


                                      -23-
<PAGE>
May 15, 2007 (the "Early Maturity Date"). Once the Early Maturity Date shall
have been fixed pursuant to this provision it shall not be further extended.

          (f) Amounts repaid on account of the Term Loans pursuant to this
subsection 5.4 or otherwise may not be reborrowed. Accrued interest on the
amount of any repayment or prepayment of the Term Loans shall be paid on the
date of such repayment or prepayment of the Term Loans.

          (g) Within five days of the occurrence of a Change of Control, the
Company will give written notice (a "Control Change Notice") of such fact to the
Administrative Agent and the Lenders. The Control Change Notice shall (i)
describe the facts and circumstances of such Change of Control in reasonable
detail, (ii) make reference to this subsection 5.4(g) and state that, unless
such Lender makes a declaration of its intent not to have its Term Loans
prepaid, or to have its Term Loans prepaid in part, as provided below, such Term
Loans shall be prepaid in full in an amount equal to 101% of the principal
amount thereof (plus any accrued but unpaid interest), (iii) specify the date of
prepayment, which shall be no earlier than five Business Days nor later than ten
Business Days from the date of delivery of such notice (the "Control Change
Payment Date") and (iv) specify the date (the "Response Date") by which such
Lender must respond to such Control Change Notice pursuant to this subsection
5.4(g) in order not to have its Term Loans prepaid or to have its Term Loans
partially prepaid (which shall not be earlier than five Business Days after the
date of delivery of the Control Change Notice). All Term Loans of such Lender
shall be prepaid in full on the Control Change Payment Date unless on or prior
to the Response Date such Lender delivers to the Company written notice (the
"Response Notice") (i) not to prepay such Lender's Term Loans or (ii) to
partially prepay such Lender's Term Loans. The Company shall prepay in part on
the Control Change Payment Date, in accordance with the applicable Response
Notice, each Term Loan for which a Response Notice has been delivered specifying
partial prepayment of such Term Loans. If on or prior to the Response Date a
Lender provides a Response Notice declining prepayment of such Lender's Term
Loans, the Term Loans of such Lender shall not be prepaid on the Control Change
Payment Date. Any Term Loans prepaid pursuant to this subsection 5.4(g) shall be
prepaid at a price equal to 101% of the principal amount thereof plus any
accrued but unpaid interest.

          (h) Term Loan Call Protection. In the event that the Term Loans are
prepaid in whole or in part pursuant to subsection 5.4(a) or 5.4(c) on or prior
to the third anniversary of the Closing Date, Company shall pay to Lenders a
prepayment premium on the principal amount so prepaid as follows:

<TABLE>
<CAPTION>
                                                                           PREPAYMENT PREMIUM
                                                                        (AS A PERCENTAGE OF THE
                      RELEVANT PREPAYMENT DATE                        PRINCIPAL AMOUNT SO PREPAID)
                      ------------------------                        ----------------------------
<S>                                                                   <C>
on or prior to the first anniversary of the Closing Date                          3.0%

after the first anniversary of the Closing Date and on or prior to
   the second anniversary of the Closing Date                                     2.0%

after the second anniversary of the Closing Date and on or prior to
   the third anniversary of the Closing Date                                      1.0%
</TABLE>

          5.5 Interest Rates and Payment Dates. (a) Eurodollar Loans shall bear
interest for each day during each Interest Period applicable thereto, commencing
on (and including) the first day of such Interest Period to, but excluding, the
last day of such Interest Period, on the unpaid principal amount thereof
(including any Accreted Amounts and Default Rate Accreted Amounts as provided
below) at a


                                      -24-
<PAGE>
rate per annum equal to the Eurodollar Rate determined for such Interest Period
plus the Applicable Margin; provided that a portion of such interest equal to
1.50% per annum multiplied by the principal amount of the Term Loans (any such
amount being hereinafter referred to as the "Accreted Amount")) shall accrete
and shall not be payable in cash until maturity. On each date on which interest
is required to be paid on Term Loans, any Accreted Amounts (other than Accreted
Amounts that have been so added on any prior date) shall be added to the
outstanding principal amount of the Term Loans.

          (b) Alternate Base Rate Loans shall bear interest for the period from
and including the date such Term Loans are made to, but excluding, the maturity
date thereof, or to, but excluding, the conversion date if such Term Loans are
earlier converted into Eurodollar Loans on the unpaid principal amount thereof
(including any Accreted Amounts and Default Rate Accreted Amounts as provided
below) at a rate per annum equal to the Alternate Base Rate plus the Applicable
Margin; provided that a portion of such interest equal to the Accreted Amount
shall accrete and shall not be payable in cash until maturity. On each date on
which interest is required to be paid on Term Loans, any Accreted Amounts (other
than Accreted Amounts that have been so added on any prior date) shall be added
to the outstanding principal amount of the Term Loans.

          (c) If all or a portion of (i) the principal amount of any of the Term
Loans or (ii) any interest payable thereon or any other obligations under the
Credit Documents shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such Term Loan, if a Eurodollar Loan, shall be
converted into an Alternate Base Rate Loan at the end of the then-current
Interest Period for said Eurodollar Loan (which conversion shall occur
automatically and without need for compliance with the conditions for conversion
set forth in subsection 5.2), and any such overdue amount shall, without
limiting the rights of the Lenders under Section 10, bear interest (which
interest shall be payable on demand) at a rate per annum which is the Alternate
Base Rate (or, in the case of a Eurodollar Loan, the Eurodollar Rate for the
applicable Interest Period) plus the Applicable Margin plus 2.00% per annum
(such additional 2.00% per annum, the "Default Margin") (provided that the
Accreted Amount shall accrete and shall not be payable in cash until maturity),
in each case, from the date of such non-payment until paid in full (as well
after as before judgment); provided that on any subsequent Interest Payment Date
or date of demand for overdue amounts, if all interest (whether then due or
overdue) required to be paid in cash on such date is not then paid in full in
cash, notwithstanding the foregoing provisions of this subsection 5.5(c), the
Default Margin shall be deemed to have been 3.00% per annum and the amount of
interest that has accrued at the Default Margin and not been paid in cash shall
be added to the outstanding principal amount of the Term Loans as if the Default
Margin had been 3.00% per annum (such added amount being hereinafter referred to
as the "Default Rate Accreted Amount" for such period). The accretion of
interest on overdue amounts as Default Rate Accreted Amounts shall not excuse
failure to pay such overdue amounts or interest thereon in cash.

          (d) Except as otherwise expressly provided for in this subsection 5.5,
interest shall be payable in arrears on each Interest Payment Date.

          5.6 Computation of Interest. (a) All calculations of interest
hereunder shall be calculated on the basis of a 360 day year (or a 365 day year
in the case of any Alternative Base Rate Loans the interest applicable to which
is based upon the Prime Rate) for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify the Company and the Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Term
Loan resulting from a change in the Alternate Base Rate or the Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the
day on which such change in the Alternate Base Rate is announced or such change
in the Eurocurrency Reserve Requirements becomes effective, as the case may be.
The


                                      -25-
<PAGE>
Administrative Agent shall as soon as practicable notify the Company and the
Lenders of the effective date and the amount of each such change.

          (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Company and the Lenders in the absence of manifest error. The Administrative
Agent shall, at the request of the Company or any Lender, deliver to the Company
or such Lender a statement showing the quotations used by the Administrative
Agent in determining the Eurodollar Rate (provided that no such statement shall
be required if such determination of the Eurodollar Rate was made by reference
to the British Bankers' Association Interest Settlement Rates (as set forth by
Bloomberg Information Service or any successor thereto or any other service
selected by the Administrative Agent which has been nominated by the British
Bankers' Association as an authorized information vendor for the purpose of
displaying such rates)).

          5.7 Certain Fees. The Company agrees to pay to each of the Arrangers,
for their respective accounts, the fees referred to in the Fee Letter, dated as
of April 25, 2005, among the Arrangers and the Company.

          5.8 Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to (i) proposed Term Loans that the Company has requested be made as Eurodollar
Loans, (ii) any Eurodollar Loans that will result from the requested conversion
of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii)
the continuation of any Eurodollar Loan as such for an additional Interest
Period, or (b) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not generally available to
the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar
markets, the Administrative Agent shall forthwith give telecopy notice of such
determination, confirmed in writing, to the Company and the Lenders at least one
day prior to, as the case may be, the Closing Date, the conversion date or the
last day of such Interest Period. If such notice is given (i) any requested
Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any Alternate
Base Rate Loans that were to have been converted to Eurodollar Loans shall be
continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar
Loans shall be converted on the last day of the then current Interest Period
applicable thereto into Alternate Base Rate Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made
and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

          5.9 Pro Rata Treatment and Payments. (a) Except to the extent
otherwise provided herein, the borrowing of Term Loans by the Company from the
Lenders hereunder shall be made pro rata according to the Term Loan Commitment
Percentages of the Lenders with respect to the Term Loans borrowed.

          (b) Whenever any payment received by the Administrative Agent under
this Agreement or any Term Loan Note or any other Credit Document is
insufficient to pay in full all amounts then due and payable to the
Administrative Agent and the Lenders under this Agreement, then all payments
received by the Administrative Agent under this Agreement or any Term Loan Note
shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the following order: first, to the
payment of fees and expenses due and payable to the Administrative Agent under
and in connection with this Agreement and the other Credit Documents; second, to
the payment of all expenses due and payable under subsection 12.5, ratably among
the Lenders in accordance with the aggregate amount of such payments owed to
each such Lender; third, to the payment of interest then due


                                      -26-
<PAGE>
and payable on the Term Loans ratably in accordance with the aggregate amount of
interest owed to each such Lender; and fourth, to the payment of the principal
amount of the Term Loans which is then due and payable (and any applicable
premium thereon) ratably among the Lenders in accordance with the aggregate
principal amount owed to each such Lender.

          (c) [RESERVED]

          (d) All payments (including prepayments) to be made by the Company on
account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent prior to 2:00 p.m.
(or such later time as may be agreed by the Administrative Agent in its sole
discretion), New York City time on the due date thereof, for the account of the
Lenders at the Administrative Agent's office located at Eleven Madison Avenue,
New York, NY 10010 (or at such other office of the Administrative Agent located
in New York City as may be directed from time to time by the Administrative
Agent in writing to the Company), in lawful money of the United States and in
immediately available funds. The Administrative Agent shall promptly distribute
such payments in accordance with the provisions of this subsection 5.9 upon
receipt in like funds as received. If any payment hereunder (other than payments
on Eurodollar Loans) would become due and payable on a day other than a Business
Day, such payment shall become due and payable on the next succeeding Business
Day and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day (and with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension) unless the result of such extension would
be to extend such payment into another calendar month in which event such
payment shall be made on the immediately preceding Business Day.

          (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to the Closing Date that such Lender will not make
the amount which would constitute its Term Loan Commitment Percentage of such
borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative
Agent in accordance with subsection 5.1 and the Administrative Agent may, in
reliance upon such assumption and in its sole discretion, make available to the
Company a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Closing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to greater of (i) the Federal Funds Effective
Rate and (ii) a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation for the period until such
Lender makes such amount immediately available to the Administrative Agent. A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this subsection 5.9(e) shall be conclusive absent
manifest error. If such Lender's Term Loan Commitment Percentage of such
borrowing is not in fact made available to the Administrative Agent by such
Lender within three Business Days of the Closing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to Alternate Base Rate Loans hereunder (in lieu of any
otherwise applicable interest), on demand, from the Company, without prejudice
to any rights which the Company or the Administrative Agent may have against
such Lender hereunder. Nothing contained in this subsection 5.9 shall relieve
any Lender which has failed to make available its ratable portion of any
borrowing hereunder from its obligation to do so in accordance with the terms
hereof.

          (f) The failure of any Lender to make the Term Loan to be made by it
on the Closing Date shall not relieve any other Lender of its obligation, if
any, hereunder to make its Term Loan on the


                                      -27-
<PAGE>
Closing Date, but no Lender shall be responsible for the failure of any other
Lender to make the Term Loan to be made by such other Lender on the Closing
Date.

          (g) All payments and optional prepayments (other than prepayments as
set forth in subsection 5.11 with respect to increased costs) of Eurodollar
Loans hereunder shall be in such amounts and be made pursuant to such elections
so that, after giving effect thereto, the aggregate principal amount of all
Eurodollar Loans with the same Interest Period shall not be less than $2,000,000
or a whole multiple of $1,000,000 in excess thereof.

          5.10 Illegality. Notwithstanding any other provision herein, if any
Change in Law occurring after the date that any lender becomes a Lender party to
this Agreement shall make it unlawful for such Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, the commitment of such
Lender hereunder to make Eurodollar Loans or to convert all or a portion of
Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended
until such time, if any, as such illegality shall no longer exist and such
Lender's Term Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Alternate Base Rate Loans for the duration of the
respective Interest Periods (or, if permitted by applicable law, at the end of
such Interest Periods) and all payments of principal which would otherwise be
applied to such Eurodollar Loans shall be applied instead to such Lender's
Alternate Base Rate Loans. The Company hereby agrees to pay any Lender, promptly
upon its demand, any amounts payable pursuant to subsection 5.12 in connection
with any conversion in accordance with this subsection 5.10 (such Lender's
notice of such costs, as certified in reasonable detail as to such amounts to
the Company through the Administrative Agent, to be conclusive absent manifest
error).

          5.11 Requirements of Law. (a) Subject to the penultimate sentence of
subsection 12.6(c), in the event that any Change in Law or compliance by any
Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority occurring after the date
that any lender becomes a Lender party to this Agreement:

          (i) does or shall subject any such Lender or its Eurodollar Lending
Office to any tax of any kind whatsoever with respect to this Agreement, any
Term Loan Note or any Eurodollar Loans made by it, or change the basis of
taxation of payments to such Lender or its Eurodollar Lending Office of
principal, the commitment fee, interest or any other amount payable hereunder
(except for (x) net income and franchise taxes imposed on the net income of such
Lender or its Eurodollar Lending Office by the jurisdiction under the laws of
which such Lender is organized or any political subdivision or taxing authority
thereof or therein, or by any jurisdiction in which such Lender's Eurodollar
Lending Office is located or any political subdivision or taxing authority
thereof or therein, including changes in the rate of tax on the overall net
income of such Lender or such Eurodollar Lending Office, and (y) taxes resulting
from the substitution of any such system by another system of taxation, provided
that the taxes payable by Lenders subject to such other system of taxation are
not generally charged to borrowers from such Lenders having loans or advances
bearing interest at a rate similar to the Eurodollar Rate);

          (ii) does or shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets held by,
or deposits or other liabilities in or for the account of, advances or loans by,
or other credit extended by, or any other acquisition of funds by, any office of
such Lender which are not otherwise included in the determination of the
Eurodollar Rate; or

          (iii) does or shall impose on such Lender any other condition;


                                      -28-
<PAGE>
and the result of any of the foregoing is to increase the cost to such Lender or
its Eurodollar Lending Office of making, converting, renewing or maintaining
advances or extensions of credit or to reduce any amount receivable hereunder,
in each case, in respect of its Eurodollar Loans, then, in any such case, the
Company shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender deems to be material as determined by such Lender
with respect to such Eurodollar Loans, together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the Alternate Base Rate plus 1%.

          (b) In the event that any Change in Law occurring after the date that
any lender becomes a Lender party to this Agreement with respect to any such
Lender shall, in the opinion of such Lender, require that any Term Loan
Commitment of such Lender be treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital to be maintained by
such Lender or any corporation controlling such Lender, and such Change in Law
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital, as the case may be, as a consequence of such Lender's
obligations hereunder to a level below that which such Lender or such
corporation, as the case may be, could have achieved but for such Change in Law
(taking into account such Lender's or such corporation's policies, as the case
may be, with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time following notice by such Lender to the
Company of such Change in Law as provided in paragraph (c) of this subsection
5.11, within 15 days after demand by such Lender, the Company shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such
corporation on an after-tax basis, as the case may be, for such reduction.

          (c) The Company shall not be required to make any payments to any
Lender for any additional amounts pursuant to this subsection 5.11 unless such
Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments prior to or within 60 days after
the date on which such Lender became entitled to claim such amounts. If any
Lender has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (a) of this subsection 5.11, the Company
at any time thereafter may, upon at least three Business Days' notice to the
Administrative Agent (which shall promptly notify the Lenders thereof), and
subject to subsection 5.12, prepay (or convert into Alternate Base Rate Loans)
all (but not a part) of the Eurodollar Loans then outstanding. Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
paragraph (a) of this subsection 5.11 with respect to such Lender, it will, if
requested by the Company and to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the increase
in costs or reduction in payments resulting from such event (including, without
limitation, endeavoring to change its Eurodollar Lending Office); provided, that
such avoidance or minimization can be made in such a manner that such Lender, in
its sole determination, suffers no economic, legal or regulatory disadvantage.
If any Lender requests compensation from the Company under this subsection 5.11,
the Company may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender thereafter to make or continue
Term Loans of the Type with respect to which such compensation is requested, or
to convert Term Loans of any other Type into Term Loans of such Type, until the
Requirement of Law giving rise to such request ceases to be in effect, provided
that such suspension shall not affect the right of such Lender to receive the
compensation so requested.

          (d) Each Lender (and in case of an Assignee, on the date it becomes a
Lender) that is not a United States Person (as defined in Section 7701(a)(30) of
the Code) for federal income tax purposes either (1) in the case of a Lender
that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i)
represents to the Company (for the benefit of the Company and the Administrative
Agent) that, on the date hereof (in the case of the Lenders originally party
hereto) or on the date it became a


                                      -29-
<PAGE>
Lender (in the case of an Assignee), under applicable law and treaties no
withholding taxes are required to be withheld by the Company or the
Administrative Agent with respect to any payments to be made to such Lender in
respect of the Term Loans, (ii) agrees to furnish to the Company, with a copy to
the Administrative Agent, either U.S. Internal Revenue Service Form W-8ECI or
U.S. Internal Revenue Service Form W-8BEN (wherein such Lender claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments hereunder) and (iii) agrees (for the benefit of the Company
and the Administrative Agent), to the extent it may lawfully do so at such
times, to provide the Company, with a copy to the Administrative Agent, a new
Form W-8ECI or Form W-8BEN upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable U.S. laws
and regulations and amendments duly executed and completed by such Lender, and
to comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption or (2) in the case of a Lender that is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i)
represents to the Company (for the benefit of the Company and the Administrative
Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the
Code, (ii) agrees to furnish to the Company, with a copy to the Administrative
Agent, (A) a certificate substantially in the form of Exhibit I hereto (any such
certificate, a "Subsection 5.11(d)(2) Certificate") and (B) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN,
certifying to such Lender's legal entitlement at the Closing Date (or date of
the respective assignment in the case of an Assignee) to an exemption from U.S.
withholding tax under the provisions of Section 881(c) of the Code with respect
to all payments referred to in such Code section to be made under this
Agreement, and (iii) agrees, to the extent legally entitled to do so, upon
reasonable request by the Company, to provide to the Company and the
Administrative Agent (for the benefit of the Company and the Administrative
Agent) such other forms as may be required in order to establish the legal
entitlement of such Lender to an exemption from withholding with respect to
payments under this Agreement. Notwithstanding any provision of this subsection
5.11 or 5.9(d) to the contrary, the Company shall have no obligation to pay any
amount to or for the account of any Lender (or the Eurodollar Lending Office of
any Lender) on account of any taxes pursuant to this subsection 5.11, to the
extent that such amount results from (i) the failure of any Lender to comply
with its obligations pursuant to this subsection 5.11, (ii) any representation
or warranty made or deemed to be made by any Lender pursuant to this subsection
5.11(d) proving to have been incorrect, false or misleading in any material
respect when so made or deemed to be made or (iii) any Change in Law or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority, the
effect of which would be to subject to any taxes any payment made pursuant to
this Agreement to any Lender making the representation and covenants set forth
in subsection 5.11(d)(2), which payment would not be subject to such taxes if
such Lender, on the date it became a Lender, were eligible to make and comply
with, and had actually made and complied with, the representation and covenants
set forth in subsection 5.11(d)(1) hereinabove.

          (e) A certificate in reasonable detail as to any amounts submitted by
such Lender, through the Administrative Agent, to the Company, shall be
conclusive in the absence of manifest error. The covenants contained in this
subsection 5.11 shall survive the termination of this Agreement and repayment of
the Term Loans.

          5.12 Indemnity. The Company agrees to indemnify each Lender and to
hold such Lender harmless from any loss or expense (but without duplication of
any amounts payable as default interest) which such Lender may sustain or incur
as a consequence of (a) default by the Company in payment of the principal
amount of or interest on any Eurodollar Loans of such Lender, including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to make or maintain its
Eurodollar Loans hereunder, (b) default by the Company in making a borrowing
after the Company has given a notice in accordance with subsection 5.1


                                      -30-
<PAGE>
or in making a conversion of Alternate Base Rate Loans to Eurodollar Loans or in
continuing Eurodollar Loans as such, in either case, after the Company has given
notice in accordance with subsection 5.2, (c) default by the Company in making
any prepayment after the Company has given a notice in accordance with
subsection 5.4 or (d) a payment or prepayment of a Eurodollar Loan or conversion
(including without limitation, as a result of subsection 5.4 and/or a conversion
pursuant to subsection 5.10) of any Eurodollar Loan into an Alternate Base Rate
Loan, in either case on a day which is not the last day of an Interest Period
with respect thereto, including, but not limited to, any such loss or expense
arising from interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain its Eurodollar Loans hereunder (but
excluding loss of profit). This covenant shall survive termination of this
Agreement and repayment of the Term Loans.

          5.13 Repayment of Term Loans; Evidence of Debt. (a) The Company hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the unpaid principal amount of the Term Loan of such Lender on the
date that the Term Loans become due and payable pursuant to Section 10 or
Section 5.4(e), as the case may be. The Company hereby further agrees to pay
interest on the unpaid principal amount of the Term Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum and on the dates set forth in subsection 5.5.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Company to such Lender
resulting from each Term Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

          (c) The Administrative Agent shall maintain the Register pursuant to
subsection 12.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Term Loan made hereunder, the Type thereof and
each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Company to each
Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Company and each Lender's share thereof.

          (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 5.13(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided that the failure of any
Lender or the Administrative Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the obligation of the
Company to repay (with applicable interest) the Term Loans made to such Company
by such Lender or to repay any other obligations in accordance with the terms of
this Agreement.

          (e) The Company agrees that, upon the request by any Lender, the
Company will execute and deliver to such Lender a promissory note of the Company
evidencing the Term Loans of such Lender, substantially in the form of Exhibit A
with appropriate insertions as to date and principal amount (each, a "Term Loan
Note").

          5.14 Replacement of Lenders. In the event any Lender (a) exercises its
rights pursuant to subsection 5.10, (b) requests payments pursuant to subsection
5.11 or (c) fails to consent to a requested waiver, amendment, supplement or
other modification to any of the Credit Documents that, specifically or
effectively, requires, to become effective, the consent of each of the Lenders
or each Lender whose obligations hereunder are being directly modified, the
Company may require, at the Company's expense (including payment of any
processing fees under subsection 12.6(e)) and subject to


                                      -31-
<PAGE>
subsection 5.12, such Lender to assign, at par plus accrued interest and fees,
without recourse (in accordance with subsection 12.6) all of its interests,
rights and obligations hereunder (including all of its Term Loan Commitments and
the Term Loans and other amounts at the time owing to it hereunder and under its
Term Loan Notes) to an Eligible Assignee specified by the Company, provided that
(i) such assignment shall not conflict with or violate any law, rule or
regulation or order of any court or other Governmental Authority, (ii) the
Company shall have received the written consent of the Administrative Agent,
which consent shall not unreasonably be withheld, to such assignment, (iii) the
Company shall have paid to the assigning Lender all monies other than principal,
interest and fees accrued and owing hereunder to it (including pursuant to
subsections 5.10, 5.11 and 5.12) plus, in case of clause (c) above, an amount
equal to the prepayment premium, if any, that would be payable in respect of the
Term Loans of such Lender upon prepayment thereof pursuant to subsection 5.4(h)
and (iv) in the case of clause (c) above, the Required Lenders shall have
consented to such waiver, amendment, supplement or other modification. Upon
receipt by the replaced Lender of all amounts required to be paid to it pursuant
to this subsection 5.14, the Administrative Agent shall be entitled (but not
obligated) and authorized to execute an Assignment and Acceptance on behalf of
such replaced Lender, and any such Assignment and Acceptance so executed by the
Administrative Agent and the replacement Lender shall be effective for purposes
of this subsection 5.14 and subsection 12.6. Upon any such assignment, such
replaced Lender shall no longer constitute a "Lender" for purposes hereof;
provided that any rights of such replaced Lender to indemnification hereunder
shall survive as to such replaced Lender.

          SECTION 6. REPRESENTATIONS AND WARRANTIES

          In order to induce the Lenders to enter into this Agreement and to
make the Term Loans, the Company hereby represents and warrants to each Lender
and the Administrative Agent as of the Closing Date (after giving effect to the
Transactions):

          6.1 Financial Condition. (a) The consolidated audited balance sheets
of Holdings and its consolidated Subsidiaries as of December 31, 2002, December
31, 2003 and December 31, 2004 and the related consolidated statements of
operations and of cash flows for the fiscal years ended on each such dates,
audited by PricewaterhouseCoopers LLP, copies of which have heretofore been
furnished to each Lender, present fairly in accordance with GAAP the
consolidated financial condition of Holdings and its consolidated Subsidiaries
as at such dates, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended. All such financial
statements have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants and as
disclosed therein).

          (b) The unaudited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at March 31, 2005 and the related unaudited
consolidated statements of operations and of cash flows for the three-month
period then ended, certified by a Responsible Officer of the Company, copies of
which have heretofore been furnished to each Lender, present fairly in
accordance with GAAP the consolidated financial position of Holdings and its
consolidated Subsidiaries as at such date and the consolidated results of their
operations and their consolidated cash flows for the three-month period then
ended (subject to normal year-end adjustments). Such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP (except as approved by such Responsible Officer and
disclosed therein). Holdings and its consolidated Subsidiaries did not have at
the date of such balance sheet, any material Contingent Obligation, contingent
liability or liability for taxes, or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency exchange transaction, which is not reflected in such balance
sheet or in the notes thereto or in the notes to Holdings' audited financial
statements.


                                      -32-
<PAGE>
          (c) The unaudited consolidated pro forma balance sheet of Holdings and
its consolidated Subsidiaries, as of March 31, 2005, certified by a Responsible
Officer of Holdings (the "Pro Forma Balance Sheet"), copies of which have been
furnished to each Lender, is the unaudited balance sheet of Holdings and its
consolidated Subsidiaries adjusted to give effect (as if such events had
occurred on the date set forth therein) to (i) the Transactions, (ii) the
incurrence of the Term Loans on the Closing Date and (iii) the incurrence of all
other Indebtedness that Holdings and its consolidated Subsidiaries expect to
incur, and the payment of all amounts Holdings and its consolidated Subsidiaries
expect to pay, in connection with the Transactions. The Pro Forma Balance Sheet,
together with the notes thereto, were prepared based on good faith assumptions
in accordance with GAAP and are based on the best information available to the
Company as of the date of delivery thereof and reflect on a pro forma basis the
financial position of Holdings and its consolidated Subsidiaries as of March 31,
2005, as adjusted, as described above, assuming that the events specified in the
preceding sentence had actually occurred as of such date.

          6.2 No Change. Since December 31, 2004 (a) there has been no material
adverse change, and no development or event which has had or could reasonably be
expected to have a material adverse effect on (i) the business, operations,
property, condition (financial or otherwise), liabilities, operating results or
projections of Holdings and its Subsidiaries taken as a whole, (ii) the ability
of any Credit Party to perform its obligations under any Credit Document to
which it is a party and with respect to the other financings contemplated hereby
or (iii) the validity or enforceability of this Agreement or any of the other
Credit Documents or the rights or remedies of the Lenders and the Administrative
Agent thereunder, and (b) no dividends or other distributions have been
declared, paid or made upon the Capital Stock of the Company nor has any of the
Capital Stock of the Company been redeemed, retired, repurchased or otherwise
acquired for value by the Company or any of its Subsidiaries, except as
permitted by subsection 9.12.

          6.3 Corporate Existence; Compliance with Law. Each of the Company and
its Subsidiaries (other than Immaterial Subsidiaries) (a) is a corporation duly
organized and validly existing under the laws of the jurisdiction of its
incorporation, (b) has full corporate power and authority and possesses all
governmental franchises, licenses, permits, authorizations and approvals
necessary to enable it to use its corporate name and to own, lease or otherwise
hold its properties and assets and to carry on its business as presently
conducted other than such franchises, licenses, permits, authorizations and
approvals the lack of which, individually or in the aggregate, would not have a
material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries, taken
as a whole, (c) is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership, leasing or
holding of its properties makes such qualification necessary, except such
jurisdictions where the failure so to qualify would not have a material adverse
effect on the business operations, property or financial condition of the
Company and its Subsidiaries, taken as a whole, and (d) except as disclosed in
Schedule 6.17, is in compliance with all applicable statutes, laws, ordinances,
rules, orders, permits and regulations of any governmental authority or
instrumentality, domestic or foreign (including, without limitation, those
related to Hazardous Materials and substances), except where noncompliance would
not reasonably be expected to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries, taken as a whole. Neither the Company nor any of
its Subsidiaries has received any written communication from a Governmental
Authority that alleges that the Company or any of its Subsidiaries is not in
compliance with federal, state, local or foreign laws, ordinances, rules and
regulations except to the extent such noncompliance, individually or in the
aggregate, would not reasonably be expected to have a material adverse effect on
the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole.


                                      -33-
<PAGE>
          6.4 Corporate Power; Authorization. Each of the Company and its
Subsidiaries has the corporate power and authority to make, deliver and perform
each of the Credit Documents to which it is a party, and the Company has the
corporate power and authority and legal right to borrow hereunder. Each of the
Company and its Subsidiaries has taken all necessary corporate action to
authorize the execution, delivery and performance of each of the Credit
Documents to which it is or will be a party and the Company has taken all
necessary corporate action to authorize the borrowings hereunder. No consent or
authorization of, or filing with, any Person (including, without limitation, any
Governmental Authority) is required in connection with the execution, delivery
or performance by the Company or any of its Subsidiaries, or for the validity or
enforceability in accordance with its terms against the Company or any of its
Subsidiaries, of any Credit Document except for consents, authorizations and
filings which have been obtained or made and are in full force and effect and
except (i) such consents, authorizations and filings, the failure to obtain or
perform (x) which would not have a material adverse effect on the business,
operations, property or financial condition of the Company and its Subsidiaries
taken as a whole and (y) which would not materially adversely affect the
validity or enforceability of any Credit Document or the rights or remedies of
the Administrative Agent or the Lenders thereunder, and (ii) such filings as are
necessary to perfect the Liens of the Lenders created pursuant to this Agreement
and the Security Documents.

          6.5 Enforceable Obligations. This Agreement has been, and each of the
other Credit Documents will be duly executed and delivered on behalf of such
Credit Party that is party thereto. This Agreement constitutes, and each of the
other Credit Documents will constitute upon execution and delivery, the legal,
valid and binding obligation of such Credit Party, and is enforceable against
such Credit Party in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

          6.6 No Legal Bar. The execution, delivery and performance of each
Credit Document, the incurrence or issuance of and use of the proceeds of the
Term Loans and the transactions contemplated by the Credit Documents, (a) will
not violate any Requirement of Law or any Contractual Obligation applicable to
or binding upon the Company or any Subsidiary or any of their respective
properties or assets, in any manner which, individually or in the aggregate, (i)
would have a material adverse effect on the ability of the Company and its
Subsidiaries taken as a whole to perform their obligations under the Credit
Documents, to which it is a party, (ii) would give rise to any liability on the
part of the Administrative Agent, the Arrangers or any Lender, or (iii) would
have a material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries taken as a whole, and (b) will not
result in the creation or imposition of any Lien on any of its properties or
assets pursuant to any Requirement of Law applicable to it, as the case may be,
or any of its Contractual Obligations, except for the Liens arising under the
Security Documents. Additionally, there shall not exist any judgment, order,
injunction or other restraint prohibiting or imposing materially adverse
conditions upon the execution, delivery and performance of the Credit Documents,
or the transactions contemplated thereby.

          6.7 No Material Litigation. No litigation by, investigation known to
the Company by, or proceeding of, any Governmental Authority is pending against
the Company or any of its Subsidiaries with respect to the validity, binding
effect or enforceability of any Credit Document, the Term Loans made hereunder,
the use of proceeds thereof and the other transactions contemplated hereby.
Except as set forth on Schedule 6.7, no lawsuits, claims, proceedings or
investigations are pending or, to the best knowledge of the Company, threatened
as of the Closing Date against or affecting the Company or a Subsidiary or any
of their respective properties, assets, operations or businesses, in which there
is a probability of an adverse determination, and which is reasonably likely, if
adversely decided, to have a


                                      -34-
<PAGE>
material adverse effect on the business, operations, property or financial
condition of the Company and its Subsidiaries, taken as a whole.

          6.8 Investment Company Act. Neither the Company nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company" (as
each of the quoted terms is defined or used in the Investment Company Act of
1940, as amended).

          6.9 Federal Regulation. No part of the proceeds of any of the Term
Loans will be used for the purpose of "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under
Regulation U. Neither the making of any Term Loan nor the use of proceeds
thereof will violate the provisions of Regulation T, U or X of the Board.
Neither the Company nor any of its Subsidiaries is engaged or will engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under said Regulation U.

          6.10 No Default. The Company and each of its Subsidiaries have
performed all material obligations required to be performed by them under their
respective Contractual Obligations and they are not (with or without the lapse
of time or the giving of notice, or both) in breach or default in any respect
thereunder, except to the extent that such breach or default would not have a
material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries taken as a whole. No default,
event of default or termination event has occurred and is continuing (or will
occur as a result of, or in connection with the Transactions) under the First
Lien Facility, any Permanent Subordinated Debt or any Receivables Facility.
Neither Holdings, the Company nor any of its Subsidiaries is in default under
any material judgment, order or decree of any Governmental Authority, domestic
or foreign, applicable to it or any of its respective properties, assets,
operations or business, except to the extent that any such defaults would not,
in the aggregate, have a material adverse effect on the business operations,
property or financial condition of the Company and its Subsidiaries, taken as a
whole.

          6.11 Taxes. Each of the Company and its Subsidiaries has filed or
caused to be filed all material tax returns which, to the knowledge of the
Company, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount of which is
currently being contested in good faith by appropriate proceedings and with
respect to which reserves (or other sufficient provisions) in conformity with
GAAP have been provided on the books of the Company or its Subsidiaries, as the
case may be); and no tax Lien has been filed, and, to the knowledge of the
Company, no written claim is being asserted, with respect to any such tax, fee
or other charges.

          6.12 Subsidiaries; Immaterial Subsidiaries. On the Closing Date, the
Subsidiaries of the Company and their respective jurisdictions of incorporation
are as set forth on Schedule 6.12. Such Schedule correctly indicates which
Subsidiaries of the Company are, as of the Closing Date, Immaterial
Subsidiaries, and as of the Closing Date such Subsidiaries are the only
Immaterial Subsidiaries.

          6.13 Ownership of Property; Liens. As of the Closing Date each of the
Company and its Subsidiaries has good and valid title to all of its material
assets (other than real property or interests in real property) in each case
free and clear of all mortgages, liens, security interests or encumbrances of
any nature whatsoever except Permitted Liens. With respect to real property or
interests in real property, as of the Closing Date, each of the Company and its
Subsidiaries has (i) good and valid fee title to all of the real property listed
on Schedule 6.13 under the heading "Fee Properties" (each, a "Fee Property"),


                                      -35-
<PAGE>
and (ii) good and valid title to the leasehold estates in all of the real
property leased by it and, in the case of any such leasehold estates located in
the United States with a base aggregate annual rent in excess of $100,000 listed
on Schedule 6.13 under the heading "Leased Properties" (each, a "Leased
Property"), in each case, free and clear of all mortgages, liens, security
interests, easements, covenants, rights-of-way and other similar restrictions of
any nature whatsoever, except Permitted Liens, including with respect to Leased
Property, the terms and provisions of the respective lease therefor, including,
without limitation, the matters set forth on Schedule 6.13, and any matters
affecting the fee title and any estate superior to the leasehold estate related
thereto. The Fee Properties and the Leased Properties constitute, as of the
Closing Date, all of the real property (with a base aggregate annual rent in
excess of $100,000) owned in fee or leased by the Company and its Subsidiaries
in the United States.

          6.14 ERISA. Except as disclosed in filings prior to the date hereof by
the Company in filings with the Securities and Exchange Commission under the
Exchange Act, neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan that would result
in a material liability to the Company or its Subsidiaries, and each Plan has
complied in all material respects with the applicable provisions of ERISA and
the Code. Neither the Company or its Subsidiaries nor any Commonly Controlled
Entity has: been involved in any transaction that would cause the Company or its
Subsidiaries to be subject to material liability with respect to a Plan to which
the Company or its Subsidiaries or any Commonly Controlled Entity contributed or
was obligated to contribute during the six-year period ending on the date this
representation is made or deemed made; or incurred any material liability under
Title IV of ERISA which would become or remain a material liability of the
Company or its Subsidiaries after the Closing Date. No termination of a Single
Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such six-year period that would result in a material liability to
the Company or its Subsidiaries. The present value of all accrued benefits under
each Single Employer Plan (based on those assumptions used to fund such Plans)
did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits that would result in a material
liability to the Company or its Subsidiaries. Neither the Company or its
Subsidiaries nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan, and neither the Company or its
Subsidiaries nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Company or its Subsidiaries or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this representation
is made or deemed made, in either case that would result in a material liability
to the Company or its Subsidiaries. To the knowledge of the Company and its
Subsidiaries, no such Multiemployer Plan is in Reorganization or Insolvent. The
present value (determined using actuarial and other assumptions which are
reasonable in respect of the benefits provided and the employees participating)
of the liability of the Company and its Subsidiaries and each Commonly
Controlled Entity for post retirement benefits to be provided to their current
and former employees under Plans which are welfare benefit plans (as defined in
Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all
such Plans allocable to such benefits by an amount that would result in a
material liability to the Company and its Subsidiaries, except as disclosed in
the Company's audited financial statement provided to the Lenders prior to the
Closing Date. For purposes of this subsection 6.14, a material liability shall
exceed $10,000,000.

          6.15 Collateral Documents. (a) Upon execution and delivery thereof by
the parties thereto, the Holdings Pledge Agreement will be effective to create
in favor of the Administrative Agent, for the ratable benefit of the Lenders, a
legal, valid and enforceable security interest in the pledged stock described
therein (to the extent such matter is governed by the laws of the United States
or a jurisdiction


                                      -36-
<PAGE>
therein) and, when stock certificates representing or constituting the pledged
stock described in the Holdings Pledge Agreement are delivered to the
Administrative Agent after the Discharge of First Lien Obligations, such
security interest shall constitute a perfected first lien on, and security
interest in, all right, title and interest of the pledgor party thereto in the
pledged stock described therein (to the extent such matter is governed by the
laws of the United States or a jurisdiction therein).

          (b) Upon execution and delivery thereof by the parties thereto, each
of the Security Agreements will be effective to create in favor of the
Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and
enforceable security interest in the collateral described therein (to the extent
such matter is governed by the laws of the United States or a jurisdiction
therein), and Uniform Commercial Code financing statements have been filed in
each of the jurisdictions listed on Schedule 6.15(b), or arrangements have been
made for such filing in such jurisdictions, and upon such filing, and upon the
taking of possession by the Administrative Agent after the Discharge of First
Lien Obligations of any such collateral the security interests in which may be
perfected only by possession, such security interests will, subject to the
existence of Permitted Liens, constitute perfected second priority (or, after
the Discharge of First Lien Obligations, first priority) liens on, and security
interests in, all right, title and interest of the debtor party thereto in the
collateral described therein, except to the extent that a security interest
cannot be perfected therein by the filing of a financing statement or the taking
of possession under the Uniform Commercial Code of the relevant jurisdiction.

          (c) Upon execution and delivery thereof by the Company, each Mortgage
will be effective to create in favor of the Administrative Agent, for the
ratable benefit of the Lenders, a legal, valid and enforceable security interest
in the collateral described therein, and upon recording the Mortgages in the
jurisdictions listed on Schedule 6.13 (or, in the case of a Mortgage delivered
pursuant to subsection 8.9, the jurisdiction in which the property covered by
such Mortgage is located), such security interests will, subject to the
existence of Permitted Liens, constitute second priority (or, after the
Discharge of First Lien Obligations, first priority) liens on, and perfected
security interests in, all rights, title and interest of the debtor party
thereto in the collateral described therein.

          6.16 Copyrights, Patents, Permits, Trademarks and Licenses. Schedule
6.16 sets forth a true and complete list as of the Closing Date of all material
registered trademarks, trade names, service marks, patents, pending patent
applications and registered copyrights and applications therefor owned, used or
filed by or licensed to the Company and its Subsidiaries and, with respect to
registered trademarks (if any), contains a list of all jurisdictions in which
such trademarks are registered or applied for and all registration and
application numbers. Except as set forth on Schedule 6.16, the Company or a
Subsidiary owns or has the right to use, registered trademarks, trade names,
service marks, patents, pending patent applications and copyrights and
applications therefor referred to in such Schedule. Except as set forth on
Schedule 6.16, to the best knowledge of the Company and its Subsidiaries, no
claims are pending by any Person with respect to the ownership, validity,
enforceability or the Company's or any Subsidiary's use of any such registered
trademarks, trade names, service marks, patents, pending patent applications and
copyrights, or applications therefor, challenging or questioning the validity or
effectiveness of any of the foregoing, in any jurisdiction, domestic or foreign,
except to the extent such claims could not reasonably be expected to have a
material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries, taken as a whole.

          6.17 Environmental Matters. Except insofar as any exceptions to the
following, individually or in the aggregate, could not reasonably be expected to
result in a material adverse effect on the business operations, property or
financial conditions of the Company and its Subsidiaries taken as a whole:


                                      -37-
<PAGE>
               (A) to the best knowledge of the Company and its Subsidiaries,
     the properties owned, leased, or otherwise operated by the Company or any
     of its Subsidiaries do not contain, and have not previously contained, in,
     on or under, including, without limitation, the soil and groundwater
     thereunder, any Hazardous Materials in amounts or concentrations that
     constitute or constituted a violation of, or could reasonably give rise to
     liability under, Environmental Laws;

               (B) to the best knowledge of the Company and its Subsidiaries,
     the properties owned or leased, or otherwise operated by the Company or any
     of its Subsidiaries and all operations and facilities at such properties
     are in compliance with all Environmental Laws, and there is no
     contamination or violation of any Environmental Law which could interfere
     with the continued operation of, or impair the fair saleable value of, such
     property;

               (C) neither the Company nor any of its Subsidiaries has received
     or is aware of any written complaint, notice of violation, alleged
     violation, or notice of investigation or of potential liability under
     Environmental Laws with regard to the Company or its Subsidiaries, nor does
     the Company or any of its Subsidiaries have knowledge that any such action
     is being contemplated, considered or threatened;

               (D) to the best knowledge of the Company and its Subsidiaries,
     Hazardous Materials have not been generated, treated, stored or disposed of
     at, on or under any properties presently or formerly owned, leased, or
     otherwise operated by the Company or any of its Subsidiaries, nor have any
     Hazardous Materials been transported from any such property, or come to be
     located at any other property, in violation of or in a manner that could
     reasonably give rise to liability under any Environmental Laws; and

               (E) there are no governmental administrative actions or judicial
     proceedings pending or, to the best knowledge of the Company and its
     Subsidiaries, threatened under any Environmental Law to which the Company
     or any of its Subsidiaries is a party, nor are there any consent decrees or
     other decrees, consent orders, administrative orders or other orders, or
     other administrative or judicial requirements, other than permits
     authorizing operations by the Company or any of its Subsidiaries,
     outstanding under any Environmental Law.

          6.18 Accuracy and Completeness of Information. The factual statements
contained in the financial statements referred to in subsection 6.1, the Credit
Documents (including the schedules thereto) and any other certificates or
documents furnished or to be furnished to the Administrative Agent or the
Lenders from time to time in connection with this Agreement, taken as a whole,
do not and will not, to the best knowledge of the Company and its Subsidiaries,
as of the date when made, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
contained therein not misleading in light of the circumstances in which the same
were made, all except as otherwise qualified herein or therein, such knowledge
qualification being given only with respect to factual statements made by
Persons other than the Company or any of its Subsidiaries; provided that with
respect to projected financial information, the Company represents only that
such information has been and will be prepared in good faith based upon
assumptions believed by the Company to be reasonable at the time.

          6.19 Solvency. As of the Closing Date, each Credit Party is, and after
giving effect to the transactions contemplated by this Agreement and the
incurrence of all Indebtedness and obligations being incurred in connection
herewith, will be Solvent.


                                      -38-
<PAGE>
          6.20 Labor Matters. As of the Closing Date only, there are no strikes
or other labor disputes against the Company or any of its Subsidiaries pending
or, to the knowledge of the Company and its Subsidiaries, threatened that
(individually or in the aggregate) would reasonably be expected to have a
material adverse effect on the business, operations, property or financial
condition of the Company and its Subsidiaries taken as a whole. As of the
Closing Date only, hours worked by and payment made to employees of the Company
and its Subsidiaries have not been in violation of the Fair Labor Standards Act
or any other applicable Requirement of Law dealing with such matters that
(individually or in the aggregate) would reasonably be expected to have a
material adverse effect on the business, operations, property or financial
condition of the Company and its Subsidiaries taken as a whole. As of the
Closing Date only, all payments due from the Company or any of its Subsidiaries
on account of employee health and welfare insurance that (individually or in the
aggregate) would reasonably be expected to have a material adverse effect on the
business, operations, property or financial condition of the Company and its
Subsidiaries taken as a whole if not paid have been paid or accrued as a
liability on the books of the Company or the relevant Subsidiary.

          SECTION 7. CONDITIONS PRECEDENT

          7.1 Conditions to Term Loans. The obligation of each Lender to make
its Term Loans on the Closing Date are subject to the satisfaction, or waiver by
the Required Lenders, immediately prior to or concurrently with the making of
such Term Loans of the following conditions:

          (a) Agreement; Term Loan Notes. The Administrative Agent shall have
received (i) a counterpart of this Agreement for each Lender duly executed and
delivered by a duly authorized officer of the Company, (ii) for the account of
each Term Loan Lender requesting the same pursuant to subsection 5.13(e), a Term
Loan Note, conforming to the requirements hereof and executed by a duly
authorized officer of the Company.

          (b) Indebtedness. Simultaneously with the incurrence of the Term Loans
on the Closing Date, the Company shall (i) repay revolving loans outstanding
under the First Lien Credit Agreement in an aggregate principal amount of
approximately $26,700,000, (ii) repay term loans outstanding under the First
Lien Credit Agreement in an aggregate principal amount of approximately
$65,000,000, and (iii) pay fees and expenses incurred in connection with the
foregoing in an aggregate amount of approximately $5,500,000, in accordance with
the Credit Documents, the First Lien Credit Agreement and all applicable laws.
After giving effect to the Transactions and the other transactions contemplated
hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness or
preferred stock other than Indebtedness permitted under subsection 9.1 and an
aggregate of 65,000 shares of Holdings's Series A Participating Convertible
Preferred Stock, par value $0.01 per share, held by GEI and Werner Co-Investment
LLC. Both immediately prior to and after giving effect to the consummation of
the Transactions and the other transactions contemplated hereby and by the other
Credit Documents, no default or event of default shall have occurred and be
continuing under any Indebtedness of Holdings, the Company or any of its
Subsidiaries (including, without limitation, under the Senior Subordinated
Notes), other than any default that may be cured by delivery or filing of the
Company's annual report for the fiscal year ended December 31, 2004 on Form
10-K.

          (c) Capitalization; Capital Structure. The certificate of
incorporation, by-laws, other governing documents and the corporate and capital
structure of Borrower and its Subsidiaries, after giving effect to the
consummation of the Transactions, shall be in form and substance reasonably
satisfactory to the Arrangers.


                                      -39-
<PAGE>
          (d) Financial Statements. The Arrangers shall have received (i) the
audited consolidated balance sheets of Holdings and its Subsidiaries as at
December 31, 2002, December 31, 2003 and December 31, 2004, and the related
consolidated statements of income, stockholders' equity and cash flows for the
fiscal periods ended on such dates, reported on by and accompanied by an
unqualified report from PricewaterhouseCoopers LLP, (ii) the unaudited
consolidated balance sheet of Holdings and its Subsidiaries as at March 31,
2005, and the related unaudited consolidated statements of income and cash flows
for the three-month period ended on such date and (iii) if applicable, unaudited
interim consolidated financial statements of Holdings and its Subsidiaries for
each fiscal month ended after the date of the latest applicable financial
statements delivered pursuant to clause (ii) of this paragraph up to and
including the fiscal month ended 30 days prior to the Closing Date, and in each
case such financial statements shall not, in the reasonable judgment of the
Arrangers, reflect any material adverse change in the consolidated financial
condition of Holdings and its Subsidiaries, as reflected in the financial
statements or projections contained in the Confidential Information Memorandum.
All such financial statements, including the related schedules and notes
thereto, shall have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as disclosed therein). The Arrangers
shall have received a pro forma consolidated balance sheet and related pro forma
statements of income, stockholders' equity and cash flows of Holdings and its
Subsidiaries as of and for the four-fiscal quarter period ending March 31, 2005,
prepared after giving effect to the Transactions as if the Transactions had
occurred as of such date (in the case of such balance sheet) or at the beginning
of such period (in the case of such statements of income and cash flows),
together with a certificate of Holdings to the effect that such pro forma
balance sheet fairly presents in all material respects the pro forma financial
position of Holdings and its Subsidiaries in accordance with GAAP, and which
financial statements shall not, in the reasonable judgment of the Arrangers,
reflect any material adverse change in the consolidated financial condition of
Holdings and its Subsidiaries, as reflected in the projections contained in the
Confidential Information Memorandum.

          (e) Fees. The Administrative Agent, Arrangers and the Lenders shall
have received all fees required to be paid, and all expenses and other
consideration presented for payment required to be paid or delivered, on or
before the Closing Date.

          (f) Lien Searches; Lien Perfection. (i) The Arrangers shall have
received substantially all the results of recent lien searches made with respect
to each of Holdings, the Company and its Subsidiaries in each of the relevant
jurisdictions with respect to Holdings, the Company and its Subsidiaries,
together with copies of financing statements disclosed by such searches and such
searches shall disclose no Liens on any assets encumbered by any Security
Document, except for Permitted Liens or, if Liens other than Permitted Liens are
disclosed, the Administrative Agent shall have received satisfactory evidence of
the release of such Liens and (ii) the Administrative Agent shall have received
duly executed financing statements on Form UCC-1 and each other document,
necessary or, in the opinion of the Administrative Agent, desirable to perfect
the Liens created by the Security Documents.

          (g) Credit Ratings. The Facility shall have received a Credit Rating
from each of Moody's and S&P.

          (h) Pledge Agreement. The Administrative Agent shall have received the
Holdings Pledge Agreement executed and delivered by duly authorized officers of
the parties thereto and in full force and effect.

          (i) Collateral Agreement. The Administrative Agent shall have received
the Collateral Agreement, executed and delivered by duly authorized officers of
the parties thereto and in full force and effect.


                                      -40-
<PAGE>
          (j) Guarantees. (i) The Administrative Agent shall have received a
Holdings Guarantee, executed and delivered by a duly authorized officer of
Holdings and in full force and effect.

          (ii) The Administrative Agent shall have received a Subsidiary
Guarantee, executed and delivered by a duly authorized officer of each of the
Domestic Subsidiaries of the Company except for (i) any Receivables SPV and (ii)
any Immaterial Subsidiary, and in full force and effect.

          (k) Patriot Act. Each of the Arrangers shall have received, at least
five Business Days prior to the Closing Date, all documentation and other
information required by regulatory authorities under applicable "know your
customer" and anti-money laundering rules and regulations, including, without
limitation, the Patriot Act.

          (l) Legal Opinions. The Administrative Agent shall have received,
dated the Closing Date and addressed to each of the Arrangers and the Lenders,
an opinion of (i) Gibson, Dunn & Crutcher LLP, counsel to the Credit Parties, in
substantially the form of Exhibit J-1, with such changes thereto as may be
approved by the Administrative Agent and its counsel, (ii) the general counsel
to the Company, in substantially the form of Exhibit J-2, with such changes
thereto as may be approved by the Administrative Agent and its counsel and (iii)
such local counsel as may have been reasonably requested by the Administrative
Agent, which opinions shall be in form and substance reasonably satisfactory to
the Administrative Agent.

          (m) Closing Certificate; Certified Organizational Documents; Good
Standing Certificate. The Administrative Agent shall have received (i) a Closing
Certificate of each Credit Party dated the Closing Date, in substantially the
form of Exhibits K-1, K-2 and K-3, respectively, with appropriate insertions and
attachments, including, without limitation, the certificate of incorporation,
limited partnership or formation, as applicable, of each Credit Party that is a
corporation, limited partnership or limited liability company, as applicable,
certified by the relevant authority of the jurisdiction of organization of such
Credit Party, in form and substance reasonably satisfactory to the
Administrative Agent and its counsel, executed by the President, any Vice
President or Chief Financial Officer and the Secretary or any Assistant
Secretary of Holdings, the Company and its Subsidiaries, respectively, and (ii)
a long form good standing certificate for each Credit Party from its
jurisdiction of organization.

          (n) Solvency Certificate. The Administrative Agent shall have received
a certificate, dated the Closing Date, in form, scope and substance satisfactory
to the Arrangers, from the Chief Financial Officer of Holdings, certifying that
each of the Credit Parties, after giving effect to the incurrence of
Indebtedness and the other transactions contemplated by this Agreement and the
other Credit Documents, is and will be Solvent.

          (o) Insurance. The Administrative Agent shall have received (i) a
schedule describing all insurance maintained by Holdings and its Subsidiaries
pursuant to subsection 8.5, and (ii) binders or certificate of insurance for
each policy set forth on such schedule insuring against casualty and other usual
and customary risks.

          (p) First Lien Credit Agreement. Amendments to the First Lien Credit
Agreement and the other First Lien Credit Documents (collectively, the "First
Lien Amendments"), shall have been duly executed and delivered by each party
thereto and shall be in full force and effect. The First Lien Credit Agreement
and the other First Lien Credit Documents, as amended by the First Lien
Amendments, shall be reasonably satisfactory in all respects to the Arrangers.
No default or event of default shall be continuing under the First Lien Credit
Agreement or the other First Lien Credit Documents.


                                      -41-
<PAGE>
          (q) Receivables Facility. The Receivables Facility shall have been
amended or replaced, or a written commitment to provide such a facility shall
have been provided, in a manner reasonably satisfactory to the Arrangers.

          (r) Litigation. On the Closing Date, except as disclosed by the
Company in filings with the Securities and Exchange Commission under the
Exchange Act since December 31, 2003 there shall be no actions, suits,
investigations, arbitrations, claims, or proceedings pending or, to the
knowledge of the Company and its Subsidiaries, threatened, nor shall there be
any judgment, decree, injunction, rule or order of any court, Governmental
Authority or arbitrator outstanding, against any Credit Party (x) with respect
to this Agreement or any other Credit Document or the transactions contemplated
hereby or thereby or (y) which is reasonably likely to have a material adverse
effect on (I) the transactions contemplated by the Credit Documents or on the
business, property, operations or financial condition of the Company or of the
Company and its Subsidiaries taken as a whole, in each case after giving effect
to the Transactions and the other transactions contemplated hereby or (II) the
validity or enforceability of any Credit Document or the rights or remedies of
the Lenders or the Administrative Agent hereunder or under any other Credit
Document.

          (s) Consents, Approvals and Filings. Except for the financing
statements contemplated by the Security Agreements and the Mortgages on the
Closing Date, all necessary governmental and other third party authorizations,
consents, approvals or waivers required in connection with the execution,
delivery and performance by the Credit Parties, and the validity and
enforceability against the Credit Parties, of the Credit Documents to which any
of them is a party, or otherwise in connection with the transactions
contemplated by the Credit Documents, shall have been obtained or made and
remain in full force and effect (except where the failure to do so would not
reasonably be expected to have a material adverse effect on (x) the business,
operations, property or financial condition of the Company and its Subsidiaries,
taken as a whole, or (y) (I) the validity or enforceability of this Agreement or
any other Credit Document or (II) the rights or remedies of the Administrative
Agent or the Lenders hereunder or thereunder), and all applicable waiting
periods shall have expired without any action being taken by any competent
authority which restrains or prevents such transactions or imposes materially
adverse conditions upon the consummation of such transactions.

          (t) Restrictions. The consummation of the Transactions and the other
transactions contemplated hereby shall not (i) violate any order, judgment,
writ, injunction, determination, award, decree, law, statute, rule or regulation
applicable to the Company or any of its Subsidiaries or any portion of their
properties or assets, or (ii) require any consent, approval or notice under, or
conflict with or result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) or prepayment event under, or result
in the creation of a lien under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, lease, agreement or other instrument or
obligation to which the Company or any of its Subsidiaries is a party or by
which any of them or any portion of their properties or assets may be bound.

          (u) Representations and Warranties. Each of the representations and
warranties made in or pursuant to Section 6 or which are contained in any other
Credit Document shall be true and correct in all material respects on and as of
the Closing Date.

          (v) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing on the Closing Date or after giving effect
to the Term Loans.


                                      -42-
<PAGE>
          (w) Intercreditor Agreement. The Administrative Agent shall have
received the Intercreditor Agreement, substantially in the form of Exhibit M,
executed and delivered by duly authorized officers of the parties thereto and in
full force and effect.

          (x) Insurance. The Administrative Agent shall have received insurance
certificates evidencing the maintenance by the Company of insurance satisfying
the requirements of subsection 6(h) of the Collateral Agreement.

          (y) Business Plan. The Administrative Agent shall have received a
detailed business plan of the Holdings and its Subsidiaries for the fiscal years
2005 through 2009 and for the fiscal quarters beginning with the second fiscal
quarter of 2005 and through and including the fourth fiscal quarter of 2006, in
form and substance satisfactory to the Arrangers. The Arrangers acknowledge that
the business plan delivered to them prior to the date hereof is satisfactory in
form and substance.

          SECTION 8. AFFIRMATIVE COVENANTS

          The Company hereby agrees that, so long as any Term Loan or Term Loan
Note remains outstanding and unpaid or any other amount is owing to any Lender
or the Administrative Agent hereunder or under any of the other Credit
Documents, the Company shall, and, in the case of the agreements contained in
subsections 8.3 through 8.6, and 8.8 through 8.9 and 8.11, shall cause each of
its Subsidiaries to:

          8.1 Financial Statements. Furnish to the Administrative Agent (with
sufficient copies for each Lender which the Administrative Agent shall promptly
furnish to each Lender):

          (a) as soon as available, but in any event within (i) 95 days after
     the end of each fiscal year of the Company or (ii) if earlier, 5 days after
     the initial deadline for the filing thereof with the Securities and
     Exchange Commission, a copy of the consolidated balance sheet of the
     Company and its consolidated Subsidiaries as at the end of such fiscal year
     and the related consolidated statements of stockholders' equity and cash
     flows and the consolidated statements of income of the Company and its
     Subsidiaries for such fiscal year, setting forth in each case in
     comparative form the figures for the previous year and, in the case of the
     consolidated balance sheet referred to above, reported on, without a "going
     concern" or like qualification or exception, or qualification arising out
     of the scope of the audit, or qualification which would affect the
     computation of financial covenants, by independent certified public
     accountants of nationally recognized standing;

          (b) as soon as available, but in any event not later than (i) 50 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Company or (ii) if earlier, 5 days after the initial deadline
     for the filing thereof with the Securities and Exchange Commission, the
     unaudited consolidated balance sheet of the Company and its Subsidiaries as
     at the end of each such quarter and the related unaudited consolidated
     statements of income and cash flows of the Company and its Subsidiaries for
     such quarterly period and the portion of the fiscal year of the Company
     through such date, setting forth in each case in comparative form the
     figures for the corresponding quarter in, and year to date portion of, the
     previous year, and the figures for such periods in the budget prepared by
     the Company and furnished to the Administrative Agent, certified by the
     chief financial officer, controller or treasurer of the Company as being
     fairly stated in all material respects;


                                      -43-
<PAGE>
          (c) as soon as available, but in any event not later than 25 days
     after the end of each month of each fiscal year of the Company (other than
     the months of March, June, September and December), the unaudited
     consolidated balance sheet of the Company and its Subsidiaries as at the
     end of such month and the related unaudited consolidated statements of
     income and cash flows of the Company and its Subsidiaries for such monthly
     period and the portion of the fiscal year of the Company through such date,
     setting forth in each case in comparative form the figures for the
     corresponding month in, and year to date portion of, the previous year, and
     the figures for such periods in the budget prepared by the Company and
     furnished by the Administrative Agent, certified by the chief financial
     officer, controller or treasurer of the Company as being fairly stated in
     all material respects;

          (d) as soon as available, but in any event not later than 45 days
     after the beginning of each fiscal year of the Company to which such budget
     relates, a preliminary consolidated quarterly operating budget for the
     Company and its Subsidiaries taken as a whole; and as soon as available,
     any material revision to or any final revision of any such preliminary
     annual operating budget or any such consolidated operating budget; and

          (e) concurrently with the delivery of financial statements pursuant to
     subsection 8.1(a) or (b), a certificate of the chief financial officer or
     treasurer of the Company setting forth, in reasonable detail, the
     computations of Capital Expenditures as of the last day of the fiscal
     period covered by such financial statements and the Secured Leverage Ratio
     as of such last day;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (c) and (d) of this subsection 8.1) in
accordance with GAAP.

          8.2 Certificates; Other Information. Furnish to the Administrative
Agent (with sufficient copies for each Lender which the Administrative Agent
shall promptly deliver to each Lender):

          (a) concurrently with the delivery of the consolidated financial
     statements referred to in subsection 8.1(a), a letter from the independent
     certified public accountants reporting on such financial statements stating
     that in making the examination necessary to express their opinion on such
     financial statements no knowledge was obtained of any Default or Event of
     Default under subsections 5.4(c), 9.1, 9.3, and 9.5 through 9.12, except as
     specified in such letter;

          (b) within 15 days of the delivery of the financial statements
     referred to in subsections 8.1(a) and (b) (except that the certificate
     referred to in clause (iii) below shall be delivered concurrently with such
     financial statements), a certificate of the chief financial officer or
     treasurer of the Company stating that, to the best of such officer's
     knowledge, during such period (i) no Subsidiary has been formed or acquired
     (or, if any such Subsidiary has been formed or acquired, the Company has
     complied with the requirements of subsection 8.9 with respect thereto),
     (ii) neither the Company nor any of its Subsidiaries has changed its name,
     its principal place of business, its chief executive office or the location
     of any material item of tangible Collateral without complying with the
     requirements of this Agreement and the Security Documents with respect
     thereto, (iii) each of the Company and its Subsidiaries has observed or
     performed all of its respective covenants and other agreements, and
     satisfied every material condition, contained in this Agreement, the Term
     Loan Notes and the other Credit Documents to be observed, performed or
     satisfied by it, and that such officer has obtained no knowledge of any
     Default or Event of Default except as specified in such certificate, (iv)
     showing in detail as of the


                                      -44-
<PAGE>
     end of the related fiscal period the figures and calculations supporting
     such statement in respect of subsection 9.1, clauses (b) and (e) of
     subsection 9.3 and subsections 9.6 through 9.9 and subsection 9.11 and any
     other calculations reasonably requested by the Administrative Agent with
     respect to the quantitative aspects of the other covenants contained
     herein, (v) if not specified in the financial statements delivered pursuant
     to subsection 8.1, specifying the aggregate amount of interest paid or
     accrued by the Company and its Subsidiaries, and the aggregate amount of
     depreciation, depletion and amortization charged on the books of the
     Company and its Subsidiaries, during such accounting period, and (vi)
     identify any owned Real Property of the Company or a Domestic Subsidiary
     acquired during such accounting period that, together with any improvements
     thereon, has a value of at least $5,000,000;

          (c) promptly upon receipt thereof, copies of all final reports
     submitted to the Company or to any of its Subsidiaries by independent
     certified public accountants in connection with each annual, interim or
     special audit of the books of the Company or any of its Subsidiaries made
     by such accountants, and, upon the request of any Lender (through the
     Administrative Agent), any final comment letter submitted by such
     accountants to management in connection with their annual audit;

          (d) promptly upon their becoming available, copies of all financial
     statements, reports, notices and proxy statements sent or made available to
     the public generally by Holdings, the Company or any of their Subsidiaries,
     if any, and all regular and periodic reports and all final registration
     statements and final prospectuses, if any, filed by the Company or any of
     its Subsidiaries with any securities exchange or with the Securities and
     Exchange Commission or any Governmental Authority succeeding to any of its
     functions;

          (e) concurrently with the delivery of the financial statements
     referred to in subsections 8.1(a) and (b), a management summary describing
     and analyzing the performance of the Company and its Subsidiaries during
     the periods covered by such financial statements;

          (f) within 50 days after the end of each fiscal quarter, a summary of
     all Asset Sales during such fiscal quarter including (i) the amount of all
     Net Proceeds from such Asset Sales not previously applied to prepayments of
     the Term Loans pursuant to subsection 5.4(c)(iii) and (ii) the amount of
     all Net Proceeds from such Asset Sales applied to prepayments of the First
     Lien Loans;

          (g) within 50 days after the end of each fiscal year, a summary of all
     Recovery Events during such period for which proceeds received by Holdings
     or its Subsidiaries exceeded $1,000,000;

          (h) within 50 days after the end of each fiscal year, a summary of all
     acquisitions effected pursuant to subsection 9.6(g)(B), for which the
     amount of individual expenditures exceeded $1,000,000, which summary shall
     include the amount of expenditures in connection with such acquisitions and
     the dates on which such acquisitions were consummated;

          (i) promptly upon the effectiveness thereof, copies of any waiver,
     amendment, restatement, amendment and restatement, supplement or other
     modification, refinancing or replacement of any of (i) the First Lien
     Facility or the First Lien Credit Documents, (ii) the Receivables Facility
     or the documentation with respect to any Receivables Facility, and (iii)
     any Permanent Subordinated Debt or the documentation with respect to any
     Permanent Subordinated


                                      -45-
<PAGE>
     Debt, and prompt written notice of any default, event of default,
     acceleration of maturity, termination or non-renewal of, or with respect
     to, any of the foregoing; and

          (j) promptly, such additional financial and other information as any
     Lender may from time to time reasonably request (through the Administrative
     Agent).

          8.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations and liabilities of whatever nature, except (a) when the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company or any of its Subsidiaries, as the case may
be, (b) for delinquent obligations which do not have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole and (c) for
trade and other accounts payable in the ordinary course of business which are
not overdue for a period of more than 90 days or, if overdue for more than 90
days, as to which a dispute exists and adequate reserves in conformity with GAAP
have been established on the books of the Company or any of its Subsidiaries, as
the case may be.

          8.4 Conduct of Business and Maintenance of Existence. Continue to
engage in businesses of the same general type as now conducted by it, and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all material rights, material privileges,
franchises, copyrights, patents, trademarks and trade names necessary or
desirable in the normal conduct of its business except for rights, privileges,
franchises, copyrights, patents, trademarks and tradenames the loss of which
would not in the aggregate have a material adverse effect on the business,
operations, property or financial condition of the Company and its Subsidiaries
taken as a whole, and except as otherwise permitted by subsections 9.4 and 9.5;
and comply with all applicable Requirements of Law except to the extent that the
failure to comply therewith would not, in the aggregate, have a material adverse
effect on the business, operations, property or financial condition of the
Company and its Subsidiaries taken as a whole.

          8.5 Maintenance of Property; Insurance. (a) Keep all property useful
and necessary in its business in good working order and condition (ordinary wear
and tear excepted); and

          (b) Maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and with only such
deductibles as are usually maintained by, and against at least such risks (but
including, in any event, public liability insurance) as are usually insured
against in the same general area by, companies engaged in the same or a similar
business, and furnish to the Administrative Agent, (i) annually, a schedule
disclosing (in a manner substantially similar to that used in the schedule
provided pursuant to subsection 7.1(o)) all insurance against products liability
risk maintained by the Company and its Subsidiaries pursuant to this subsection
8.5(b) or otherwise and (ii) upon written request of any Lender, full
information as to the insurance carried; provided that the Company may implement
programs of self insurance in the ordinary course of business and in accordance
with industry standards for a company of similar size so long as reserves are
maintained in accordance with GAAP for the liabilities associated therewith.

          8.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and activities
which permit financial statements to be prepared in conformity with GAAP and all
Requirements of Law; and permit representatives of any Lender upon reasonable
notice (made through the Administration Agent and no more frequently than
quarterly unless a Default or Event of Default shall have occurred and be
continuing) to visit and inspect any of its properties and examine


                                      -46-
<PAGE>
and make abstracts from any of its books and records at any reasonable time and
as often as may reasonably be requested upon reasonable notice, and to discuss
the business, operations, assets and financial and other condition of the
Company and its Subsidiaries with officers and employees thereof and with their
independent certified public accountants with prior reasonable notice to, and
coordination with, the chief financial officer or the treasurer of the Company.

          8.7 Notices. Promptly give notice to the Administrative Agent (to be
distributed by the Administrative Agent to the Lenders):

          (a) of the occurrence of any Default or Event of Default;

          (b) of any (i) default or event of default under any instrument or
     other agreement, guarantee or collateral document of the Company or any of
     its Subsidiaries which default or event of default has not been waived and
     would have a material adverse effect on the business, operations, property
     or financial condition of the Company and its Subsidiaries taken as a
     whole, or any other default or event of default under any such instrument,
     agreement, guarantee or other collateral document which, assuming for the
     purposes of this subsection 8.7(b) only that the threshold amount contained
     in the proviso to clause (e) of Section 10 were $7,500,000, would have
     constituted a Default or Event of Default under this Agreement, or (ii)
     litigation, investigation or proceeding which may exist at any time between
     the Company or any of its Subsidiaries and any Governmental Authority, or
     receipt of any notice of any environmental claim or assessment against the
     Company or any of its Subsidiaries by any Governmental Authority, which in
     any such case, there is a probability of an adverse determination and which
     if adversely determined, would have a material adverse effect on the
     business, operations, property or financial condition of the Company and
     its Subsidiaries taken as a whole;

          (c) of any litigation or proceeding against the Company or any of its
     Subsidiaries (i) in which more than $5,000,000 of the amount claimed is not
     covered by insurance or (ii) in which injunctive or similar relief is
     sought which if obtained would have a material adverse effect on the
     business, operations, property or financial condition of the Company and
     its Subsidiaries taken as a whole;

          (d) of the following events, as soon as practicable after, and in any
     event within 30 days after, the Company knows or has reason to know
     thereof: (i) the occurrence of any Reportable Event with respect to any
     Plan which Reportable Event could reasonably result in material liability
     to the Company and its Subsidiaries taken as a whole, or (ii) the
     institution of proceedings or the taking of any other action by PBGC, the
     Company or any Commonly Controlled Entity to terminate, withdraw or
     partially withdraw from any Plan and, with respect to a Multiemployer Plan,
     the Reorganization or Insolvency of such Plan, in each of the foregoing
     cases which could reasonably result in material liability to the Company
     and its Subsidiaries taken as a whole, and in addition to such notice,
     deliver to the Administrative Agent and each Lender whichever of the
     following may be applicable: (A) a certificate of a Responsible Officer of
     the Company setting forth details as to such Reportable Event and the
     action that the Company or such Commonly Controlled Entity proposes to take
     with respect thereto, together with a copy of any notice of such Reportable
     Event that may be required to be filed with PBGC, or (B) any notice
     delivered by PBGC evidencing its intent to institute such proceedings or
     any notice to PBGC that such Plan is to be terminated, as the case may be;


                                      -47-
<PAGE>
          (e) concurrently with the delivery of the information delivered
     pursuant to subsection 8.2(f) and each prepayment required pursuant to
     subsection 5.4(c)(iii), of any Asset Sale or substantially like-kind
     exchange of real property by the Company or any of its Subsidiaries; and

          (f) of a material adverse change known to the Company or its
     Subsidiaries in the business, operations, property or financial condition
     of the Company and its Subsidiaries taken as a whole.

Each notice pursuant to this subsection 8.7 shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and (in the cases of clauses (a) through (d)) stating what
action the Company proposes to take with respect thereto.

          8.8 Environmental Laws. (a) (i) Comply with all Environmental Laws
applicable to it, and obtain, comply with and maintain any and all Environmental
Permits necessary for its operations as conducted and as planned; and (ii) take
reasonable efforts to ensure that all of its tenants, subtenants, contractors,
subcontractors, and invitees comply with all Environmental Laws, and obtain,
comply with and maintain any and all Environmental Permits, applicable to any of
them insofar as any failure to so comply, obtain or maintain could result in a
material adverse effect on the business, operations, property or financial
condition of the Company and its Subsidiaries taken as a whole. Noncompliance by
the Company or any of its Subsidiaries with any applicable Environmental Law or
Environmental Permit shall be deemed not to constitute a breach of this
subsection 8.8(a); provided that, upon learning of any such noncompliance, the
Company and its Subsidiaries shall promptly undertake reasonable efforts to
achieve compliance or to contest by appropriate proceedings any alleged
noncompliance and, provided further, that, in any case, such noncompliance, and
any other noncompliance with Environmental Law and any contesting of allegations
of noncompliance with Environmental Laws, individually or in the aggregate,
after giving effect to any compliance efforts promptly undertaken and diligently
pursued, would not reasonably be expected to give rise to a material adverse
effect on the business, operations, property or financial condition of the
Company and its Subsidiaries taken as a whole.

          (b) Comply in a timely manner with all orders and lawful directives
regarding Environmental Laws issued to the Company or any of its Subsidiaries by
any Governmental Authority, other than such orders and lawful directives as to
which an appeal or other challenge has been timely and properly taken in good
faith and the pendency of any and all such appeals and other challenges could
not reasonably be expected to give rise to a material adverse effect on the
business, operations, property or financial condition of the Company and its
Subsidiaries taken as a whole.

          (c) Maintain, update as appropriate, and implement in all material
respects an environmental program reasonably designed to (i) ensure that the
Company, its Subsidiaries, any of their respective operations (including,
without limitation, disposal), and any properties owned, leased or operated by
any of them, attain and remain in substantial compliance with all applicable
Environmental Laws; (ii) reasonably and prudently manage any liabilities or
potential liabilities that the Company, any of the other Credit Parties, any of
their respective operations (including, without limitation, disposal), and any
properties owned or leased by any of them, may have under all applicable
Environmental Laws; and (iii) ensure that the Company and its Subsidiaries
undertake reasonable efforts to identify, and reasonably evaluate, issues of
compliance with and liability under Environmental Laws prior to acquiring,
directly or indirectly, any ownership or leasehold interest in real property, or
other interest in any real property that could give rise to the Company or any
of its Subsidiaries being subjected to liability under any Environmental Law as
a result of such acquisition.


                                      -48-
<PAGE>
          8.9 Additional Collateral. (a) Subject to subsections 8.9(f) and (g),
with respect to any assets acquired after the Closing Date by the Company or any
of the Subsidiary Guarantors that are intended to be subject to the Lien created
by any of the Security Documents but which are not so subject (but, in any
event, excluding (w) any assets described in paragraph (b) or (c) of this
subsection, (x) assets acquired or owned pursuant to subsection 9.6(h) that are
not (I) equity interests to the extent that a pledge of such interests would not
be prohibited under the governing documents or agreements with respect to the
entity to which such interests relate or by any agreements to which such entity
is a party or (II) assets of Subsidiary Guarantors, (y) immaterial assets and
(z) Receivables Facility Assets), promptly (and in any event within 30 days
after the acquisition thereof): (i) execute and deliver to the Administrative
Agent such amendments or supplements to the relevant Security Documents or such
other documents as the Administrative Agent shall deem necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a Lien on
such assets, and (ii) take all actions necessary or advisable to cause such Lien
to be duly perfected to the extent required by such Security Document in
accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent.

          (b) With respect to any Person that is or becomes a Subsidiary (other
than (w) any Immaterial Subsidiary (so long as such Subsidiary remains an
Immaterial Subsidiary), (x) subject to the provisions of subsection 8.9(g), any
Receivables SPV and (y) any Foreign Subsidiary), promptly upon the request of
the Administrative Agent: (i) execute and deliver to the Administrative Agent,
for the benefit of the Lenders, a new pledge agreement or such amendments to the
Collateral Agreement as the Administrative Agent reasonably shall deem necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a Lien on any Capital Stock of such Subsidiary, (ii) after the
Discharge of First Lien Obligations, deliver to the Administrative Agent the
certificates representing such Capital Stock, together with undated stock powers
executed and delivered in blank by a duly authorized officer of the Company or
such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to
become a party to the Subsidiary Guarantee and the Subsidiary Security Agreement
or such comparable documentation which is in form and substance reasonably
satisfactory to the Administrative Agent, and (B) to take all actions necessary
or advisable to cause the Lien created by the Subsidiary Security Agreement to
be duly perfected to the extent required by such agreement in accordance with
all applicable Requirements of Law, including, without limitation, the filing of
financing statements in such jurisdictions as may be reasonably requested by the
Administrative Agent.

          (c) With respect to any Person that is or becomes a Foreign Subsidiary
(excluding any Immaterial Subsidiary so long as it remains as such), promptly:
(i) execute and deliver to the Administrative Agent a new pledge agreement or
such amendments to the Collateral Agreement as the Administrative Agent
reasonably shall deem necessary or advisable to grant to the Administrative
Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such
Subsidiary which is owned by the Company or any of its Domestic Subsidiaries
(provided that in no event shall more than 65% of the total combined voting
equity or its equivalent of any such Foreign Subsidiary be required to be so
pledged, although all non-voting equity and its equivalent which is owned by the
Company or any of its Domestic Subsidiaries shall be required to be so pledged)
and (ii) if such Capital Stock is issued in certificated form, after the
Discharge of First Lien Obligations, deliver to the Administrative Agent any
certificates representing such Capital Stock, together with undated stock powers
executed and delivered in blank by a duly authorized officer of the Company or
such Subsidiary, as the case may be, and take or cause to be taken all such
other actions under the law of the jurisdiction of organization of such Foreign
Subsidiary as may be necessary or advisable to perfect such Lien on such Capital
Stock, and if reasonably requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described in clauses
(i) and (ii) immediately preceding, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.


                                      -49-
<PAGE>
          (d) In the event that at any time after the Closing Date, any
Subsidiary which was previously an Immaterial Subsidiary ceases to be an
Immaterial Subsidiary, the Company shall cause such Subsidiary to take all
action, if any, that would be required pursuant to preceding subsections 8.9(b)
and (c) with respect to a Person which then became a Subsidiary.

          (e) Within 60 days of the Closing Date (or such longer period as may
be reasonably agreed to by the Administrative Agent), the Administrative Agent
shall have received (i) fully executed counterparts of deeds of trust, mortgages
and similar documents in each case in form and substance reasonably satisfactory
to the Administrative Agent and substantially in the form of Exhibit L (each a
"Mortgage" and collectively, the "Mortgages") covering all the Mortgaged
Properties, and arrangements reasonably satisfactory to the Administrative Agent
shall be in place to provide that counterparts of such Mortgages shall be
promptly recorded upon execution in all places to the extent necessary or
desirable, in the reasonable judgment of the Administrative Agent, effectively
to create a valid and enforceable second priority (or, after the Discharge of
First Lien Obligations, first priority) Lien, subject only to Permitted Liens,
on each Mortgaged Property in favor of the Administrative Agent (or such other
trustee as may be required or desired under local law) for the benefit of the
Lenders, (ii) a lender's title insurance policy, paid for by the Company, issued
by a nationally recognized title insurance company, together with such
endorsements, coinsurance and reinsurance as may be reasonably requested by the
Administrative Agent, in form and substance reasonably acceptable to the
Administrative Agent, insuring each Mortgage as a first (or, prior to the
Discharge of First Lien Obligations, second) lien on the relevant Mortgaged
Property and subject only to Liens expressly agreed to by the Administrative
Agent and (iii) such appropriate surveys of any parcel of mortgaged Real
Property as are reasonably required by the Administrative Agent.

          (f) Upon the request of the Administrative Agent, the Company will,
and will cause its Wholly-Owned Subsidiary Guarantors to, promptly grant to the
Administrative Agent, within 60 days of such request, security interests and
mortgages (an "Additional Mortgage") in such owned Real Property of the Company
and its Domestic Subsidiaries as are acquired after the Closing Date by the
Company or such Subsidiary and that, together with any improvements thereon,
individually have a value of at least $5,000,000, as additional security for the
obligations of the Credit Parties under any Credit Document (unless the subject
property is already mortgaged to a third party other than the First Lien
Administrative Agent, to the extent permitted by subsection 9.2) (it being
understood that the provisions of this subsection 8.9(f) will apply to the Real
Property subject to the Industrial Revenue Bonds at such time that the
Industrial Revenue Bonds are repaid, as if such Real Property were acquired on
the date of such repayment). Such Mortgages shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the
Administrative Agent and shall constitute valid and enforceable perfected Liens
subject only to Permitted Liens and such other Liens reasonably acceptable to
the Administrative Agent. The Additional Mortgages or instruments related
thereto shall be duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in favor
of the Administrative Agent required to be granted pursuant to the Additional
Mortgages and all taxes, fees and other charges payable in connection therewith
shall be paid in full. If requested by the Administrative Agent or the Required
Lenders, the Company shall provide a lender's title policy with respect to each
such Additional Mortgage conforming to the requirements of subsection 8.9(e).

          (g) All capital stock of each Receivables SPV, if any, shall be
required to be pledged pursuant to the Collateral Agreement; provided that (A)
to the extent prohibited by the relevant Receivables Facility (and so long as
such Receivables Facility is in effect and contains such prohibition), no
security interest will be required in the Capital Stock of the respective
Receivables SPV and (B) to the extent the stock of a Receivables SPV is required
to be pledged to secure amounts owing under the respective Receivables Facility,
the Company shall use commercially reasonable efforts to grant a second


                                      -50-
<PAGE>
(or, prior to the Discharge of First Lien Obligations, third) priority perfected
security interest in such Capital Stock to secure the obligations pursuant to
the Credit Documents (and shall take all action in connection therewith as may
reasonably be requested by the Administrative Agent).

          8.10 Credit Ratings. Maintain at all times a Credit Rating for the
Facility by each of S&P and Moody's.

          8.11 Taxes. File or cause to be filed all Federal, state and other
material tax returns that are required to be filed and pay all taxes shown to be
due and payable on said returns or on any assessments made against it or any of
its property and all other taxes, fees or other charges imposed on it or any of
its property by any Governmental Authority (other than any which are currently
being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the
relevant Credit Party).

          8.12 Post-Closing Covenants. Deliver or cause to be delivered the
documents and other agreements and perform the agreements set forth on Schedule
8.12 within the time frames specified on such Schedule 8.12.

          SECTION 9. NEGATIVE COVENANTS

          The Company hereby agrees that it shall not, and the Company shall not
permit any of its Subsidiaries to, directly or indirectly so long as any Term
Loan or Term Loan Note remains outstanding and unpaid or any amount is owing to
any Lender or the Administrative Agent hereunder or under any other Credit
Document (it being understood that each of the permitted exceptions to each of
the covenants in this Section 9 is in addition to, and not overlapping with, any
other of such permitted exceptions except to the extent expressly provided):

          9.1 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

          (a) the Indebtedness outstanding on the Closing Date and reflected on
     Schedule 9.1(a), including the refinancing of any such Indebtedness on
     terms and conditions taken as a whole no less favorable to the Company and
     its Subsidiaries or the Lenders;

          (b) Indebtedness consisting of the Term Loans;

          (c) Indebtedness (i) of the Company to any Subsidiary, (ii) of any
     Subsidiary Guarantor to the Company or any other Subsidiary; (iii) of any
     Foreign Subsidiary or other Subsidiary that is not a Subsidiary Guarantor
     to the Company or any other Subsidiary in an aggregate principal amount at
     any time outstanding not to exceed $5,000,000 plus the sum of any amounts
     dividended or distributed to the Company or any Subsidiary Guarantor by any
     Foreign Subsidiary, less the sum of (A) the amount of any guarantees of
     obligations of Foreign Subsidiaries pursuant to subsection 9.3(c)(ii) and
     (B) the amount of any investments made in a Foreign Subsidiary pursuant to
     subsection 9.6(b)(iv); (iv) [RESERVED]; and (v) of any Receivables SPV to
     the Company or any other Subsidiary in respect of receivables purchased by
     such Receivables SPV from such Person and as evidenced by a promissory note
     or notes in an aggregate principal amount not to exceed the difference
     between the face amount of such purchased receivables and the amount of
     Receivables Facility Attributed Indebtedness, less any amount outstanding
     in accordance with subsection 9.6(b)(v); provided that, in the case of each
     of clauses (i) through (v) above, if (A) a Default or Event of Default is
     in existence and (B) the Administrative Agent or Required Lenders so
     request, the Indebtedness referred to in this clause


                                      -51-
<PAGE>
     (c) shall be evidenced by a promissory note or promissory notes which shall
     be pledged to the Administrative Agent on terms and conditions satisfactory
     to the Administrative Agent;

For purposes of this subsection 9.1(c), the payment, or intercompany loans or
advances for such purpose, by the Company or any Subsidiary of expenses and
operating costs of the Company or any Subsidiary Guarantor (x) incurred in the
ordinary course of business or (y) incurred in association with the initial
establishment, start up and capitalization of the Company and any Subsidiary
Guarantor shall not be considered to be a loan, advance, dividend or other
investment, and shall be permitted under this Agreement and such payments shall
not reduce any permitted amounts to be so made as specified herein;

          (d) Indebtedness of the Company in respect of:

               (i) up to $135,000,000 principal amount of the Senior
          Subordinated Notes; and

               (ii) Permanent Subordinated Debt in an aggregate principal amount
          at any time outstanding not to exceed (A) the sum of $135,000,000 and
          6% of such amount less (B) the aggregate principal amount of
          Indebtedness then outstanding pursuant to the preceding clause (i)
          (after giving effect to any repayment thereof with the proceeds of the
          Permanent Subordinated Debt), the proceeds (net of any fees and
          expenses in connection therewith) of which shall be applied to prepay,
          redeem, retire or repurchase either the Senior Subordinated Notes or
          Permanent Subordinated Debt plus (C) subject to the requirements of
          clause (ii) of subsection 5.4(c) hereof, an amount, which when added
          to the amount referred to in subclause (A) of this clause (ii) of this
          subsection 9.1(d), shall not exceed in the aggregate $200,000,000 plus
          6% of such amount;

          (e) Indebtedness of the Company and its Subsidiaries for industrial
     revenue bonds or other similar governmental and municipal bonds, for the
     deferred purchase price of newly acquired property and to finance equipment
     of the Company and its Subsidiaries (pursuant to purchase money mortgages
     or otherwise and whether owed to the seller or a third party) used in the
     ordinary course of business (provided such financing is entered into within
     180 days of the acquisition of such property) of the Company and its
     Subsidiaries in an amount (based on the remaining balance of the
     obligations therefor on the books of the Company and its Subsidiaries)
     which shall not exceed $25,000,000 in the aggregate at any one time
     outstanding and Indebtedness of the Company and its Subsidiaries in respect
     of Financing Leases to the extent subsections 9.7, 9.9 and 9.10 would not
     be contravened;

          (f) Indebtedness of the Company and its Subsidiaries in an aggregate
     principal amount at any one time outstanding not in excess of $25,000,000;

          (g) Indebtedness of any Receivables SPV pursuant to any Receivables
     Facility;

          (h) Indebtedness in respect of trade letters of credit or surety bonds
     in an aggregate principal amount equal to $25,000,000 at any one time
     outstanding;

          (i) Indebtedness (i) assumed in connection with acquisitions permitted
     by subsection 9.6(g) (so long as such Indebtedness was not incurred in
     anticipation of the respective acquisition), (ii) of newly acquired
     Subsidiaries acquired in such acquisitions (so long as such Indebtedness
     was not incurred in anticipation of the respective acquisition) and (iii)
     owed to the seller in any acquisition permitted by subsection 9.6(g)
     constituting part of the purchase price


                                      -52-
<PAGE>
     thereof, all of which Indebtedness permitted by this subsection 9.1(i)
     shall not exceed in the aggregate at any one time $25,000,000 outstanding;

          (j) Indebtedness in connection with workmen's compensation obligations
     and general liability exposure of the Company and its Subsidiaries;

          (k) Additional unsecured subordinated indebtedness of the Company and
     its Subsidiaries (which Indebtedness shall be subordinated to all
     obligations pursuant to the Credit Documents pursuant to subordination
     terms which are at least as favorable to the Lenders as those contained in
     the Indebtedness referenced in preceding paragraph (d)), provided that (i)
     such Indebtedness shall not exceed $10,000,000 in aggregate principal
     amount at any time outstanding plus any additional principal amount of such
     Indebtedness issued in lieu of cash interest on such outstanding
     Indebtedness or any refinancing thereof, (ii) no part of the principal
     amount of such Indebtedness shall have a maturity date earlier than the
     one-year anniversary of the Maturity Date and (iii) the non-default
     interest rate thereon shall not exceed 12% per annum;

          (l) Indebtedness of Foreign Subsidiaries to a Person other than a
     Credit Party in an aggregate principal amount at any time outstanding not
     in excess of the equivalent at the date of each incurrence thereof of
     $25,000,000; and

          (m) Indebtedness (to the extent constituting Credit Agreement
     Indebtedness) under the First Lien Credit Agreement that constitutes First
     Lien Obligations pursuant to the terms of the Intercreditor Agreement;
     provided that (x) the aggregate principal amount of term loans under the
     First Lien Credit Agreement shall not exceed (I) $90,000,000 plus
     $7,500,000 minus (II) the aggregate principal amount of any repayments or
     prepayments of term loans under the First Lien Credit Agreement after the
     Closing Date (except in connection with a refinancing or replacement that
     does not constitute a Discharge of First Lien Obligations pursuant to the
     terms of the Intercreditor Agreement), (y) the aggregate principal amount
     of revolving loans, swing line loans and letters of credit under the First
     Lien Credit Agreement shall not exceed $50,000,000 minus the aggregate
     amount of voluntary or mandatory permanent commitment reductions under the
     First Lien Credit Agreement after the Closing Date (except in connection
     with a refinancing or replacement that does not constitute a Discharge of
     First Lien Obligations pursuant to the terms of the Intercreditor
     Agreement) and (z) the aggregate principal amount of Indebtedness
     (including letters of credit) at any time outstanding under the First Lien
     Credit Agreement shall not exceed the sum of the amounts permitted under
     clauses (x) and (y) (the "Permitted First Lien Indebtedness").

          9.2 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets, income or profits, whether now owned or
hereafter acquired, except:

          (a) Liens for taxes, assessments or other governmental charges not yet
     delinquent or which are being contested in good faith and by appropriate
     proceedings if adequate reserves with respect thereto are maintained on the
     books of the Company or such Subsidiary, as the case may be, in accordance
     with GAAP;

          (b) carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other like Liens arising in the ordinary course of business
     in respect of obligations which are not yet due or which are bonded or
     which are being contested in good faith and by appropriate proceedings if
     adequate reserves with respect thereto are maintained on the books of the
     Company or such Subsidiary, as the case may be, in accordance with GAAP;


                                      -53-
<PAGE>
          (c) pledges or deposits in connection with workmen's compensation,
     unemployment insurance and other social security legislation;

          (d) deposits to secure the performance of bids, tenders, trade or
     government contracts (other than for borrowed money), leases, licenses,
     statutory obligations, surety and appeal bonds, performance bonds and other
     obligations of a like nature incurred in the ordinary course of business;

          (e) easements (including, without limitation, reciprocal easement
     agreements), rights-of-way, building, zoning and similar restrictions,
     utility agreements, covenants, reservations, restrictions, encroachments,
     changes, and other similar encumbrances or title defects incurred, or
     leases or subleases granted to others, in the ordinary course of business,
     which do not in the aggregate materially detract from the aggregate value
     of the properties of the Company and its Subsidiaries, taken as a whole, or
     in the aggregate materially interfere with or adversely affect in any
     material respect the ordinary conduct of the business of the Company and
     its Subsidiaries on the properties subject thereto, taken as a whole;

          (f) Liens in favor of the Administrative Agent and the Lenders
     pursuant to the Credit Documents and bankers' liens arising by operation of
     law;

          (g) Liens on property of the Company or any of its Subsidiaries
     created solely for the purpose of securing Indebtedness permitted by
     subsection 9.1(e) representing or incurred to finance, refinance or refund
     the purchase price of property, 9.1(i) (so long as in the case of clauses
     (i) and (ii) thereof such Lien was not incurred in anticipation of the
     related acquisition) or 9.1(l) provided that (x) no such Lien incurred in
     connection with Indebtedness pursuant to subsection 9.1(e) and 9.1(i) shall
     extend to or cover other property of the Company or such Subsidiary other
     than the respective property so acquired, and the principal amount of
     Indebtedness secured by any such Lien shall at no time exceed the original
     purchase price of such property (plus any interest on such Indebtedness
     that is payable-in-kind or accretes to the principal of such Indebtedness)
     and (y) no such Lien incurred in connection with Indebtedness pursuant to
     subsection 9.1(l) shall extend to any property other than the property of
     one or more Foreign Subsidiaries;

          (h) Liens existing on the Closing Date and described in subsection
     6.13 or Schedule 9.2(h) (including the extension of any Liens listed on
     such Schedule relating to any Indebtedness permitted under subsection
     9.1(a) in connection with any refinancing of such Indebtedness permitted by
     such subsection and any Liens securing Indebtedness to be repaid on the
     Closing Date to the extent the Company has made arrangements to terminate
     such Liens in a manner satisfactory to the Administrative Agent), provided
     that no such Lien shall extend to or cover other property of the Company or
     the respective Subsidiary other than the respective property so encumbered
     and the principal amount of Indebtedness secured by any such Lien shall at
     no time exceed the original principal amount of the Indebtedness so
     secured;

          (i) (i) mortgages, liens, security interests, restrictions,
     encumbrances or any other matter of record that have been placed by any
     developer, landlord or other third party on property over which the Company
     or any Subsidiary of the Company has easement rights or on any Leased
     Property and subordination or similar agreements relating thereto and (ii)
     any condemnation or eminent domain proceedings affecting any real property;


                                      -54-
<PAGE>
          (j) Liens in connection with workmen's compensation obligations and
     general liability exposure of the Company and its Subsidiaries;

          (k) Liens on goods (and proceeds thereof) securing reimbursement
     obligations in respect of commercial letters of credit issued in accordance
     with the terms of this Agreement;

          (l) Liens on any Receivables Facility Assets to the extent required to
     secure the repayment of any Indebtedness incurred under any Receivables
     Facility permitted by subsection 9.1(g); and

          (m) Liens on the Collateral securing the First Lien Obligations;
     provided that the aggregate principal amount of Indebtedness constituting
     such First Lien Obligations does not exceed the maximum amount of the
     Permitted First Lien Indebtedness under subsection 9.1(m).

          9.3 Limitation on Contingent Obligations. Create, incur, assume or
suffer to exist any Contingent Obligation except:

          (a) the Guarantees;

          (b) other guarantees by the Company incurred in the ordinary course of
     business for an aggregate amount not to exceed $5,000,000 at any one time
     outstanding;

          (c) guarantees by the Company or any Domestic Subsidiary (i) of
     obligations of Subsidiary Guarantors or the Company and (ii) of obligations
     of Foreign Subsidiaries or other Subsidiaries of the Company that are not
     Subsidiary Guarantors in an aggregate principal amount not to exceed
     $5,000,000 plus the sum of any amounts dividended or distributed to the
     Company or any Subsidiary Guarantors by such Foreign Subsidiaries, less any
     amounts outstanding in accordance with subsections 9.1(c)(iii) and
     9.6(b)(iv);

          (d) Contingent Obligations existing on the Closing Date and described
     in Schedule 9.3(d) and Contingent Obligations relating to any Indebtedness
     permitted under subsection 9.1(a);

          (e) guarantees of obligations to third parties in connection with
     relocation of employees of the Company or any of its Subsidiaries, in an
     amount which, together with all loans and advances made pursuant to
     subsection 9.6(f), shall not exceed $5,000,000 at any time outstanding;

          (f) Contingent Obligations in connection with workmen's compensation
     obligations and general liability exposure of the Company and its
     Subsidiaries;

          (g) subordinated guarantees in respect of the Permanent Subordinated
     Debt provided by one or more Subsidiary Guarantors (which guarantees may
     remain in effect only so long as the respective such entity remains a
     Subsidiary Guarantor); provided that such subordinated guarantees are
     subordinated to the Guarantees on substantially the same basis as the
     Permanent Subordinated Debt is subordinated to the Term Loans;

          (h) with respect to any Receivables Facility, the Company and its
     Subsidiaries may provide Standard Securitization Undertakings; and


                                      -55-
<PAGE>
          (i) guarantees by Domestic Subsidiaries of First Lien Obligations
     (which guarantees may remain in effect only so long as the respective
     entity remains a Subsidiary Guarantor); provided that the aggregate
     principal amount of Indebtedness constituting such First Lien Obligations
     does not exceed the maximum amount of the Permitted First Lien Indebtedness
     under subsection 9.1(m).

          9.4 Prohibition of Fundamental Changes. Enter into any merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or engage in any type of business other
than of the same general type now conducted by it, except (a) for the
transactions otherwise permitted pursuant to subsection 9.6(g) or subsection
9.5(b), (b) any Subsidiary of the Company may be merged with and into the
Company or a Subsidiary Guarantor (in each case so long as no merger
consideration is paid in connection therewith to a Person other than the Company
or a Wholly-Owned Subsidiary Guarantor and, in the case of a merger involving
the Company, the Company is the surviving entity), (c) any Foreign Subsidiary of
the Company may be merged with and into the Company or a Wholly-Owned
Subsidiary, (d) Subsidiaries with a net book value not greater than $250,000 may
be dissolved and (e) any Subsidiary (other than Werner) may otherwise be
dissolved; provided that upon dissolution, the assets of such Subsidiary are
transferred to the Company or a Subsidiary Guarantor or, in the case of a
dissolution of a Foreign Subsidiary, such assets are transferred to the Company
or a Wholly-Owned Subsidiary on the terms and subject to the conditions set
forth in subsection 9.5(b).

          9.5 Prohibition on Sale of Assets. Convey, sell (including pursuant to
a sale-leaseback transaction), lease (other than a sublease of real property),
assign, transfer or otherwise dispose of (including through a transaction of
merger or consolidation) any of its property, business or assets (including,
without limitation, other payments and receivables but excluding leasehold
interests), whether now owned or hereafter acquired, except:

          (a) for sales or other dispositions of inventory in the ordinary
     course of business;

          (b) that the Company or any Subsidiary of the Company may sell, lease,
     transfer or otherwise dispose of any or all of its assets (upon voluntary
     liquidation or otherwise) to, and any Subsidiary of the Company may merge
     with and into, the Company or a Subsidiary Guarantor, or, in the case of
     any Foreign Subsidiary of the Company, the Company or a Wholly-Owned
     Subsidiary), and the Company or any Subsidiary of the Company may sell or
     otherwise dispose of, or part with control of any or all of, the Capital
     Stock of any Subsidiary to a Subsidiary Guarantor or the Company; provided
     that, no such transaction may be effected if it would result in the
     transfer of any assets of, or any Capital Stock of, the Company or a
     Subsidiary to, or the merger with and into, another Subsidiary all of the
     Capital Stock of which owned by the Company or any Subsidiary has not been
     pledged to the Administrative Agent and which has not guaranteed the
     obligations of the Company, for the benefit of the Lenders, under the Term
     Loan Notes and this Agreement, and granted liens or security interests in
     favor of the Administrative Agent, for the benefit of the Lenders, on
     substantially all of its assets to secure such guarantee, pursuant to a
     guarantee, security agreement and other documentation reasonably
     satisfactory to the Administrative Agent;

          (c) leases of Fee Properties and other real property owned in fee;

          (d) any condemnation or eminent domain proceedings affecting any real
     property; provided that the parties hereto agree that the net proceeds
     received in connection with such


                                      -56-
<PAGE>
     proceeding shall be deemed not to constitute "Net Proceeds" if such net
     proceeds are reinvested in new or existing properties within eighteen
     months;

          (e) substantially like-kind exchanges of real property; provided that
     only any cash received by the Company or any Subsidiary of the Company in
     connection with such an exchange (net of all costs and expenses incurred in
     connection with such transaction or with the commencement of operation of
     real property received in such exchange) shall be deemed to be Net Proceeds
     and shall be applied as provided for in subsection 5.4(c)(iii);

          (f) for the sale or other disposition of any property that, in the
     reasonable judgment of the Company has become uneconomic, obsolete or worn
     out, and which is sold or disposed of in the ordinary course of business;

          (g) [RESERVED];

          (h) the sale, encumbrance or other disposition at any time or from
     time to time of Receivables Facility Assets pursuant to the respective
     Receivables Facility;

          (i) any sale or disposition of any interest in property; provided that
     the Net Proceeds of each such sale or other disposition shall be applied in
     accordance with subsection 5.4(c)(iii);

          (j) [RESERVED];

          (k) any sales at fair market value for cash of Investment Grade
     Securities;

          (l) for the sale or other disposition of the Company's facilities
     located in Carrolton, Kentucky; provided that the Net Proceeds of such sale
     or other disposition shall be applied in accordance with subsection
     5.4(c)(iii);

          (m) (i) any sale or other disposition of any minority interests in a
     joint venture or other Person and (ii) the sale or other disposition of the
     Company's facilities located in Greenville, Pennsylvania; provided that the
     Net Proceeds of each such sale or other disposition shall be applied in
     accordance with subsection 5.4(c)(iii); and

          (n) The sale of (i) all or substantially all of the assets of the
     Extruded Products division of the Company and (ii) the Company's facility
     located in Anniston, Alabama; provided that the Net Proceeds of each such
     sale shall be applied in accordance with subsection 5.4(c)(iii).

          9.6 Limitation on Investments, Acquisitions, Loans and Advances. Make
any advance, loan, extension of credit or capital contribution to, or purchase
any stock, bonds, notes, debentures or other securities of, or make any other
investment in (including, without limitation, any acquisition of all or any
substantial portion of the assets, and any acquisition of a business or a
product line, of other companies, other than the acquisition of inventory in the
ordinary course of business), any Person (except to the extent permitted by
Section 9.7 or 9.12), except:

          (a) the Company may make loans or advances to Subsidiaries, and
     Subsidiaries may make loans or advances to the Company and other
     Subsidiaries, to the extent in each case the Indebtedness created thereby
     is permitted by subsection 9.1(c);


                                      -57-
<PAGE>
          (b) (i) any Subsidiary may make investments in the Company (by way of
     capital contribution or otherwise); (ii) the Company and any Subsidiary may
     make investments in, or create, any Wholly-Owned Domestic Subsidiary or
     Subsidiary Guarantor (by way of capital contribution or otherwise) or make
     investments permitted by subsection 9.5(b); provided that, in any such
     case, the requirements of subsection 8.9 are satisfied; (iii) the Company
     and any Subsidiary may make investments in any Subsidiary financed with
     contributions of equity directly or indirectly to the entity making such
     investment from the Investor Group or their Affiliates; (iv) the Company
     and any Subsidiary may make investments in, or create, any Foreign
     Subsidiary (by way of capital contribution or otherwise); provided that (x)
     the requirements of subsection 8.9 are satisfied and (y) the aggregate
     amount of all investments in such Foreign Subsidiaries shall not exceed (I)
     $5,000,000 (plus the sum of any amount dividended or distributed by such
     Foreign Subsidiaries to the Company or any Subsidiary Guarantor), minus
     (II) the amount of any Indebtedness of any Foreign Subsidiary at any such
     time outstanding in accordance with subsection 9.1(c)(iii) or the amount of
     any Contingent Obligation outstanding in accordance with subsection
     9.3(c)(ii); and (v) the Company and any Subsidiary may contribute
     receivables to any Receivables SPV in an aggregate face amount not to
     exceed the difference between the face amount of such receivables and the
     Receivables Facility Attributed Indebtedness, less any amount outstanding
     in accordance with subsection 9.1(c)(v);

          (c) the Company and its Subsidiaries may (i) invest in, acquire and
     hold Cash Equivalents and Investment Grade Securities and (ii) make loans
     in respect of the purchase price of assets sold pursuant to subsection 9.5
     in an aggregate amount at any time outstanding not to exceed $5,000,000;

          (d) the Company or any of its Subsidiaries may make payroll advances
     in the ordinary course of business;

          (e) the Company or any of its Subsidiaries may extend credit and
     acquire and hold receivables owing to it, if created or acquired in the
     ordinary course of business and payable or dischargeable in accordance with
     customary trade terms (provided that nothing in this clause (e) shall
     prevent the Company or any Subsidiary from offering such concessionary
     trade terms, or from receiving such investments, in connection with the
     bankruptcy or reorganization of their respective suppliers or customers or
     the settlement of disputes with such customers or suppliers arising in the
     ordinary course of business, as management deems reasonable in the
     circumstances);

          (f) the Company or any of its Subsidiaries may make travel and
     entertainment advances and relocation and other loans to officers and
     employees of the Company or any such Subsidiary (or to Holdings so that it
     will make such loans); provided that the aggregate principal amount of all
     such loans and advances outstanding at any one time, together with the
     guarantees of such loans and advances made pursuant to subsection 9.3(e),
     shall not exceed $5,000,000 at any one time outstanding;

          (g) the Company and its Wholly-Owned Subsidiaries (excluding any
     Receivables SPV) may make expenditures to acquire all or a substantial
     portion of the Capital Stock or assets of any Person engaged primarily in
     one or more businesses in which the Company and its Subsidiaries are
     engaged or directly related thereto or in the building products, ladder and
     climbing equipment and aluminum extrusion products industries generally;
     provided that, after giving pro forma effect to any such acquisition and
     the financing thereof, either (A) (i) the amount of the expenditures
     pursuant to this clause (g) does not exceed $10,000,000 in the


                                      -58-
<PAGE>
     aggregate, for all expenditures made pursuant to this subsection 9.6(g) or
     pursuant to subsection 9.6(g) of the First Lien Credit Agreement on or
     after July 11, 2003, in each case without the prior written consent of the
     Required Lenders, (ii) the provisions of subsection 8.9 are satisfied,
     (iii) the ratio of Total Secured Indebtedness as of the day of such
     acquisition to Consolidated EBITDA for the period of four fiscal quarters
     ending as at the last day of the most recently ended fiscal quarter does
     not exceed the maximum Secured Leverage Ratio permitted as of such date
     pursuant to subsection 9.9; provided that the last four fiscal quarters of
     Consolidated EBITDA (x) of each acquired company, business or group of
     assets during the testing period shall be added for purposes of calculating
     such ratio and (y) of each company, business or business segment sold
     during the respective four fiscal quarter period or thereafter and on or
     prior to the date of determination pursuant to one or more Asset Sales
     shall be subtracted for purposes of calculating such ratio, (iv) no Default
     or Event of Default has occurred and is continuing or would result
     therefrom and (v) on or prior to the date of consummation of the respective
     acquisition, the Company furnishes to the Administrative Agent a
     certificate from its chief financial officer stating that the foregoing
     requirements of this clause (A) have been met (and providing, in reasonable
     detail, the calculations required pursuant to preceding clause (iii)) or
     (B) (i) the amount of expenditures in connection with such acquisition does
     not exceed $7,500,000 and the Company elects (by prior written notice to
     the Administrative Agent) to treat such expenditures as "Capital
     Expenditures" for purposes of this Agreement, including, but not limited
     to, subsection 9.7 (and not expenditures pursuant to this subsection 9.6),
     (ii) the provisions of subsection 8.9 are satisfied, and (iii) no Default
     or Event of Default has occurred and is continuing or would result
     therefrom;

          (h) the Company or any of its Subsidiaries may make investments in, or
     loans or investments to, or expenditures relating to joint ventures or
     other Persons engaged primarily in one or more businesses in which the
     Company and its Subsidiaries are engaged or directly related thereto or in
     the building products, ladder and climbing equipment and aluminum extrusion
     products industries generally, in an aggregate principal amount not to
     exceed $15,000,000 (less the aggregate amount of any such investments,
     loans, or expenditures made pursuant to subsection 9.6(h) of the First Lien
     Credit Agreement prior to the Closing Date) plus the sum of any amounts
     dividended or distributed to the Company or any Subsidiary Guarantor by
     such joint venture or other Person); provided that at the time of and after
     giving effect thereto no Default or Event of Default shall have occurred
     and be continuing or would result therefrom; and provided, further, that
     any such investment, loan or expenditure made under this paragraph (h) in
     excess of $10,000,000 shall reduce the amount of permitted Capital
     Expenditures under subsection 9.7 for the fiscal year in which such
     investment, loan or expenditure is made;

          (i) [RESERVED]; and

          (j) the Company and its Subsidiaries may, in the ordinary course of
     business, engage in aluminum hedging so long as such hedging is not for
     speculative purposes and is reasonably related to its anticipated
     manufacturing needs.

          For the purposes of this subsection 9.6, the payment, or intercompany
loans or advances for such purpose, by the Company or any Subsidiary of expenses
and operating costs of the Company or any Subsidiary Guarantor (x) incurred in
the ordinary course of business or (y) incurred in association with the initial
establishment, start up and capitalization of any Subsidiary Guarantor shall not
be considered to be a loan, advance, dividend or other investment, and shall be
permitted under this Agreement and such payments shall not reduce any permitted
amounts to be so made as specified herein.


                                      -59-
<PAGE>
          9.7 Capital Expenditures. Make or commit to make any Capital
Expenditures, except that the Company and its Subsidiaries may make or commit to
make Capital Expenditures not exceeding the amount set forth below (the "Base
Amount") for each of the years or other periods set forth below:

<TABLE>
<CAPTION>
Year or Period                     Base Amount
--------------                     -----------
<S>                                <C>
Calendar Year 2005                 $15,000,000
Calendar Year 2006                 $18,000,000
Calendar Year 2007                 $18,000,000
Calendar Year 2008                 $18,000,000
January 1, 2009 to Maturity Date   $15,000,000
</TABLE>

provided that (i) the amounts set forth above for any year or period shall be
reduced by the amount of investments, loans or expenditures made in excess of
$10,000,000 pursuant to subsection 9.6(h) during such year or period and (ii)
for each period of the Company, the Base Amount set forth above shall be
increased in the event any Person or assets of such Person (an "Acquired
Person") is acquired as permitted herein by an amount equal to 110% of the
amount of capital expenditures (determined in accordance with GAAP) of such
Acquired Person for the twelve months prior to the date it was acquired
("Acquired Capital Expenditures"); provided that, with respect to the fiscal
year in which such Person becomes an Acquired Person, the Base Amount shall be
increased by the product of (A) the Acquired Capital Expenditures of such
Acquired Person times (B) a fraction, the numerator of which is the number of
days remaining in the fiscal year of the Company in which such Acquired Person
was acquired and the denominator of which is 365; provided further, that,
notwithstanding anything to the contrary herein, additional Capital Expenditures
may be made (i) with Net Proceeds received in property sales or dispositions
under subsections 9.5(i), (l), (m) and (n) that are not required to be applied
to prepay the Loans and (ii) to the extent financed by any net cash proceeds
from the issuance of Capital Stock of Holdings to, or any capital contribution
to the Company by, the Investor Group or its Affiliates.

          9.8 Interest Rate Agreements. Enter into, create, incur, assume or
suffer to exist any Interest Rate Agreements or obligations in respect thereof
except in the ordinary course of business for non-speculative purposes.

          9.9 Maximum Secured Leverage Ratio. At the last day of any fiscal
quarter set forth below, permit the ratio (the "Secured Leverage Ratio") of
Total Secured Indebtedness as of such day to Consolidated EBITDA for the four
fiscal quarters ending on such day to be greater than the ratio set forth below
for such fiscal quarter:

<TABLE>
<CAPTION>
FISCAL YEAR     FISCAL QUARTER         RATIO
-----------   ------------------   ------------
<S>           <C>                  <C>
2005          Second               7.35 to 1.00
              Third                6.00 to 1.00
              Fourth               5.75 to 1.00
2006          First                5.75 to 1.00
              Second               5.50 to 1.00
              Third                5.25 to 1.00
              Fourth               4.50 to 1.00
2007          First                4.50 to 1.00
              Second               4.50 to 1.00
              Third                4.00 to 1.00
              Fourth               3.50 to 1.00
              Each Fiscal
              Quarter Thereafter   3.25 to 1.00

</TABLE>


                                      -60-
<PAGE>
<TABLE>
<S>           <C>                  <C>
</TABLE>

          9.10 [RESERVED]

          9.11 [RESERVED]

          9.12 Limitation on Dividends. Declare any dividends on any shares of
any class of its Capital Stock, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
retirement or other acquisition of any shares of any class of Capital Stock of
the Company or any of its Subsidiaries, or any warrants or options to purchase
such Capital Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of the Company or any of its Subsidiaries; except
that:

          (a) Subsidiaries may pay dividends directly or indirectly to the
     Company or to Domestic Subsidiaries which are directly or indirectly
     wholly-owned by the Company (or, in the case of Foreign Subsidiaries, to
     the Company or to Subsidiaries of the Company which are directly or
     indirectly wholly-owned by the Company);

          (b) the Company may, or may advance or dividend cash to Holdings so
     long as all such amounts are used by Holdings to, repurchase Capital Stock
     of Holdings owned by former, present or future employees of Holdings or its
     Subsidiaries or their assigns, estates and heirs; provided that the
     aggregate amount expended pursuant to this clause (b) shall not exceed
     $3,000,000 during the term of this Agreement, less any such amounts
     expended pursuant to subparagraph 9.12(b) of the First Lien Credit
     Agreement prior to the Closing Date and plus any amounts contributed to the
     Company as a result of resales of such repurchased shares of Capital Stock
     on or after July 11, 2003;

          (c) [RESERVED];

          (d) [RESERVED];

          (e) the Company may pay cash dividends or distributions to Holdings
     for the purpose of paying, and so long as all proceeds thereof are promptly
     used by Holdings to pay, its operating expenses incurred in the ordinary
     course of business and other corporate overhead costs and expenses
     (including, without limitation, legal and accounting expenses and similar
     expenses); provided that the aggregate amount of dividends and
     distributions paid to Holdings pursuant to this subsection 9.12(e) shall
     not exceed $2,000,000 in any fiscal year of Holdings;

          (f) the Company may pay cash dividends or distributions to Holdings
     for the purpose of paying, and so long as all proceeds thereof are promptly
     used by Holdings to pay, franchise taxes and federal, state and local
     income taxes and interest and penalties with respect thereto, if any,
     payable by Holdings; provided that any refund shall be promptly returned by
     Holdings to the Company;

          (g) the Company and its Subsidiaries may pay or make dividends or
     distributions to any holder of its Capital Stock in the form of additional
     shares of Capital Stock of the same class and type; provided that such
     additional shares shall be pledged to the Administrative Agent to the
     extent required by subsection 8.9; and


                                      -61-
<PAGE>
          (h) the Company may pay dividends or distributions to Holdings to
     allow Holdings to make loans permitted under subsection 9.6(f).

          9.13 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate except for transactions
which are otherwise permitted under this Agreement and which are in the ordinary
course of the Company's or a Subsidiary's business and which are upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than it
would obtain in a hypothetical comparable arm's length transaction with a Person
not an Affiliate; provided that nothing in this subsection 9.13 shall prohibit
the Company or its Subsidiaries from engaging in the following transactions: (x)
the performance of the Company's or any Subsidiary's obligations under any
employment contract, collective bargaining agreement, employee benefit plan,
related trust agreement or any other similar arrangement heretofore or hereafter
entered into in the ordinary course of business, (y) the payment of compensation
to employees, officers, directors or consultants in the ordinary course of
business, or (z) the maintenance of benefit programs or arrangements for
employees, officers or directors, including, without limitation, vacation plans,
health and life insurance plans, deferred compensation plans, and retirement or
savings plans and similar plans, in each case, in the ordinary course of
business.

          9.14 Prepayments and Amendments of Permanent Subordinated Debt. (a)
Optionally prepay, retire, redeem, purchase, defease or exchange, or make any
mandatory prepayment, retirement, redemption, purchase or defeasance of any
Permanent Subordinated Debt (other than (x) with proceeds of Permanent
Subordinated Debt as permitted by subsection 9.1(d)(ii) or (y) with the proceeds
of the issuance of Capital Stock to the extent that pursuant to the proviso to
subsection 5.4(c)(i) the proceeds of such issuance are not deemed to be Net
Proceeds of such issuance for the purposes of subsection 5.4(c)(i)) or (b)
waive, amend, supplement, modify, terminate or release the provisions of any
Permanent Subordinated Debt, to the extent that any such waiver, amendment,
supplement, modification, termination or release would be materially adverse to
the Lenders.

          9.15 Limitation on Changes in Fiscal Year. Permit the fiscal year of
Holdings and the Company to end on a day other than December 31 in any calendar
year.

          9.16 Limitation on Business. (a) Permit the Company to enter into any
business, either directly or through any Subsidiary, except for those businesses
in which the Company or any Subsidiary is engaged on the date of this Agreement
(or which are directly related thereto or those related generally to the
building products, ladder, climbing equipment and aluminum extrusion products
industries).

          (b) [RESERVED]

          (c) Permit any Receivables SPV to enter into, or engage in, any
business other than obtaining financing pursuant to any Receivables Facility
and, in connection therewith, owning Receivables Facilities Assets and taking
action directly relating thereto.

          9.17 Designated Senior Indebtedness. Designate, or permit the
designation of, any indebtedness (other than indebtedness outstanding under the
Facility) as "Designated Senior Indebtedness" (or provide a similar designation
with respect to any Permanent Subordinated Debt) for purposes of the Senior
Subordinated Notes indenture or any other Permanent Subordinated Debt other than
Indebtedness under the First Lien Facility or unless the Required Lenders
specifically consent thereto in writing, or fail to designate, or cause to be
maintained in effect such designation of, indebtedness under the Facility as
"Designated Senior Indebtedness" (or such similar designation with


                                      -62-
<PAGE>
respect to any Permanent Subordinated Debt) for purposes of the Senior
Subordinated Notes indenture or any other Permanent Subordinated Debt.

          9.18 Receivables Facility. Fail to cause to be maintained in effect at
all times, through arranging extensions and replacements as necessary,
Receivables Facilities in an aggregate amount of not less than $50,000,000.

          9.19 Amendment of First Lien Facility Documentation. Waive, amend,
supplement, modify or terminate the provisions of the First Lien Facility other
than as permitted under the Intercreditor Agreement.

          SECTION 10. EVENTS OF DEFAULT

          Upon the occurrence and during the continuance of any of the following
     events:

          (a) The Company shall fail to (i) pay any principal of any Term Loan
     or Term Loan Note when due in accordance with the terms hereof or thereof
     or (ii) pay any interest on any Term Loan or Term Loan Note or any other
     amount payable hereunder within five days after any such interest or other
     amount becomes due in accordance with the terms thereof or hereof; or

          (b) Any representation or warranty made or deemed made by any Credit
     Party in any Credit Document shall prove to have been incorrect in any
     material respect on or as of the date made or deemed made; or

          (c) The Company shall default in the observance or performance of any
     agreement contained in subsection 5.4(g), 8.7(a) or 8.9 or Section 9 of
     this Agreement or Holdings shall default in the observance or performance
     of any agreement contained in Section 10 of the Holdings Guarantee; or

          (d) Any Credit Party shall default in the observance or performance of
     any other agreement contained in any Credit Document and such default shall
     continue unremedied for a period of 30 days; or

          (e) The Company or any of its Subsidiaries (other than a Receivables
     SPV) shall (i) default in any payment of principal of or interest on or
     other amounts in respect of any Indebtedness (other than the Term Loans and
     any inter-company debt) or Interest Rate Agreement or in the payment of any
     Contingent Obligation, beyond the period of grace, if any, provided in the
     instrument or agreement under which such Indebtedness, Interest Rate
     Agreement or Contingent Obligation was created; or (ii) default in the
     observance or performance of any other agreement or condition relating to
     any such Indebtedness, Interest Rate Agreement or Contingent Obligation or
     contained in any instrument or agreement evidencing, securing or relating
     thereto, or any other event shall occur or condition exist, the effect of
     which default or other event or condition is to cause, or to permit the
     holder or holders of such Indebtedness or beneficiary or beneficiaries of
     such Contingent Obligation (or a trustee or agent on behalf of such holder
     or holders or beneficiary or beneficiaries) to cause, with the giving of
     notice if required, such Indebtedness to become due prior to its stated
     maturity, any applicable grace period having expired, or such Contingent
     Obligation to become payable, any applicable grace period having expired;
     in each case; provided that the aggregate principal amount of all such
     Indebtedness, Interest Rate Agreements and Contingent Obligations under
     which a default exists or which would then become due or payable equals or
     exceeds $10,000,000; and provided further, that a


                                      -63-
<PAGE>
     default, event or condition described in clause (i) or (ii) of this
     subclause (e) relating to the First Lien Facility shall not constitute an
     Event of Default unless such default, event or condition relating to the
     First Lien Facility (x) remains uncured and unwaived for a period in excess
     of 30 days or (y) results in any First Lien Obligations being declared due
     and payable prior to their stated maturity or not being paid at maturity;
     or

          (f) (i) Holdings or any of its Subsidiaries shall commence any case,
     proceeding or other action (A) under any existing or future law of any
     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
     reorganization or relief of debtors, seeking to have an order for relief
     entered with respect to it, or seeking to adjudicate it as bankrupt or
     insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
     liquidation, dissolution, composition or other relief with respect to it or
     its debts, or (B) seeking appointment of a receiver, trustee, custodian or
     other similar official for it or for all or any substantial part of its
     assets, or the Company or any of its Subsidiaries shall make a general
     assignment for the benefit of its creditors; or (ii) there shall be
     commenced against Holdings or any of its Subsidiaries any case, proceeding
     or other action of a nature referred to in clause (i) above which (A)
     results in the entry of an order for relief or any such adjudication or
     appointment or (B) remains undismissed, undischarged or unbonded for a
     period of 60 days; or (iii) there shall be commenced against Holdings or
     any of its Subsidiaries any case, proceeding or other action seeking
     issuance of a warrant of attachment, execution, distraint or similar
     process against all or any substantial part of its assets which results in
     the entry of an order for any such relief which shall not have been
     vacated, discharged, or stayed or bonded pending appeal within 60 days from
     the entry thereof; or (iv) Holdings or any of its Subsidiaries shall take
     any action in furtherance of, or indicating its consent to, approval of, or
     acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
     above; or (v) Holdings or any of its Subsidiaries shall generally not, or
     shall be unable to, or shall admit in writing its inability to, pay its
     debts as they become due; or

          (g) (i) Any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Company or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) the Company or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan, and such event or condition, together with all other such events
     or conditions, relating to a Plan, if any, would be reasonably likely to
     subject Holdings or any of its Subsidiaries to any tax, penalty or other
     liabilities in the aggregate resulting in a material adverse effect on the
     business, operations, property or financial condition of the Company and
     its Subsidiaries taken as a whole; or

          (h) One or more judgments or decrees shall be entered against Holdings
     or any of its Subsidiaries involving in the aggregate a liability (not paid
     or reserved for or covered by insurance or indemnities to the extent the
     Company, in its reasonable good faith judgment, believes that such judgment
     or decree will be paid when due by the parties providing such


                                      -64-
<PAGE>
     indemnities) of $10,000,000 or more and all such judgments or decrees shall
     not have been vacated, discharged, stayed or bonded pending appeal within
     the time required by the terms of such judgment; or

          (i) Any Credit Document shall cease, for any reason, to be in full
     force and effect (except as otherwise permitted under such Credit Document)
     or any Credit Party or any of its Subsidiaries shall so assert in writing,
     or any Security Document shall cease to be effective to grant a perfected
     Lien on the collateral described therein with the priority purported to be
     created thereby (other than as a result of any action or inaction (other
     than to the extent caused by any failure of the Company to provide
     information as and when required under any Credit Document) on the part of
     the Administrative Agent or the Lenders), subject to such exceptions as may
     be permitted therein or herein, and in the case of any Security Agreement,
     such condition shall continue unremedied for 30 days after notice thereof
     to the Company by the Administrative Agent or any Lender; or

          (j) [RESERVED]

          (k) The subordination provisions of any document governing any
     Permanent Subordinated Debt shall cease, for any reason, to be valid or any
     Credit Party or any of its Subsidiaries shall so assert in writing;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically the Term Loan Commitments shall immediately terminate and the Term
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the Term Loan Notes shall immediately become due and
payable, and (b) if such event is any other Event of Default, so long as any
such Event of Default shall be continuing, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Term Loan
Commitments to be terminated forthwith, whereupon the Term Loan Commitments and
such obligations shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice of default to the
Company, declare all or a portion of the Term Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the Term
Loan Notes to be due and payable forthwith, whereupon the same shall immediately
become due and payable. Except as expressly provided above in this Section 10,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.

          SECTION 11. THE ADMINISTRATIVE AGENT

          11.1 Appointment. Each Lender hereby irrevocably designates and
appoints Credit Suisse First Boston, acting through its Cayman Islands branch,
as the Administrative Agent, and irrevocably authorizes Credit Suisse First
Boston, acting through its Cayman Islands branch, as agent for such Lender to
take such action on its behalf under the provisions of the Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of the Credit Documents, together with
such other powers as are reasonably incidental thereto. Except with respect to
the Company's consent right set forth in subsection 11.9, the provisions of this
subsection 11 are solely for the benefit of the Administrative Agent and the
Lenders, and neither the Company nor any other Credit Party shall have rights as
a third party beneficiary of any of such provisions. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein,


                                      -65-
<PAGE>
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into the Credit Documents or otherwise exist against the Administrative Agent.
Each Lender recognizes and agrees that the Arrangers shall have no duties or
responsibilities under this Agreement or any other Credit Document, or any
fiduciary relationship with any Lender, and shall have no functions,
responsibilities, duties, obligations or liabilities for acting as Arrangers
hereunder.

          11.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and each of the other Credit Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care, except as otherwise
provided in subsection 11.3. The exculpatory provisions of this Section 11 shall
apply to any such sub-agent and to its respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein.

          11.3 Exculpatory Provisions. The Administrative Agent shall not have
any duties or obligations except those expressly set forth herein and in the
other Credit Documents. Without limiting the generality of the foregoing, the
Administrative Agent shall not:

          (a) be subject to any fiduciary or other implied duties, regardless of
     whether any Default or any Event of Default has occurred and is continuing;

          (b) have any duty to take any discretionary action or exercise any
     discretionary powers, except discretionary rights and powers expressly
     contemplated hereby or by the other Credit Documents that the
     Administrative Agent is required to exercise as directed in writing by the
     Required Lenders (or such other number or percentage of the Lenders as
     shall be expressly provided for herein or in the other Credit Documents),
     as applicable, provided that the Administrative Agent shall not be required
     to take any action that, in its opinion or the opinion of its counsel, may
     expose the Administrative Agent to liability or that is contrary to any
     Credit Document or applicable law; and

          (c) except as expressly set forth herein and in the other Credit
     Documents, have any duty to disclose, and the Administrative Agent shall
     not be liable for the failure to disclose, any information relating to the
     Company or any of its Affiliates that is communicated to or obtained by any
     Person serving as the Administrative Agent or any of its Affiliates in any
     capacity.

          The Administrative Agent shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in subsection 12.1) or (ii) in the absence of its
own gross negligence or willful misconduct.

          The Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Credit Document or any other agreement, instrument or
document or (v) the


                                      -66-
<PAGE>
satisfaction of any condition set forth in Section 7 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

          11.4 Reliance by the Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Term Loan Note, entries maintained in the Register, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document other writing (including
any electronic message, internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the
making of the Term Loans, that by its terms must be fulfilled to the
satisfaction of a Lender or the Arrangers, the Administrative Agent may presume
that such condition is satisfactory to such Lender or the Arrangers, as
applicable, unless the Administrative Agent shall have received notice to the
contrary from such Lender or the Arrangers prior to the making of the Term
Loans. The Administrative Agent may consult with legal counsel (who may be
counsel for the Company), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts. The
Administrative Agent may deem and treat the payee of any Term Loan Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Credit Document unless it shall first receive such
advice or concurrence of the Required Lenders (or, where a higher percentage of
the Lenders is expressly required hereunder, such Lenders) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
any Credit Document in accordance with a request of the Required Lenders (unless
a higher percentage of Lenders is expressly required), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Term Loan Notes.

          11.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless it has received written notice from a Lender or the Company or
any other Credit Party referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall promptly give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

          11.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereafter taken, including any review of the affairs of
the Credit Parties, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business,


                                      -67-
<PAGE>
operations, property, financial and other condition, prospects and
creditworthiness of Holdings and the Company and its Subsidiaries and made its
own decision to make its Term Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance
upon the Administrative Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under the Credit Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition, prospects and creditworthiness of Holdings and the Company and its
Subsidiaries. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, financial condition, prospects or creditworthiness of the Credit
Parties which may come into the possession of the Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

          11.7 Indemnification. The Lenders agree to indemnify each of the
Administrative Agent and each Arranger in its capacity as such (to the extent
not reimbursed by the Credit Parties and without limiting the obligation of the
Credit Parties to do so), ratably according to the respective amounts of their
respective Term Loans (or, if indemnification is sought after the date upon
which the Term Loans shall have been paid in full, ratably according to the
respective amounts of their respective Term Loans immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Term Loans) be imposed on, incurred by or
asserted against the Administrative Agent or such Arranger, respectively, in any
way relating to or arising out of the Credit Documents or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted by the Administrative Agent or such Arranger,
respectively, under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the respective party's gross negligence
or willful misconduct. The agreements in this subsection 11.7 shall survive the
repayment of the Term Loans and all other amounts payable hereunder.

          11.8 Administrative Agent in its Individual Capacity. Administrative
Agent and its respective Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with Holdings, the Company and its
Subsidiaries as though the Administrative Agent were not an Administrative Agent
hereunder. With respect to its Term Loans made or renewed by it and any Term
Loan Note issued to it, the Administrative Agent shall have the same rights and
powers, duties and liabilities under the Credit Documents as any Lender and may
exercise the same as though it were not the Administrative Agent and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

          11.9 Successor Administrative Agent. The Administrative Agent may at
any time give notice of its resignation to the Lenders and the Company. Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, with (so long as no Event of Default has occurred and is continuing) the
consent of the Company (such consent not to be unreasonably withheld or
delayed), to appoint a successor, which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank with an office in New York, New
York. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders, with (so long as no Event of
Default has occurred and is continuing) the consent of the Company (such consent
not to be unreasonably withheld or delayed), appoint a successor


                                      -68-
<PAGE>
Administrative Agent meeting the qualifications set forth above, provided that
if the Administrative Agent shall notify the Company and the Lenders that no
qualifying Person has accepted such appointment, or the Company shall have
withheld its consent to the appointment of a successor Administrative Agent,
then such resignation shall nonetheless become effective in accordance with such
notice and (a) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Credit Documents (except
that in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders under any of the Credit Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed and such collateral
security is assigned to such successor Administrative Agent) and (b) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint (or the Administrative
Agent, on behalf of the Lenders appoints) a successor Administrative Agent as
provided for above in this paragraph (provided that the retiring Administrative
Agent may elect to receive and distribute payments as paying agent for the
Lenders (in such capacity, the "Paying Agent") until such time as a successor
Administrative Agent is so appointed). Upon the acceptance of a successor's
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Credit Documents (if not already discharged therefrom as
provided above in this paragraph). The fees payable by the Company to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Credit Documents, the provisions of Section 11 and subsection 12.5 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent or as Paying Agent.

          SECTION 12. MISCELLANEOUS

          12.1 Amendments and Waivers. Except as otherwise expressly set forth
in this Agreement, no Credit Document nor any terms thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 12.1. With the written consent of the Required Lenders, the
Administrative Agent and the respective Credit Parties or their Subsidiaries
may, from time to time, enter into written amendments, supplements or
modifications hereto for the purpose of adding any provisions to any Credit
Document to which they are parties or changing in any manner the rights of the
Lenders or of any such Credit Party or its Subsidiaries thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default
or Event of Default and its consequences; provided that:

          (a) (i) no such waiver and no such amendment, supplement or
     modification shall (x) release all or substantially all of the Collateral
     without the written consent of all Lenders or (y) release all or
     substantially all of the Guarantors without the written consent of all
     Lenders and (ii) notwithstanding any of the foregoing, neither the
     preceding clause (i) nor the immediately preceding paragraph of this
     subsection 12.1 shall be applicable to and no consent shall be required for
     (i) releases of collateral in connection with any Asset Sales permitted by
     subsection 9.5, (ii) releases of collateral in accordance with subsection
     12.12 or (iii) upon the reincorporation of the Company or any Subsidiary in
     a new jurisdiction or the creation of a new Subsidiary of the Company, any
     release of collateral in connection with the transfer of such


                                      -69-
<PAGE>
     released collateral to such reincorporated entity or new Subsidiary in
     compliance with subsection 9.4; provided that the Administrative Agent, in
     its sole discretion, determines that such release and transfer, together
     with any grant and perfection of a new Lien therein in favor of the
     Administrative Agent, will cause no material impairment of the value of the
     collateral taken as a whole, after giving effect to such release and
     transfer;

          (b) no such waiver and no such amendment, supplement or modification
     shall (x) without the prior written consent of each Lender whose
     obligations hereunder are being directly modified, waive or extend the
     Maturity Date or Early Maturity Date, as applicable, of any Term Loan or
     Term Loan Note, or reduce the rate or extend the time of payment of
     interest thereon, or change the method of calculating interest thereon, or
     reduce or extend the time of payment of any fee payable to such Lender
     hereunder, or reduce the principal amount thereof, or extend the expiry of
     any Lender's Term Loan Commitment or change the amount of any Lender's Term
     Loan Commitment or Term Loan Commitment Percentage, or (y) without the
     prior written consent of each Lender, amend, modify or waive any provision
     of subsections 5.4(e) or 5.9(b), or this subsection 12.1 or reduce the
     percentage specified in the definition of Required Lenders or consent to
     the assignment or transfer by the Company of any of its rights and
     obligations under any Credit Document; and

          (c) no such waiver and no such amendment, supplement or modification
     affecting the Administrative Agent shall amend, modify or waive any
     provision of Section 11 without the written consent of the Administrative
     Agent;

any such waiver and any such amendment, supplement or modification described in
this subsection 12.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party and its Subsidiaries, the Lenders, the
Administrative Agent and all future holders of the Term Loan Notes and the Term
Loans. In the case of any waiver, the Credit Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Term Loan Notes, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

          12.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy or telex, if one is listed) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or three Business Days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when sent, confirmation of receipt received, or,
in the case of telex notice, when sent, answerback received, addressed as
follows in the case of the Company and the Administrative Agent, and as set
forth in Schedule I in the case of any Lender, or to such other address as may
be hereafter notified by the respective parties hereto and any future holders of
the Term Loan Notes:

          The Company:
          Werner Holding Co. (DE), Inc.
          c/o Werner Holding Co. (PA), Inc.
          93 Werner Road
          Greenville, Pennsylvania 16125
          Attention: Eric J. Werner, Esq.
          Telecopy: (724) 588-0618

          With a copy to:


                                      -70-
<PAGE>
          Gibson, Dunn & Crutcher LLP
          200 Park Avenue
          New York, New York 10166
          Attention: Janet Vance, Esq.
          Telecopy: (212) 351-5288

          The Administrative Agent:
          Credit Suisse First Boston
          Eleven Madison Avenue
          New York, New York 10010
          Attention: Agency Group
          Telecopy: (212) 325-8304

provided that any notice, request or demand to or upon the Administrative Agent
pursuant to subsections 5.1, 5.2 and 5.4 shall not be effective until received;
and provided further, that the failure to provide the copies of notices to the
Company provided for in this subsection 12.2 shall not result in any liability
to the Administrative Agent.

          Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 5 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Company may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by
it; provided that approval of such procedures may be limited to particular
notices or communications. Unless the Administrative Agent otherwise prescribes,
(a) notices and other communications sent to an email address shall be deemed
received upon the sender's receipt of an acknowledgment from the intended
recipient (such as by the "return receipt requested" function, as available,
return email or other written acknowledgment), provided that if such notice or
other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next Business Day for the recipient, and (b) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its email address
as described in the foregoing clause (a) of notification that such notice or
communication is available and identifying the website address therefor.

          12.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

          12.4 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the Term Loan Notes.

          12.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent and the Arrangers for all their reasonable
out-of-pocket costs and expenses incurred in connection with the development,
negotiation, preparation and execution of the Credit Documents and any other
documents prepared in connection herewith, and the consummation of the


                                      -71-
<PAGE>
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of one counsel (in addition to any local or
special counsel reasonably requested) to the Administrative Agent and the
Arrangers, (b) to pay or reimburse all of the reasonable expenses, including,
without limitation, reasonable fees and expenses of counsel, incurred by the
Administrative Agent in connection with the administration of the facilities
provided for herein or in connection with any amendments, waivers, work-outs or
restructurings in respect thereof, (c) to pay or reimburse the Administrative
Agent and the Arrangers and each Lender for all their costs and expenses
incurred in connection with, and to pay, indemnify, and hold the Administrative
Agent and each Lender harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of or in
connection with, the enforcement or preservation of any rights under any Credit
Document and any such other documents or any foreclosure, collection or
bankruptcy proceedings in respect thereof, including, without limitation,
reasonable fees and disbursements of counsel to the Administrative Agent, the
Arrangers, and each Lender incurred in connection with the foregoing and in
connection with advising the Administrative Agent with respect to its rights and
responsibilities under this Agreement and the documentation relating thereto,
(d) to pay, indemnify, and to hold the Administrative Agent, the Arrangers and
each Lender harmless from any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes (other than withholding taxes), if any, which may
be payable or determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, any Credit Document and any such other documents, and (e) to pay,
indemnify, and hold the Administrative Agent, the Arrangers and each Lender and
their respective Affiliates, officers, employees, directors and trustees
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, reasonable fees
and disbursements of counsel) which may be incurred by or asserted against the
Administrative Agent, the Arrangers or the Lenders or such Affiliates, officers,
directors or trustees arising out of or in connection with any investigation,
litigation or proceeding related to this Agreement, the other Credit Documents,
the proceeds of the Term Loans and the transactions contemplated by or in
respect of such use of proceeds, or any of the other transactions contemplated
hereby, whether or not the Administrative Agent, the Arrangers or any of the
Lenders or such Affiliates, officers, directors or trustees is a party thereto,
including, without limitation, any of the foregoing relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the Company, any of its Subsidiaries or any of the facilities and properties
owned, leased or operated by the Company or any of its Subsidiaries (all the
foregoing, collectively, the "indemnified liabilities"); provided that the
Company shall have no obligation hereunder with respect to indemnified
liabilities of the Administrative Agent, the Arrangers or any Lender or any of
their respective Affiliates, officers, directors and trustees arising from (i)
the gross negligence or willful misconduct of the person seeking
indemnification, (ii) legal proceedings commenced against the Administrative
Agent, the Arrangers or any Lender by any security holder or creditor thereof
arising out of and based upon rights afforded any such security holder or
creditor solely in its capacity as such or (iii) legal proceedings commenced
against any Lender by any Transferee thereof relating to the sale of an
assignment or participation interest, excluding any such proceedings relating to
or arising out of the primary syndication by the Arrangers or their affiliates.
Without limiting the foregoing, and to the extent permitted by applicable law,
the Company agrees not to assert, and hereby waives (and shall cause the
Subsidiaries not to assert and to waive) all rights for contribution or any
other rights of recovery with respect to all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, under or related to Environmental Laws, that
any of them might have by statute or otherwise against the Administrative Agent,
the Arrangers or any Lender. The agreements in this subsection 12.5 shall
survive repayment of the Term Loans and all other amounts payable hereunder.


                                      -72-
<PAGE>
          12.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders, the Administrative Agent, the Arrangers, all future holders of the Term
Loan Notes and the Term Loans, and their respective successors and assigns,
except that the Company may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

          (b) (i) Any Lender may, without the consent of the Company and the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Term Loan Commitments
and the Term Loans owing to it); provided that (A) such Lender's obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Company, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and the other Credit
Documents. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in subsection 12.1(a) or
subsection 12.1(b) (other than with respect to assignments or transfers by the
Company of any of its rights and obligations under any Credit Document) that
affects such Participant. The Company agrees that, subject to subsection
12.6(b)(ii), each Participant shall be entitled to the benefits of Sections 5.11
and 5.12 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (c) of this subsection. To the extent
permitted by law, and subject to subsection 12.6(b)(ii), each Participant also
shall be entitled to the benefits of Section 12.7 as though it were a Lender,
provided such Participant agrees to be subject to subsection 12.8(b) as though
it were a Lender. Participations may be non-pro rata.

          (ii) A Participant shall not be entitled to receive any greater
     payment under subsection 5.11, 5.12 or 12.7 than the applicable Lender
     would have been entitled to receive with respect to the participation sold
     to such Participant.

          (c) (i) Subject to the conditions set forth in clause (ii) of this
subsection 12.6(c) and compliance with subsection 12.6(g), any Lender may assign
to one or more banks, mutual funds or financial institutions or entities (each,
an "Assignee") all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Term Loan Commitment and the Term
Loans at the time owing to it) with notice to the Company and with the prior
written consent (such consent not to be unreasonably withheld or delayed) of the
Administrative Agent; provided that no consent of the Administrative Agent shall
be required for an assignment of all or any portion of a Term Loan to a Lender,
an Affiliate of a Lender or an Approved Fund.

     (ii) assignments shall be subject to the following additional conditions:

          (A)  except in the case of an assignment to a Lender or an Affiliate
               of a Lender or an assignment of the entire remaining amount of
               the assigning Lender's Term Loan Commitment or Term Loans, the
               amount of the Term Loans of the assigning Lender subject to each
               such assignment (determined as of the date the Assignment and
               Acceptance with respect to such assignment is delivered to the
               Administrative Agent) shall not be less than $1,000,000 (provided
               that simultaneous assignments to or by two or more Approved Funds
               shall be aggregated for purposes of determining such amount),
               unless each of the


                                      -73-
<PAGE>
               Company and the Administrative Agent otherwise consent; provided
               that no such consent of the Company shall be required if an Event
               of Default under clause (a) or (f) of Section 10 has occurred and
               is continuing;

          (B)  each partial assignment shall be made as an assignment of a
               proportionate part of all the assigning Lender's rights and
               obligations under this Agreement; provided that this clause shall
               not be construed to prohibit the assignment of a proportionate
               part of all the assigning Lender's rights and obligations in
               respect of one Type of Term Loans; and

          (C)  the parties to each assignment shall (1) electronically execute
               and deliver to the Administrative Agent an Assignment and
               Acceptance via an electronic settlement system acceptable to the
               Administrative Agent (which initially shall be ClearPar, LLC) or
               (2) manually execute and deliver to the Administrative Agent an
               Assignment and Acceptance, together with a processing and
               recordation fee of $3,500, payable by the assigning or assignee
               Lender as they shall mutually agree; and

          (D)  the assignee, if it shall not be a Lender, shall deliver to the
               Administrative Agent an Administrative Questionnaire.

          For the purposes of this subsection 12.6(c), the term "Approved Fund"
          has the following meaning: "Approved Fund" means any Person (other
          than a natural person) that is engaged in making, purchasing, holding
          or investing in bank loans and similar extensions of credit in the
          ordinary course of its business and that is administered or managed by
          (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
          Affiliate of an entity that administers or manages a Lender.

     (iii) Subject to acceptance and recording thereof pursuant to paragraph (d)
          below, from and after the effective date specified in each Assignment
          and Acceptance the assignee thereunder shall be a party hereto and, to
          the extent of the interest assigned by such Assignment and Acceptance,
          have the rights and obligations of a Lender under this Agreement, and
          the assigning Lender thereunder shall, to the extent of the interest
          assigned by such Assignment and Acceptance, be released from its
          obligations under this Agreement (and, in the case of an Assignment
          and Acceptance covering all of the assigning Lender's rights and
          obligations under this Agreement, such Lender shall cease to be a
          party hereto but shall continue to be entitled to the benefits of
          Sections 5.11, 5.12 and 12.5). Any assignment or transfer by a Lender
          of rights or obligations under this Agreement that does not comply
          with this Section 12.6 shall be treated for purposes of this Agreement
          as a sale by such Lender of a participation in such rights and
          obligations in accordance with subsection 12.6(b).

          (d) The Administrative Agent, acting for this purpose as an agent of
the Company, shall maintain at one of its offices a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Term Loan Commitment of, and principal amount
of the Term Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, in
the absence of manifest error, and the Company, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this


                                      -74-
<PAGE>
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Company and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

          (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee, the information referred to in
subclause (c)(ii)(D) above (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in subsection 12.6(c)
and any written consent to such assignment required by subsection 12.6(c) (in
each case to the extent required), the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph. On or prior
to the effective date of such acceptance, the Company at its own expense, shall
execute and deliver to the Administrative Agent (in exchange for any or all of
the Term Loan Notes of the assigning Lender, if any) new Term Loan Notes to the
order of such Assignee (if requested) in an amount equal to the Term Loans
assumed by it pursuant to such Assignment and Acceptance and, if the assigning
Lender has retained any Term Loans hereunder, new Term Loan Notes to the order
of the assigning Lender in an amount equal to such Term Loans, retained by it
hereunder (if requested). Such new Term Loan Notes shall be dated the Closing
Date and shall otherwise be in the form of the Term Loan Notes replaced thereby.

          (f) (i) The Administrative Agent, the Arrangers and the Lenders agree
that they will use reasonable efforts to protect the confidentiality of any
confidential information concerning the Company and its Subsidiaries and
Affiliates. Notwithstanding the foregoing, the Company authorizes each Lender to
disclose to any Participant or Assignee (each, a "Transferee") and any
prospective Transferee or to any Person who evaluates, approves, structures or
administers the Term Loans on behalf of a Lender and who is subject to this
confidentiality provision any and all information in such Lender's possession
concerning Holdings, the Company and its Subsidiaries which has been delivered
to such Lender by or on behalf of the Company pursuant to this Agreement or
which has been delivered to such Lender by or on behalf of the Company in
connection with such Lender's credit evaluation of Holdings, the Company and its
Subsidiaries prior to becoming a party to this Agreement; provided that each
Lender shall cause its respective prospective Transferees and any Person who
evaluates, approves, structures or administers the Term Loans on such Lender's
behalf to agree to protect the confidentiality of any confidential information
concerning Holdings, the Company and its Subsidiaries and Affiliates.

          (ii) Notwithstanding anything herein to the contrary, any party hereto
(and each employee, representative or other agent of such party) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment or tax structure; provided, however, that this
clause shall not permit any party hereto (or any employee, representative or
other agent thereof) to disclose (i) any information, the disclosure of which
would otherwise be prohibited by this Agreement, that is not relevant to an
understanding of the tax treatment or tax structure of the transactions
contemplated by this Agreement (including the identity of any party hereto (or
its employees, representatives or other agents) or any information that could
lead another to determine such identity) or (ii) any other information to the
extent that such disclosure could result in a violation of any federal or state
securities law.

          (g) If, pursuant to this subsection 12.6, any interest in this
Agreement or any Term Loan Note is transferred to any Transferee which is
organized under the laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer to comply with subsection 5.11(d).


                                      -75-
<PAGE>
          (h) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Term Loans and
Term Loan Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, (x) any pledge or assignment by a Lender of any Term Loan or Term
Loan Note to any Federal Reserve Bank in accordance with applicable law and (y)
in the case of a Lender that is a fund, with the consent of the Administrative
Agent, any pledge or assignment by such Lender of all or any portion of its Term
Loans and Term Loan Notes to its trustee in support of its obligations to its
trustee; provided that no such pledge or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such
pledge or assignee for such Lender as a party hereto.

          (i) Each Lender, upon execution and delivery hereof or upon succeeding
to an interest in the Term Loan Commitments or Term Loans, as the case may be,
represents and warrants as of the Closing Date or as of the effective date of
the applicable Assignment and Acceptance that (i) it is an Eligible Assignee;
(ii) it has experience and expertise in the making of or investing in
commitments or loans such as the Term Loans; and (iii) it will make or invest in
its Term Loans for its own account in the ordinary course of its business and
without a view to distribution of such Term Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws (it being
understood that, subject to the provisions of this subsection 12.6, the
disposition of such Term Loan Commitments or Term Loans or any interests therein
shall at all times remain within its exclusive control).

          12.7 Set-off. Subject to the terms of the Intercreditor Agreement, in
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Company, any such notice being
expressly waived by the Company to the extent permitted by applicable law, upon
the occurrence and during the continuation of any Event of Default or upon the
filing of a petition under any of the provisions of the federal bankruptcy code
or amendments thereto, by or against; the making of an assignment for the
benefit of creditors by; the application for the appointment, or the
appointment, of any receiver of, or of any substantial portion of the property
of; the issuance of any execution against any substantial portion of the
property of; the issuance of a subpoena or order, in supplementary proceedings,
against or with respect to any substantial portion of the property of; or the
issuance of a warrant of attachment against any substantial portion of the
property of; the Company to set off and apply against any indebtedness, whether
matured or unmatured, of the Company to such Lender, any amount owing from such
Lender to the Company, at or at any time after, the happening of any of the
above mentioned events, and as security for such indebtedness, the Company
hereby grants to each Lender a continuing security interest in any and all
deposits, accounts or moneys of the Company, then or thereafter maintained with
such Lender, subject in each case to subsection 12.8 of this Agreement. The
aforesaid right of set-off may be exercised by such Lender against the Company
or against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver or execution, judgment or attachment creditor of
the Company, or against anyone else claiming through or against the Company or
such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition; assignment for the
benefit of creditors; appointment or application for the appointment of a
receiver; or issuance of execution, subpoena, order or warrant. Each Lender
agrees promptly to notify the Company, and the Administrative Agent after any
such set-off and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such set-off and application.

          12.8 Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Company in respect of any obligations
hereunder, it shall distribute such payment to the Lenders pro rata


                                      -76-
<PAGE>
based upon their respective shares, if any, of the obligations with respect to
which such payment was received.

          (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Term Loans of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
obligation then owed and due to such Lender bears to the total of such
obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
respective obligations of the respective Credit Party to such Lenders in such
amount as shall result in a proportional participation by all the Lenders in
such amount; provided that if all or any portion of such excess amount is
thereafter recovered from such Lender, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

          12.9 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent. This Agreement
shall become effective with respect to the Company, the Administrative Agent,
the Arrangers and the Lenders when the Administrative Agent shall have received
copies of this Agreement executed by the Company, the Administrative Agent, the
Arrangers and the Lenders, or, in the case of any Lender, shall have received
telephonic confirmation from such Lender stating that such Lender has executed
counterparts of this Agreement or the signature pages hereto and sent the same
to the Administrative Agent.

          12.10 Governing Law; No Third Party Rights. This Agreement and the
Term Loan Notes and the rights and obligations of the parties under this
Agreement and the Term Loan Notes shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York. This Agreement
is solely for the benefit of the parties hereto and their respective successors
and assigns, and, except as set forth in subsection 12.6, no other Persons shall
have any right, benefit, priority or interest under, or because of the existence
of, this Agreement.

          12.11 Submission to Jurisdiction; Waivers. (a) Each party to this
Agreement hereby irrevocably and unconditionally:

               (i) submits for itself and its property in any legal action or
          proceeding relating to this Agreement or any of the other Credit
          Documents, or for recognition and enforcement of any judgment in
          respect thereof, to the non-exclusive general jurisdiction of the
          courts of the State of New York, the courts of the United States for
          the Southern District of New York, and appellate courts from any
          thereof;

               (ii) consents that any such action or proceeding may be brought
          in such courts, and waives any objection that it may now or hereafter
          have to the venue of any such action or proceeding in any such court
          or that such action or proceeding was brought in an inconvenient court
          and agrees not to plead or claim the same;

               (iii) agrees that service of process in any such action or
          proceeding may be effected by mailing a copy thereof by registered or
          certified mail (or any substantially similar form of mail), postage
          prepaid, to such party at its address set forth in subsection


                                      -77-
<PAGE>
          12.2 or at such other address of which the Administrative Agent shall
          have been notified pursuant thereto;

               (iv) agrees that nothing herein shall affect the right to effect
          service of process in any other manner permitted by law or shall limit
          the right to sue in any other jurisdiction; and

               (v) waives, to the maximum extent not prohibited by law, any
          right it may have to claim or recover in any legal action or
          proceeding referred to in this Section any special, indirect,
          exemplary, consequential or punitive damages.

          (b) Each party hereto unconditionally waives trial by jury in any
legal action or proceeding referred to in paragraph (a) above and any
counterclaim therein.

          12.12 Releases. The Administrative Agent and Lenders agree to
cooperate with the Company and its Subsidiaries with respect to any sale or
other disposition permitted by subsection 9.5 and promptly take such action and
execute and deliver such instruments and documents necessary to release the
liens and security interests created by the Security Documents relating to any
of the assets or property affected by any such sale permitted by subsection 9.5,
including, without limitation, any Uniform Commercial Code amendment, release or
termination or partial release or termination statements, provided that such
liens and security interests in Receivables Facility Assets shall only be
required to be released to the extent required by the relevant Receivables
Facility. The Administrative Agent is hereby further authorized to execute
acknowledgments with respect to the Receivables Facility as may be reasonably
requested by the Company.

          12.13 Interest. Each provision in this Agreement and each other Credit
Document is expressly limited so that in no event whatsoever shall the amount
paid, or otherwise agreed to be paid, by the Company for the use, forbearance or
detention of the money to be loaned under this Agreement or any other Credit
Document or otherwise (including any sums paid as required by any covenant or
obligation contained herein or in any other Credit Document which is for the
use, forbearance or detention of such money), exceed that amount of money which
would cause the effective rate of interest to exceed the highest lawful rate
permitted by applicable law (the "Highest Lawful Rate"), and all amounts owed
under this Agreement and each other Credit Document shall be held to be subject
to reduction to the effect that such amounts so paid or agreed to be paid which
are for the use, forbearance or detention of money under this Agreement or such
other Credit Document shall in no event exceed that amount of money which would
cause the effective rate of interest to exceed the Highest Lawful Rate.
Notwithstanding any provision in this Agreement or any other Credit Document to
the contrary, if the maturity of the Term Loans or the obligations in respect of
the other Credit Documents are accelerated for any reason, or in the event of
any prepayment of all or any portion of the Term Loans or the obligations in
respect of the other Credit Documents by the Company or in any other event,
earned interest on the Term Loans and such other obligations of the Company may
never exceed the Highest Lawful Rate, and any unearned interest otherwise
payable on the Term Loans or the obligations in respect of the other Credit
Documents that is in excess of the Highest Lawful Rate shall be cancelled
automatically as of the date of such acceleration or prepayment or other such
event and (if theretofore paid) shall, at the option of the holder of the Term
Loans or such other obligations, be either refunded to the Company or credited
on the principal of the Term Loans. In determining whether or not the interest
paid or payable, under any specific contingency, exceeds the Highest Lawful
Rate, the Company and the Lenders shall, to the maximum extent permitted by
applicable law, amortize, prorate, allocate and spread, in equal parts during
the period of the actual term of this Agreement, all interest at any time
contracted for, charged, received or reserved in connection with this Agreement.


                                      -78-
<PAGE>
          12.14 Special Indemnification. Notwithstanding any provision in this
Agreement to the contrary, (A) each Lender, or Transferee of any Lender pursuant
to subsection 12.6(g) of this Agreement, shall indemnify the Company and the
Administrative Agent, and hold each of them harmless against any and all
payments, expenses or taxes which the Company or the Administrative Agent may
become subject to or obligated to pay if and to the extent that, (i) on the
Closing Date or the effective date of transfer, as the case may be, such Lender,
or such Transferee of a Lender pursuant to subsection 12.6(g) of this Agreement,
(a) makes the representation and covenants set forth in subsection 5.11(d)(2) of
this Agreement or, in the case of a Transferee, pursuant to subsection 12.6(g)
of this Agreement and the Assignment and Acceptance, and (b) is not in fact also
qualified to make the representation and covenants set forth in subsection
5.11(d)(1) of this Agreement or, in the case of a Transferee, pursuant to
subsection 12.6(g) of this Agreement and the Assignment and Acceptance, and (ii)
as a result of any Change in Law or compliance by such Lender, or Transferee,
with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority the Company or the Administrative
Agent is required to make any additional payments on account of U.S. withholding
taxes and amounts related thereto with respect to any payments under this
Agreement, any Term Loan Note, or a Eurodollar Loan, made prior to such Change
in Law or request or directive, none of which payments would have been required
if such Lender, or Transferee, was qualified on the Closing Date or the date of
the transfer, as the case may be, to make the representation and covenants set
forth in subsection 5.11(d)(1) of this Agreement or pursuant to subsection
12.6(g) of this Agreement and the Assignment and Acceptance, as the case may be,
and (B) each Lender, or Transferee, agrees that to the extent any amount payable
by such Lender or Transferee pursuant to this subsection 12.14 remains unpaid on
any Interest Payment Date or the date on which any prepayment is made, the
Company shall have the right to set-off against any payment due to such Lender
or Transferee on such date any amounts owing to the Company pursuant to this
subsection 12.14.

          12.15 Permitted Payments and Transactions. Notwithstanding any
provision to the contrary contained in this Agreement, the Company and its
Subsidiaries shall be permitted to make payments (including fees and expenses)
pursuant to or in respect of, the following agreements, and, in the case of
clauses (a) and (d) below, to engage in the following transactions: (a) (i) the
Financing Advisory Agreement, dated as of October 8, 1997 between Investcorp
International Inc. and the Company, (ii) the Amended and Restated Agreement For
Management Advisory, Strategic Planning and Consulting Services, dated as of
June 11, 2003 among Investcorp International Inc. and the Company; (iii) the
Stand-By Commitment Letter, dated as of November 19, 1997, between Invifin, S.A.
and the Company and (iv) the Management Services Agreement, dated as of June 11,
2003, between the Company and Leonard Green Partners, L.P.; provided that on and
after the Closing Date, the Company shall not pay (but shall accrue) any
management fees under this clause (a) if, on the date such fees are due and
payable the sum of (x) the domestic cash and Cash Equivalent balances without
encumbrances (other than Liens permitted pursuant to subsection 9.2(f) or
subsection 9.2(m)) of the Company and the Subsidiary Guarantors on such date,
plus (y) availability under all Receivables Facilities, plus (z) unutilized
revolving loan commitments under the First Lien Facility, is less than
$35,000,000; (b) agreements with any Person or Persons providing for the payment
of customary fees in connection with serving as a director of the Company or any
Subsidiary of the Company; (c) agreements providing for the payment of
commercially reasonable fees in connection with any permitted financing,
refinancing, sale, transfer, sale and leaseback or other permitted disposition
of any assets of the Company or its Subsidiaries; (d) the borrowing of any
Indebtedness to the extent, and upon the terms and conditions, the same is
expressly permitted under subsection 9.1; and (e) agreements providing for
commercially reasonable fees in connection with any permitted purchase or
acquisition of stock or assets by the Company or any of its Subsidiaries.

          12.16 Patriot Act. Each Lender and the Administrative Agent (for
itself and not on behalf of any other party) hereby notifies Holdings and the
Company that, pursuant to the requirements


                                      -79-
<PAGE>
of the Patriot Act, it is required to obtain, verify and record information that
identifies Holdings and the Company, which information includes the names and
addresses and other information that will allow such Lender or Administrative
Agent, as applicable, to identify Holdings and the Company in accordance with
the Patriot Act. The Company will, and will cause each of its Subsidiaries to,
provide, to the extent commercially reasonable or required by any Requirement of
Law, such information and take such actions as are reasonably requested by the
Administrative Agent or any Lender to assist the Administrative Agent and the
Lenders in maintaining compliance with the Patriot Act and any other applicable
"know your customer" and anti-money laundering rules and regulations.

          12.17 Acknowledgments. The Company hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Credit Documents;

          (b) neither the Administrative Agent, any Arranger nor any Lender has
     any fiduciary relationship with or duty to Holdings, the Company or any
     other Credit Party arising out of or in connection with this Agreement or
     any of the other Credit Documents, and the relationship between the
     Administrative Agent, the Arrangers and the Lenders, on one hand, and
     Holdings, the Company and the other Credit Parties, on the other hand, in
     connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Credit
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among Holdings, the Company or any other Credit
     Party and the Lenders.

          12.18 Intercreditor Agreement. (a) REFERENCE IS MADE TO THE
INTERCREDITOR AGREEMENT DATED AS OF MAY 10, 2005 (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED OR REPLACED FROM TIME TO TIME IN ACCORDANCE
WITH THE TERMS THEREOF, THE "INTERCREDITOR AGREEMENT"), AMONG THE COMPANY,
WERNER HOLDING CO. (PA), INC., THE SUBSIDIARIES OF THE COMPANY PARTY THERETO,
JPMORGAN CHASE BANK, N.A., AS FIRST LIEN ADMINISTRATIVE AGENT (AS DEFINED
THEREIN), AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS
BRANCH, AS SECOND LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN). EACH LENDER
HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR
AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE
INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO
ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D)
AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE
INTERCREDITOR AGREEMENT AS ADMINISTRATIVE AGENT AND ON BEHALF OF SUCH LENDER.

          (b) The Administrative Agent is hereby authorized by the Lenders,
without any subsequent consent or approval, to enter into amendments,
supplements or other modifications to, or replacements of, the Intercreditor
Agreement in connection with a refinancing or replacement of the First Lien
Credit Agreement as required under the Intercreditor Agreement.


                                      -80-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.

                                       WERNER HOLDING CO. (DE), INC.


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------


                                       CREDIT SUISSE FIRST BOSTON,
                                       acting through its Cayman Islands branch,
                                          as Administrative Agent,
                                          as an Arranger and as a Lender


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------


                                       MORGAN STANLEY SENIOR FUNDING, INC.,
                                          as an Arranger and as a Lender


                                       By:
                                           -------------------------------------
                                       Title:
                                              ----------------------------------


                                      -81-
<PAGE>
                                                                       EXHIBIT A
                                                                          TO THE
                                                                CREDIT AGREEMENT

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, BEGINNING NO LATER THAN TEN
DAYS AFTER THE ISSUE DATE OF THIS NOTE, THE HOLDER OF THIS NOTE MAY REQUEST, AND
WILL PROMPTLY BE MADE AVAILABLE UPON SUCH REQUEST, THE FOLLOWING INFORMATION
WITH RESPECT TO THE NOTE; ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE
DATE, AND YIELD TO MATURITY, SUCH INFORMATION WILL BE PROVIDED BY LARRY FRIEND,
CHIEF FINANCIAL OFFICER, AT (724) 588-2000.

                             FORM OF TERM LOAN NOTE

$__________                                                   New York, New York
                                                                    May 10, 2005

          FOR VALUE RECEIVED, the undersigned, Werner Holding Co. (DE), Inc., a
Delaware corporation (the "Borrower"), hereby promises to pay to the order of
_________________ (the "Lender") at the office of Credit Suisse First Boston,
Eleven Madison Avenue, New York, New York 10010, in lawful money of the United
States and in immediately available funds, the principal amount of ___________
DOLLARS ($______________) plus any Accreted Amounts and Default Rate Accreted
Amounts, or, if less, the aggregate unpaid principal amount of all Term Loans of
the Lender outstanding under the Credit Agreement referred to below, which sum
shall be due and payable in such amounts and on such date as are set forth in
the Credit Agreement, dated as of May 10, 2005 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the several lenders from time to time parties
thereto (the "Lenders"), Credit Suisse First Boston, acting through its Cayman
Islands branch ("CSFB"), as joint bookrunner and joint lead arranger, Morgan
Stanley Senior Funding, Inc., as joint bookrunner and joint lead arranger, and
CSFB, as administrative agent for the Lenders. The Borrower further agrees to
pay interest at said office, in like money, from the date hereof on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in subsection 5.5 of the Credit Agreement; provided that a
portion of such interest shall accrete and shall not be payable in cash until
maturity, as provided in Section 5.5 of the Credit Agreement. The holder of this
Term Loan Note is authorized to record the Closing Date, Type and amount of the
Term Loan of the Lender outstanding under the Credit Agreement, the date and
amount of each payment or prepayment of principal hereof, and the date of each
interest rate conversion or continuation pursuant to subsection 5.2 of the
Credit Agreement and the principal amount subject thereto, on the schedules
annexed hereto and made a part hereof and any such recordation shall constitute
prima facie evidence of the information so recorded, provided that the failure
of the Lender to make such recordation (or any error in such recordation) shall
not affect the obligations of the Borrower hereunder or under the Credit
Agreement.

          This Term Loan Note is one of the Term Loan Notes referred to in the
Credit Agreement and is entitled to the benefits thereof and is subject to
optional and mandatory prepayment in whole or in part as provided therein. Terms
used herein which are defined in the Credit Agreement shall have such defined
meanings unless otherwise defined herein or unless the context otherwise agrees.
<PAGE>
          This Term Loan Note is secured and guaranteed as provided in the
Security Documents and the Guarantees. Reference is hereby made to the Security
Documents and the Guarantees for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the
security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this
Term Loan Note in respect thereof. The Borrower agrees to pay all costs and
expenses incurred by the Lender in connection with the enforcement of its rights
and remedies under the Credit Agreement, this Term Loan Note, the Security
Documents and each other Credit Document; provided that the Borrower shall have
no obligation hereunder with respect to costs and expenses of the Lender arising
from (i) the Lender's gross negligence or willful misconduct, (ii) legal
proceedings commenced against the Lender by any security holder or creditor
thereof arising out of and based upon rights afforded any such security holder
or creditor solely in its capacity as such or (iii) legal proceedings commenced
against any Lender by any Transferee thereof relating to the sale of an
assignment or participation interest, excluding any such proceedings relating to
or arising out of the primary syndication by the Arrangers or their affiliates.

          Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Term Loan Note shall become, or may be declared to be, immediately due and
payable all as provided therein.

          All parties now and hereafter liable with respect to this Term Loan
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  [Remainder of page intentionally left blank]


                                       2
<PAGE>
          THIS TERM LOAN NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN
THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE
CREDIT AGREEMENT.

          THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                        WERNER HOLDING CO. (DE), INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                                                      SCHEDULE A
                                                                          TO THE
                                                                  TERM LOAN NOTE

                            ALTERNATE BASE RATE LOANS
                   AND REPAYMENTS OF ALTERNATE BASE RATE LOANS

<TABLE>
<CAPTION>
                                                                                       Unpaid
                                           Accreted                                   Principal
           Amount of        Amount        Amounts and                  Amount        Balance of
           Alternate     Converted to    Default Rate   Amount of   Converted to   Alternate Base
           Base Rate      Alternate        Accreted     Principal    Eurodollar         Rate        Notation Made
  Date       Loans     Base Rate Loans      Amounts       Repaid        Loans           Loans             By
--------   ---------   ---------------   ------------   ---------   ------------   --------------   -------------
<S>        <C>         <C>               <C>            <C>         <C>            <C>              <C>
________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________

________   _________   _______________   ____________   _________   ____________   ______________   _____________
</TABLE>
<PAGE>
                                                                      SCHEDULE B
                                                                          TO THE
                                                                  TERM LOAN NOTE

                                EURODOLLAR LOANS
                       AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE>
<CAPTION>
                                        Accreted    Interest Period
                          Amount        Amounts           and                         Amount       Unpaid
           Amount of   Converted to   and Default      Eurodollar                 Converted to   Principal
             Euro-         Euro-          Rate         Rate with      Amount of     Alternate    Balance of
             dollar       dollar        Accreted        Respect       Principal     Base Rate    Eurodollar   Notation
  Date       Loans         Loans        Amounts         Thereto         Repaid        Loans         Loans      Made By
--------   ---------   ------------   -----------   ---------------   ---------   ------------   ----------   --------
<S>        <C>         <C>            <C>           <C>               <C>         <C>            <C>          <C>
________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________

________   _________   ____________   ___________   _______________   _________   ____________   __________   ________
</TABLE>


                                        5
<PAGE>
                                                                       EXHIBIT E
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Credit Agreement, dated as of May 10, 2005
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Borrower"), the several lenders from time to time parties thereto (the
"Lenders"), Credit Suisse First Boston, acting through its Cayman Islands branch
("CSFB"), as joint bookrunner and joint lead arranger, Morgan Stanley Senior
Funding, Inc., as joint bookrunner and joint lead arranger, and CSFB, as
administrative agent (together with its successors in such capacity, the
"Administrative Agent") for the Lenders. Terms defined in the Credit Agreement
and not otherwise defined herein are used herein with the same meanings.

          ____________________ (the "Assignor") and ____________________ (the
"Assignee") agree as follows:

          1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest (the "Assigned Interest") in and
to the Assignor's rights and obligations under the Credit Agreement with respect
to those Term Loan Commitments and Term Loans as are set forth on Schedule 1
(the "Assigned Facility"), in a principal amount as set forth on Schedule 1.

          2. The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement, any other Credit Document or
any other instrument or document furnished pursuant thereto, or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement, any other Credit Document or any other instrument or document
furnished pursuant thereto, other than that it has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower, any of the Borrower's Subsidiaries or any other obligor or the
performance or observance by the Borrower, any of the Borrower's Subsidiaries or
any other obligor of any of their respective obligations under the Credit
Agreement or any other Credit Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) attaches the Term Loan Note(s), if
any, held by it evidencing the Assigned Facility and requests that the
Administrative Agent exchange such Term Loan Note(s) for a new Term Loan Note or
Term Loan Notes payable to the Assignee (if requested by the Assignee) and (if
the Assignor has retained any interest in the Assigned Facility) a new Term Loan
Note or Term Loan Notes payable to the Assignor (if requested by the Assignor)
in the respective amounts which reflect the assignment being made hereby (and
after giving effect to any other assignments which have become effective on the
Effective Date (as defined below));
<PAGE>
and (iv) represents and warrants that it is legally authorized to enter into
this Assignment and Acceptance.

          3. The Assignee (i) represents and warrants that (A) it is legally
authorized to enter into this Assignment and Acceptance, (B) it is an Eligible
Assignee, (C) it has experience and expertise in the making of or investing in
commitments or loans such as the Term Loans and (D) it will make or invest in
its Term Loans for its own account in the ordinary course of its business and
without a view to distribution of such Term Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws; (ii)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements referred to in subsection 8.1 of the Credit
Agreement and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (iii) agrees that it will, independently and without reliance upon
the Assignor, the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement, the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (v) agrees that it will
be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender including, if it is
organized under the laws of a jurisdiction outside the United States, its
obligations pursuant to subsections 5.11(d) and 12.6(g) of the Credit Agreement
to deliver the forms prescribed by the Internal Revenue Service of the United
States certifying as to the Assignee's exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the Credit
Agreement, or such other documents as are necessary to indicate that all such
payments are subject to such tax at a rate reduced by an applicable tax treaty.

          4. The effective date of this Assignment and Acceptance shall be the
date as set forth in Schedule 1 hereof (the "Effective Date"). Following the
execution of this Assignment and Acceptance, it will be delivered to the
Administrative Agent for acceptance by it and recording by the Administrative
Agent pursuant to subsection 12.6(e) of the Credit Agreement, effective as of
the Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

          5. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

          6. From and after the Effective Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Credit Documents and shall be bound by the provisions thereof and (ii) the
Assignor shall, to the extent provided in this Assignment


                                       2
<PAGE>
and Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement.

          7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  [Remainder of page intentionally left blank]


                                       3
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers.

ASSIGNEE                                ASSIGNOR


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

Accepted and Consented to:

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands branch,
as Administrative Agent


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------
<PAGE>
                                                                      SCHEDULE I
                                                                          TO THE
                                                       ASSIGNMENT AND ACCEPTANCE

Name of Assignor: ______________________________________________________________

Name of Assignee: ______________________________________________________________

Effective Date of Assignment: __________________________________________________

<TABLE>
<CAPTION>
                  Commitment Percentages Assigned (to at least fifteen decimals)
   Principal        (shown as a percentage of aggregate principal amount of all
Amount Assigned                              Lenders)
---------------   --------------------------------------------------------------
<S>               <C>
       $                                         %
</TABLE>
<PAGE>
                              COLLATERAL AGREEMENT

          COLLATERAL AGREEMENT, dated as of May 10, 2005, made by each of the
signatories hereto (together with any other entity that may become a party
hereto as provided herein, the "Grantors"), in favor of CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands branch ("CSFB"), as administrative
agent (together with its successors in such capacity, the "Administrative
Agent") for the several lenders (the "Lenders") from time to time parties to the
Credit Agreement (as defined below):

                                   WITNESSETH:

          WHEREAS, pursuant to the Credit Agreement, dated as of the date hereof
(as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among Werner Holding Co. (DE), Inc.,
a Delaware corporation (the "Company"), the Lenders, the Administrative Agent,
CSFB, as joint bookrunner and joint lead arranger, and Morgan Stanley Senior
Funding, Inc., as joint book runner and joint lead arranger, the Lenders have
severally agreed to make loans to the Company upon the terms and subject to the
conditions set forth therein;

          WHEREAS, the Company has also entered into (a) that Credit Agreement,
dated as of June 11, 2003 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the "First Lien Credit
Agreement"), by and among the lenders party thereto from time to time, Citigroup
Global Markets Inc., as syndication agent, Citigroup Global Markets Inc. and J.
P. Morgan Securities, Inc., as joint lead arrangers and joint bookrunners, and
JPMorgan Chase Bank, as administrative agent (together with its successors in
such capacity, the "First Lien Administrative Agent"), and (b) that certain
Collateral Agreement, dated as of June 11, 2003 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the "First
Lien Collateral Agreement"), by and among each of the Grantors and First Lien
Administrative Agent, pursuant to which each Grantor has granted a first
priority Lien to the First Lien Administrative Agent for the benefit of the
holders of the First Lien Obligations on the Collateral to secure such Grantor's
obligations under the First Lien Credit Documents;

          WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective loans to the Company under the Credit Agreement that
Werner Holding Co. (PA), Inc., a Pennsylvania corporation ("Holdings"), and each
of the Grantors (other than the Company) shall have executed and delivered to
the Administrative Agent for the ratable benefit of the Lenders a guarantee of
the obligations of the Company under the Credit Agreement;

          WHEREAS, in satisfaction of such condition, certain of the Grantors
have entered into a Guarantee of even date herewith (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
"Guarantee") for the benefit of the Administrative Agent and the Lenders; and

          WHEREAS, it is a further condition precedent to the obligation of the
Lenders to make their respective Loans to the Company under the Credit Agreement
that the Grantors shall have executed and delivered this Collateral Agreement to
secure payment and performance of the Obligations.

          NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
make their respective loans to the Company under the Credit Agreement, each
Grantor hereby agrees with the Administrative Agent, for the ratable benefit of
the Lenders, as follows:
<PAGE>
          1. Defined Terms. Unless otherwise defined herein or in the preamble
or recitals hereto, terms which are defined in the Credit Agreement and used
herein are so used as so defined; the following terms which are defined in the
Uniform Commercial Code in effect in the State of New York on the date hereof
are used herein as so defined: Certificated Security, Chattel Paper, Documents,
Farm Products, Goods, Instruments and Inventory; and the following terms shall
have the following meanings:

          "Accounts" means all accounts receivable other than any Receivables
     Facility Assets, book debts, notes, drafts, instruments, documents,
     acceptances and other forms of obligations now owned or hereafter received
     or acquired by or belonging or owing to any Grantor (including under any
     trade names, styles or divisions thereof) whether arising out of personal
     property owned or leased by it, Goods sold by it or services rendered by it
     or from any other transaction, whether or not the same involves the lease
     of personal property, sale of Goods or performance of services by such
     Grantor (including, without limitation, any such obligation which would be
     characterized as an account, general intangible or chattel paper under the
     Code) and all of such Grantor's rights in, to and under all purchase orders
     now owned or hereafter received or acquired by it for Goods or services,
     and all of such Grantor's rights to any Goods represented by any of the
     foregoing (including returned or repossessed Goods and unpaid seller's
     rights) and all moneys due or to become due to such Grantor under all
     contracts for the sale of Goods and/or the performance of services by it
     (whether or not yet earned by performance), under any lease of real or
     personal property (to the extent the grant of such a security interest is
     permitted by applicable law and is not prohibited by such lease), or under
     any franchise agreement, or in connection with any other transaction, now
     in existence or hereafter arising, including without limitation the right
     to receive the proceeds of said purchase orders and contracts and rents
     under such leases, and all collateral security and guarantees of any kind
     given by any Person with respect to any of the foregoing.

          "Agreement" means this Collateral Agreement, as amended, supplemented
     or otherwise modified from time to time.

          "Code" means the Uniform Commercial Code as from time to time in
     effect in the State of New York.

          "Collateral" has the meaning assigned to such term in Section 2 of
     this Agreement.

          "Company Obligations" means the unpaid principal amount of, and
     interest on (including interest accruing on or after the filing of any
     petition in bankruptcy, or the commencement of any insolvency,
     reorganization or like proceeding, relating to any Grantor or the Company,
     whether or not a claim for such post-filing or post-petition interest is
     allowed), the Loans and all other obligations and liabilities of each
     Grantor to the Administrative Agent or the Lenders, whether direct or
     indirect, absolute or contingent, due or to become due, or now existing or
     hereafter incurred, which may arise under, out of, or in connection with,
     the Credit Agreement, the other Credit Documents and any other document
     executed and delivered or given in connection therewith or herewith,
     whether on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses (including, without limitation, all reasonable
     fees and disbursements of counsel to the Administrative Agent or the
     Lenders that are required to be paid by each pursuant to the terms of the
     Credit Agreement) or otherwise.

          "Contract" means, with respect to an Account, any agreement relating
     to the terms of payment or the terms of performance thereof, including,
     without limitation, (a) all rights of each Grantor to receive moneys due
     and to become due to it thereunder or in connection therewith, (b)


                                        2
<PAGE>
     all rights of each Grantor to damages arising out of, or for, breach or
     default in respect thereof and (c) all rights of each Grantor to perform
     and to exercise all remedies thereunder.

          "Copyright License" means any written agreement, naming any Grantor,
     as licensor or licensee, granting any right to use any registered Copyright
     including, without limitation, any referred to in Schedule II hereto.

          "Copyrights" means all of the following to the extent any Grantor now
     or hereafter has any right, title or interest: (a) all copyrights and all
     registrations and applications therefor, including, without limitation, any
     referred to in Schedule II hereto, and (b) all renewals of such copyrights.

          "Credit Documents" shall have the meaning assigned to such term in the
     Credit Agreement.

          "Discharge of First Lien Obligations" shall have the meaning assigned
     to such term in the Intercreditor Agreement.

          "Equipment" means all machinery, equipment and furniture except
     Vehicles, now owned or hereafter acquired by any Grantor or in which any
     Grantor now has or hereafter may acquire any right, title or interest and
     any and all additions, substitutions and replacements thereof, wherever
     located, together with all attachments, components, parts, equipment and
     accessories installed therein or affixed thereto, including, but not
     limited to, all equipment as defined in Section 9-102 of the Code.

          "First Lien Administrative Agent" shall have the meaning assigned to
     such term in the recitals.

          "First Lien Credit Agreement" shall have the meaning assigned to such
     term in the recitals.

          "First Lien Credit Documents" shall have the meaning assigned to such
     term in the Intercreditor Agreement.

          "First Lien Collateral Agreement" shall have the meaning assigned to
     such term in the recitals.

          "First Lien Obligations" shall have the meaning assigned to such term
     in the Intercreditor Agreement.

          "Foreign Subsidiary Voting Stock" means the voting Capital Stock of
     any Foreign Subsidiary.

          "General Intangibles" has the meaning given to it in the Code and
     includes, whether or not so included in such meaning, any franchise
     agreements or rights in favor of or granted by any Grantor to know-how,
     trade secrets, product or service development ideas and designs,
     advertising commercials, renderings, strategies and plans, blueprints,
     architectural drawings, site location, personnel and franchisee
     information, proprietary information, computer and software technology and
     programs, contracts with distributors, and any similar items, all interest
     rate, foreign currency or similar agreements and general intangibles
     attributable to the Capital Stock of each Subsidiary.


                                        3
<PAGE>
          "Guarantor Obligations" means all obligations and liabilities of each
     Grantor which may arise under, out of, or in connection with this
     Agreement, the Guarantee or any other Credit Document to which such Grantor
     is a party, in each case whether on account of guarantee obligations,
     reimbursement obligations, fees, indemnities, costs, expenses or otherwise
     (including, without limitation, all fees and disbursements of counsel to
     the Administrative Agent or the Lenders that are required to be paid by
     such Grantor pursuant to the terms of any of the foregoing agreements).

          "Intercreditor Agreement" shall have the meaning assigned to such term
     in Section 3(b) of this Agreement.

          "Investment Property" means (a) all "investment property" as such term
     is defined in Section 9-102 of the Code and (b) whether or not constituting
     "investment property" as so defined, all Pledged Notes and all Pledged
     Stock.

          "Issuers" means (a) the companies identified on Schedule V hereto as
     the issuers of the Pledged Notes, (b) the companies identified on Schedule
     VI hereto as the issuers of the Pledged Stock, (c) any other Subsidiaries
     of the Company created or acquired after the date hereof the equity of
     which is required to be pledged by this Agreement or subsection 8.9(b) or
     8.9(c) of the Credit Agreement and (d) any other issuer of any Investment
     Property; and individually, each an "Issuer".

          "License" means any Copyright License, Patent License or Trademark
     License.

          "Obligations" means the collective reference to (a) the Company
     Obligations, (b) the Guarantor Obligations and (c) the Obligations under
     (and as defined in) the Holdings Guarantee, dated as of the date hereof, by
     Holdings in favor of the Administrative Agent.

          "Patent License" means any agreement, whether written or oral,
     providing for the grant by or to any Grantor of any right to manufacture,
     use or sell any invention covered in whole or in part by a Patent,
     including, without limitation, any Patent referred to in Schedule III
     hereto.

          "Patents" means (a) all letters patent of the United States or any
     other country and all reissues and extensions thereof, including, without
     limitation, any thereof referred to in Schedule III hereto and (b) all
     applications for letters patent of the United States or any other country
     and all divisions, continuations and continuations-in-part thereof,
     including, without limitation, any thereof referred to in Schedule III
     hereto.

          "Pledged Notes" means all promissory notes listed on Schedule V
     hereto, and, if requested by the Administrative Agent, any other promissory
     note issued to or held by any Grantor (other than promissory notes issued
     in connection with extensions of trade credit by such Grantor (other than
     to a Subsidiary of such Grantor) in the ordinary course of business and
     Undelivered Notes).

          "Pledged or Controlled Collateral" shall have the meaning assigned to
     such term in the Intercreditor Agreement.

          "Pledged Stock" means the shares of Capital Stock listed on Schedule
     VI hereto, together with all stock certificates, options or rights of any
     nature whatsoever that may be issued or granted by any Issuer to any
     Grantor and that are required by this Agreement or the Credit Agreement to
     be pledged hereunder while this Agreement is in effect; provided that in no
     event


                                       4
<PAGE>
     shall more than 65% of the total outstanding Foreign Subsidiary Voting
     Stock of any Foreign Subsidiary be required to be pledged hereunder, and
     any shares of Foreign Subsidiary Voting Stock of any Foreign Subsidiary in
     excess of 65% of the shares of such class of capital stock of such Issuer
     held at any time by the Administrative Agent shall not be Pledged Stock and
     shall not be subject to the security interest granted hereby and shall be
     held by the Administrative Agent solely for the benefit of the Company.
     Notwithstanding anything to the contrary in this Agreement, Pledged Stock
     shall not include shares of capital stock of (i) any Immaterial Subsidiary
     (so long as it continues to constitute an Immaterial Subsidiary) and (ii)
     any Receivables SPV to the extent a pledge of the capital stock thereof is
     not required under Section 8.9(g) of the Credit Agreement.

          "Proceeds" means "proceeds", as such term is defined in Section 9-102
     of the Code and, to the extent not included in such definition, shall
     include, without limitation, (a) any and all proceeds of any insurance,
     indemnity, warranty, guaranty or letter of credit payable to any Grantor,
     from time to time with respect to any of the Collateral, (b) all payments
     (in any form whatsoever) paid or payable to any Grantor from time to time
     in connection with any taking of all or any part of the Collateral by any
     Governmental Authority or any Person acting under color of Governmental
     Authority, (c) all judgments in favor of any Grantor in respect of the
     Collateral, (d) all dividends or other income from the Investment Property,
     collections thereon or distributions or payments with respect thereto and
     (e) all other amounts from time to time paid or payable or received or
     receivable under or in connection with any of the Collateral.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Security Interest" shall have the meaning assigned to such term in
     Section 6(j) of this Agreement.

          "Stock Issuer" means each Issuer of Pledged Stock.

          "Trademark License" means any agreement, whether written or oral,
     providing for the grant by or to any Grantor of any right to use any
     Trademark, including, without limitation, any thereof referred to in
     Schedule IV hereto.

          "Trademarks" means (a) all registered trademarks, trade names,
     corporate names, company names, business names, fictitious business names,
     trade styles, service marks, logos and other source or business
     identifiers, and the goodwill associated therewith, now existing or
     hereafter adopted or acquired, all registrations and recordings thereof,
     and all applications in connection therewith, whether in the United States
     Patent and Trademark Office or in any similar office or agency of the
     United States, any state thereof or any other country or any political
     subdivision thereof, or otherwise, including, without limitation, any
     thereof referred to in Schedule IV hereto, and (b) all renewals thereof.

          "Undelivered Notes" means any promissory notes issued to any Grantor
     so long as the aggregate principal amount of all Undelivered Notes shall
     not exceed, at any time, $1,000,000.

          "Vehicles" means all cars, trucks, trailers and other vehicles covered
     by a certificate of title law of any state.

          2. Grant of Security Interest. As collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations, each Grantor hereby assigns
and transfers to the Administrative Agent, and hereby grants to


                                       5
<PAGE>
the Administrative Agent, for the benefit of the Lenders, a security interest in
all of the following property now owned or at any time hereafter acquired by
such Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest, excluding, however, (x) Vehicles, (y)
assets acquired or owned pursuant to subsection 9.6(h) of the Credit Agreement
that are not (I) equity interests to the extent that a pledge of such interests
would not be prohibited under the governing documents or agreements with respect
to the entity to which such interests relate or by any agreements to which such
entity is a party or (II) assets of Subsidiary Guarantors and (z) Receivables
Facility Assets (collectively, the "Collateral"):

          (a)  all Accounts;

          (b)  all Chattel Paper;

          (c)  all Contracts;

          (d)  all Copyrights;

          (e)  all Copyright Licenses;

          (f)  all Documents;

          (g)  all Equipment;

          (h)  all General Intangibles;

          (i)  all Instruments;

          (j)  all Inventory;

          (k)  all Investment Property;

          (l)  all Patents;

          (m)  all Patent Licenses;

          (n)  all Trademarks;

          (o)  all Trademark Licenses;

          (p)  all books and records pertaining to the Collateral;

          (q)  all other Goods and personal property of such Grantor, whether
               tangible or intangible and whether now or hereafter owned by such
               Grantor, and wherever located; and

          (r)  to the extent not otherwise included, all Proceeds and products
               of any and all of the foregoing and all collateral security and
               guarantees given by any Person with respect to any of the
               foregoing;

provided that in no event shall Collateral include more than 65% of the total
outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary.


                                       6
<PAGE>
          3. Subordination; Intercreditor Agreement.

          (a)  Subordination. Notwithstanding anything herein to the contrary,
               it is the understanding of the parties that the Liens granted
               pursuant to Section 2 herein shall, prior to the Discharge of
               First Lien Obligations, be subject and subordinate (pursuant to
               the terms and conditions of the Intercreditor Agreement) to the
               Liens granted to the First Lien Administrative Agent for the
               benefit of the holders of the First Lien Obligations pursuant to
               the First Lien Collateral Agreement. Notwithstanding anything
               herein to the contrary, the Liens and security interest granted
               to Administrative Agent pursuant to this Agreement and the
               exercise of any right or remedy by Administrative Agent hereunder
               are subject in all instances to the provisions of the
               Intercreditor Agreement.

          (b)  Intercreditor Agreement.

                    (i) For so long as the Intercreditor Agreement shall be in
          full force and effect and the First Lien Credit Documents shall
          require the delivery of possession or control to the First Lien
          Administrative Agent of Pledged or Controlled Collateral, any covenant
          hereunder requiring (or any representation or warranty hereunder to
          the extent that it would have the effect of requiring) the delivery of
          possession or control to the Administrative Agent of Pledged or
          Controlled Collateral (other than Pledged or Controlled Collateral in
          respect of which the Administrative Agent may also have control at the
          same time as the First Lien Administrative Agent has such control)
          shall be deemed to have been satisfied (or, in the case of any
          representation and warranty, shall be deemed to be true) if, prior to
          the Discharge of First Lien Obligations, such possession or control
          shall have been delivered to the First Lien Administrative Agent, as
          provided in the Intercreditor Agreement.

                    (ii) REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED
          AS OF MAY 10, 2005 (AS AMENDED, RESTATED, AMENDED AND RESTATED,
          SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
          "INTERCREDITOR AGREEMENT"), AMONG THE COMPANY, WERNER HOLDING CO.
          (PA), INC., THE SUBSIDIARIES OF THE COMPANY PARTY THERETO, JPMORGAN
          CHASE BANK, AS FIRST LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN),
          AND CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS
          BRANCH, AS SECOND LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN).
          NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY
          INTEREST GRANTED TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
          SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY
          RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT AND THE OTHER SECURED
          PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR
          AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE
          PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE
          PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

          4. Rights of Administrative Agent and Limitations on Administrative
Agent's and Lenders' Obligations.


                                       7
<PAGE>
          (a)  Each Grantor Remains Liable under Accounts, Licenses, Contracts,
               Etc. Anything herein to the contrary notwithstanding, each
               Grantor shall remain liable under each of the Accounts, Licenses
               and Contracts to observe and perform all the material conditions
               and obligations to be observed and performed by it thereunder,
               all in accordance with the terms of any agreement giving rise to
               each such Account, License or Contract. Neither the
               Administrative Agent nor any Lender shall have any obligation or
               liability under any Account, License or Contract by reason of or
               arising out of this Agreement or the receipt by the
               Administrative Agent or any Lender of any payment relating to
               such Account, License or Contract pursuant hereto, nor shall the
               Administrative Agent or any Lender be obligated in any manner to
               perform any of the obligations of any Grantor under or pursuant
               to any Account, License or Contract, to make any payment, to make
               any inquiry as to the nature or the sufficiency of any payment
               received by it or as to the sufficiency of any performance by any
               party under any Account, License or Contract, to present or file
               any claim, to take any action to enforce any performance or to
               collect the payment of any amounts which may have been assigned
               to it or to which it may be entitled at any time or times.

          (b)  Notice to Account Debtors and Contracting Parties. Subject to the
               terms of the Intercreditor Agreement, at any time after an Event
               of Default has occurred and so long as such Event of Default
               shall be continuing, upon the request of the Administrative Agent
               such Grantor shall, and the Administrative Agent may (with
               concurrent notice to such Grantor thereof), notify account
               debtors on the Accounts and parties to the Contracts and Licenses
               that the Accounts, Contracts and Licenses have been assigned to
               the Administrative Agent for the ratable benefit of the Lenders
               and that payments in respect thereof shall be made directly to
               the Administrative Agent. Subject to the terms of the
               Intercreditor Agreement, at any time after an Event of Default
               shall have occurred and be continuing, the Administrative Agent
               may in its own name or in the name of others communicate with
               account debtors on the Accounts and parties to the Contracts and
               Licenses to verify with them to its satisfaction the existence,
               amount and terms thereof.

          (c)  Verification of Accounts and Inventory. The Administrative Agent
               shall have the right to make test verifications of the Accounts
               and Inventory in any reasonable manner and through any medium
               that it considers advisable, and each Grantor agrees to furnish
               all such assistance and information as the Administrative Agent
               may reasonably require in connection therewith, provided that, so
               long as no Event of Default shall have occurred and be
               continuing, (i) any such verification shall be conducted in the
               name of the relevant Grantor or in such other manner as shall not
               disclose the Administrative Agent's identity or interest in the
               Collateral and (ii) the Administrative Agent shall conduct such
               verification with respect to any Grantor no more frequently than
               once per year and shall give the Company reasonable advance
               notice thereof. Subject to the terms of the Intercreditor
               Agreement, the Administrative Agent may after the occurrence and
               during the continuance of an Event of Default in its own name or
               in the name of others communicate with account debtors in order
               to verify with them to the Administrative Agent's satisfaction
               the existence, amount and terms of any Accounts and/or Inventory.

          5. Representations and Warranties. Each Grantor hereby represents and
warrants that:


                                       8
<PAGE>
          (a)  Power and Authority. Each Grantor has the corporate power and
               authority and the legal right to execute and deliver, to perform
               its obligations under, and to grant the Lien on the Collateral
               pursuant to, this Agreement and has taken all necessary corporate
               actions to authorize its execution, delivery and performance of,
               and grant of the Lien on the Collateral pursuant to, this
               Agreement.

          (b)  Title; No Other Liens. Except for the Lien granted to the
               Administrative Agent for the ratable benefit of the Lenders
               pursuant to this Agreement and the other Permitted Liens, each
               Grantor owns each item of the Collateral free and clear of any
               and all Liens. No security agreement, financing statement or
               other public notice with respect to all or any part of the
               Collateral is on file or of record in any public office, except
               (i) such as may have been filed in favor of the Administrative
               Agent, for the ratable benefit of the Lenders, pursuant to this
               Agreement, or (ii) as may be permitted pursuant to the Credit
               Agreement, including, without limitation, those filed in
               connection with the First Lien Credit Agreement.

          (c)  Perfected Liens. With respect to assets located in the United
               States and United States law, the Liens granted pursuant to this
               Agreement constitute perfected Liens on the Collateral in favor
               of the Administrative Agent, for the ratable benefit of the
               Lenders, to the extent that (i) such Liens constitute Liens on
               General Intangibles, (ii) such Liens constitute Liens on
               Equipment, (iii) such Liens can be perfected by filing a
               financing statement under the Uniform Commercial Code, as in
               effect in the relevant jurisdiction or (iv) any Grantor is
               required to deliver such Collateral to the Administrative Agent
               pursuant to Section 6(a) hereof, which are prior to all other
               Liens on the Collateral created by such Grantor and in existence
               on the date hereof, except for Liens permitted to exist on the
               Collateral pursuant to the Credit Agreement, and which are
               enforceable as such against all creditors of and purchasers from
               such Grantor.

          (d)  Accounts and Records. The amount represented by each Grantor to
               the Administrative Agent from time to time as owing by each
               account debtor or by all account debtors in respect of the
               Accounts will at such time be the correct amount actually owing
               by such account debtor or debtors thereunder in all material
               respects, subject to adjustments in the ordinary course of
               business. No amount payable to such Grantor under or in
               connection with any Account, Contract or License in excess of
               $1,000,000 is evidenced by any Instrument or Chattel Paper which
               has not (subject to the terms of the Intercreditor Agreement)
               been delivered to the Administrative Agent except for notes
               receivable from officers pursuant to executive stock purchase
               plans. The place where each Grantor keeps its records concerning
               the Accounts and the other Collateral is located at the address
               listed on Schedule VII hereto.

          (e)  Consents. In each case in this clause (e), except to the extent
               that a material adverse effect on the business, property,
               operations or financial condition of the Company and its
               Subsidiaries taken as a whole would not reasonably be expected to
               result therefrom, each Contract and License is in full force and
               effect and, to the best knowledge of each Grantor, constitutes a
               valid and legally enforceable obligation of the other obligor in
               respect thereof or parties thereto, except as enforceability may
               be limited by bankruptcy, insolvency, reorganization, moratorium
               or similar laws affecting the enforcement of creditors' rights
               generally. No consent or authorization of, filing with or other
               act by or in respect


                                       9
<PAGE>
               of any Governmental Authority is required in connection with the
               execution, delivery, performance, validity or enforceability of
               any of the Accounts, Licenses or Contracts by any party thereto
               other than those which have been duly obtained, made or
               performed, are in full force and effect and do not subject the
               scope of any such Account, License or Contract to any material
               adverse limitation, either specific or general in nature. No
               Grantor and (to the best of such Grantor's knowledge) no other
               party to any Account, License or Contract is in default in the
               performance or observance of any of the material terms thereof.
               Each Grantor has fully performed all its material obligations
               under each License and Contract to the extent such obligations
               are required to be performed on or prior to the date hereof. The
               right, title and interest of such Grantor in, to and under each
               Account, License and Contract are not subject to any defense,
               offset, counterclaim or claim which would materially adversely
               affect the value of such Account, License or Contract as
               Collateral, nor have any of the foregoing been asserted or
               alleged against such Grantor as to any of the foregoing.

          (f)  Chief Executive Office. Each Grantor's jurisdiction of
               incorporation, chief executive office and chief place of business
               is located at the address listed on Schedule VII hereto.

          (g)  Farm Products. None of the Collateral constitutes, or is the
               Proceeds of, Farm Products.

          (h)  Investment Property. The shares of Pledged Stock pledged by such
               Grantor hereunder constitute all the issued and outstanding
               shares or interests of all classes of the Capital Stock of each
               domestic Stock Issuer owned by such Grantor and 65% of the total
               outstanding voting Capital Stock of each foreign Stock Issuer
               owned by such Grantor. All the shares of the Pledged Stock have
               been duly and validly issued and are fully paid and
               nonassessable. To the best knowledge of such Grantor, each of the
               Pledged Notes pledged by such Grantor hereunder constitutes a
               valid and legally enforceable obligation of the other obligor in
               respect thereof or parties thereto, enforceable in accordance
               with its terms, except as enforceability may be limited by
               bankruptcy, insolvency, reorganization, moratorium or similar
               laws affecting the enforcement of creditors' rights generally.
               Such Grantor is the record and beneficial owner of, and has good
               and marketable title to, the Investment Property pledged by it
               hereunder, free of any and all Liens or options in favor of, or
               claims of, any other Person, except for the Lien created by this
               Agreement and other Permitted Liens.

          (i)  Patents, Trademarks and Copyrights. Schedule III hereto includes
               all material Patents and Patent Licenses owned by each Grantor in
               its own name as of the date hereof. Schedule IV hereto includes
               all material registered Trademarks and Trademark Licenses owned
               by each Grantor in its own name as of the date hereof. Schedule
               II hereto includes all material registered Copyrights in which
               each Grantor has any colorable claim of ownership as of the date
               hereof. Except as set forth on Schedule III or Schedule IV, each
               Patent and Trademark is valid, subsisting, unexpired and
               enforceable and has not been abandoned. All licenses of each
               Grantor's Trademarks are in force and, to the best knowledge of
               such Grantor, not in default. No holding, decision or judgment
               has been rendered by any Governmental Authority with respect to
               any Patent or Trademark which would limit, cancel or question the
               validity of any Patent or Trademark. Except as


                                       10
<PAGE>
               set forth on Schedule III or Schedule IV, no action or proceeding
               is pending or, to the knowledge of such Grantor, threatened (i)
               seeking to limit, cancel or question the validity of any material
               Patent or Trademark or such Grantor's ownership thereof, or (ii)
               which, if adversely determined, would have a material adverse
               effect on the value of any material Patent or Trademark.

          (j)  No Litigation. Other than as set forth on Schedule 6.7 to the
               Credit Agreement, no litigation, investigation or proceeding of
               or before any arbitrator or Governmental Authority is pending or,
               to the knowledge of any Grantor, threatened as of the Closing
               Date by or against such Grantor or against any of its properties
               or revenues with respect to this Agreement or any of the
               transactions contemplated hereby which would have a material
               adverse effect upon any material portion of the Collateral or the
               granting of the security interests hereby.

          6. Covenants. Each Grantor covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Agreement until the Obligations are paid in full in cash and the Term Loan
Commitments are terminated:

          (a)  Further Documentation; Pledge of Instruments and Chattel Paper.

               (i) At any time and from time to time, upon the written request
          of the Administrative Agent, and at the sole expense of such Grantor,
          any Grantor will promptly and duly execute and deliver such further
          instruments and documents and, subject to the terms of the
          Intercreditor Agreement, take such further action as the
          Administrative Agent may reasonably request for the purpose of
          obtaining or preserving the full benefits of this Agreement and of the
          rights and powers herein granted, including, without limitation, (A)
          the filing of any financing or continuation statements under the
          Uniform Commercial Code in effect in any jurisdiction with respect to
          the Liens created hereby and (B) subject to the terms of the
          Intercreditor Agreement, in the case of Investment Property, and any
          other relevant Collateral, taking actions necessary to enable the
          Administrative Agent to obtain "control" (within the meaning of the
          applicable Uniform Commercial Code) with respect thereto.

               (ii) Subject to the terms of the Intercreditor Agreement, if any
          amounts payable under or in connection with any of the Collateral
          having a face value in excess of $1,000,000 in the aggregate at any
          one time outstanding shall be or become evidenced by any Instrument,
          Certificated Security or Chattel Paper, such Instrument, Certificated
          Security or Chattel Paper shall be immediately delivered to the
          Administrative Agent, duly indorsed in a manner satisfactory to the
          Administrative Agent, to be held as Collateral pursuant to this
          Agreement. Subject to the terms of the Intercreditor Agreement, so
          long as no Default or Event of Default has occurred and is continuing,
          upon request by any Grantor, the Administrative Agent shall make
          available to such Grantor, or its designee, any such pledged
          Collateral delivered to the Administrative Agent, which such Grantor
          specifies is required for the purpose of ultimate sale, exchange,
          presentation, collection, renewal, registration or transfer thereof,
          provided that in each case arrangements reasonably satisfactory to the
          Administrative Agent shall be made for the return of such pledged
          Collateral within 21 days from the time of delivery by the
          Administrative Agent, except for pledged Collateral that has been
          fully repaid, satisfied, or transferred as permitted hereunder.


                                       11
<PAGE>
               (iii) Notwithstanding anything set forth in this Agreement to the
          contrary, so long as no Default or Event of Default has occurred and
          is continuing, no Grantor shall be required to deliver to the
          Administrative Agent any Instrument, Certificated Security or Chattel
          Paper to be held by the Administrative Agent as Collateral pursuant to
          this Agreement so long as the aggregate amount evidenced by all such
          Instruments, Certificated Securities and Chattel Paper does not exceed
          $1,000,000 at any one time outstanding.

          (b)  Indemnification. Each Grantor agrees to pay, and to save the
               Administrative Agent and the Lenders harmless from, any and all
               liabilities, costs and expenses (including, without limitation,
               reasonable legal fees and expenses) (i) with respect to, or
               resulting from, any delay in paying, any and all excise, sales or
               other taxes which may be payable or determined to be payable with
               respect to any of the Collateral, (ii) with respect to, or
               resulting from, any delay by such Grantor in complying with any
               Requirement of Law applicable to any of the Collateral or (iii)
               in connection with any of the transactions contemplated by this
               Agreement; provided that no Grantor shall be liable for the
               payment of any portion of such liabilities, costs or expenses
               resulting from the gross negligence or willful misconduct of the
               Administrative Agent or any of the Lenders. Without limiting the
               preceding sentence, each Grantor will indemnify and save and keep
               harmless the Administrative Agent and each Lender from and
               against all expense, loss or damage suffered by reason of any
               counterclaim of the account debtor or obligor thereunder, arising
               out of a breach by such Grantor of any obligation thereunder or
               arising out of any other agreement, indebtedness or liability at
               any time owing to or in favor of such account debtor or obligor
               or its successors from such Grantor.

          (c)  Maintenance of Records. Each Grantor will keep and maintain at
               its own cost and expense satisfactory and complete records of the
               Collateral, including, without limitation, a record of all
               payments received and all credits granted with respect to the
               Accounts, Contracts and Licenses. Each Grantor will mark its
               internal books and records pertaining to the Collateral to
               evidence this Agreement and the security interests granted
               hereby. For the Administrative Agent's and the Lenders' further
               security, the Administrative Agent, for the ratable benefit of
               the Lenders, shall have a security interest in each Grantor's
               books and records pertaining to the Collateral, and each Grantor
               shall make available for review any such books and records to the
               Administrative Agent or to its representatives during normal
               business hours at the reasonable request of the Administrative
               Agent. Each Grantor shall permit representatives of the
               Administrative Agent, upon reasonable notice to the Company (but
               no more frequently than monthly unless a Default or Event of
               Default shall have occurred and be continuing), to visit and
               inspect any of its properties and examine and make abstracts from
               any of its books and records at any reasonable time and as often
               as may reasonably be requested upon reasonable notice, and to
               discuss the business, operations, assets and financial and other
               condition of such Grantor with officers and employees thereof and
               with their independent certified public accountants.

          (d)  Right of Inspection. The Administrative Agent and the
               representatives of any Lender shall upon reasonable notice (made
               through the Administrative Agent and no more frequently than
               quarterly unless a Default or Event of Default shall have
               occurred and be continuing) have full and free reasonable access
               to visit and inspect any of its properties and examine and make
               abstracts from any of its books


                                       12
<PAGE>
               and records at any reasonable time and as often as may reasonably
               be requested upon reasonable notice, and to discuss the business,
               operations, assets and financial and other condition of the
               Company and its Subsidiaries with officers and employees thereof
               and with their independent certified public accountants with
               prior reasonable notice to, and coordination with, the chief
               financial officer or the treasurer of the Company, and the
               Company agrees to render to the Administrative Agent at the
               Company's cost and expense, and to the Lenders, such clerical and
               other assistance as may be reasonably requested with regard
               thereto. The Administrative Agent and the Lenders shall keep such
               information thereby obtained confidential to the extent set forth
               in subsection 12.6(f) of the Credit Agreement.

          (e)  Compliance with Laws, etc. Each Grantor will comply in all
               material respects with all Requirements of Law applicable to the
               Collateral or any part thereof or to the operation of such
               Grantor's business except where failure to so comply could not
               reasonably be expected to have a material adverse effect on the
               business, property, operations or financial condition of the
               Company and its Subsidiaries taken as a whole; provided that such
               Grantor may contest any Requirement of Law in any reasonable
               manner which shall not, in the reasonable opinion of the
               Administrative Agent, adversely affect the Administrative Agent's
               or the Lenders' rights or the priority of their Liens on the
               Collateral.

          (f)  Compliance with Terms of Contracts, etc. Each Grantor will
               perform and comply in all material respects with all its
               obligations under the Contracts and all its other Contractual
               Obligations relating to the Collateral except where failure to so
               perform or comply could not reasonably be expected to have a
               material adverse effect on the business, property, operations or
               financial condition of the Company and its Subsidiaries taken as
               a whole.

          (g)  Payment of Obligations. Each Grantor will pay promptly when due
               all material taxes, assessments and governmental charges or
               levies imposed upon the Collateral or in respect of its income or
               profits therefrom, as well as all claims of any kind (including,
               without limitation, claims for labor, materials and supplies)
               against or with respect to the Collateral, except (i) that no
               such charge need be paid if (x) the validity thereof is being
               contested in good faith by appropriate proceedings, (y) such
               proceedings do not involve any material danger of the sale,
               forfeiture or loss of any of the Collateral or any interest
               therein and (z) such charge is adequately reserved against on
               such Grantor's books in accordance with GAAP and (ii) where
               failure to make such payment could not reasonably be expected to
               have a material adverse effect on the business, property,
               operations or financial condition of the Company and its
               Subsidiaries taken as a whole.

          (h)  Maintenance of Insurance. All insurance maintained by such
               Grantor pursuant to subsection 8.5(b) of the Credit Agreement
               shall (i) provide that no cancellation, material reduction in
               amount or material change in coverage thereof shall be effective
               until at least 30 days after receipt by the Administrative Agent
               of written notice thereof, (ii) name the Administrative Agent as
               insured party or loss payee, and (iii) be reasonably satisfactory
               in all other respects to the Administrative Agent.


                                       13
<PAGE>
          (i)  Limitation on Liens on Collateral. No Grantor will create, incur
               or permit to exist, and each Grantor will take all commercially
               reasonable actions to defend the Collateral against, and will
               take such other commercially reasonable action as is necessary to
               remove, any Lien or claim on or to the Collateral, other than the
               Liens created hereby and other than as permitted pursuant to the
               Credit Agreement, and will take all commercially reasonable
               actions to defend the right, title and interest of the
               Administrative Agent and the Lenders in and to any of the
               Collateral against the claims and demands of all Persons
               whomsoever.

          (j)  Limitations on Dispositions of Collateral. No Grantor will sell,
               transfer, lease or otherwise dispose of any of the Collateral, or
               attempt, offer or contract to do so except as permitted by the
               Credit Agreement. Concurrently with any such permitted
               disposition, the property acquired by a transferee in such
               disposition shall automatically be released from the security
               interest created by this Agreement (the "Security Interest"). It
               is acknowledged and agreed that notwithstanding any release of
               property from the Security Interest in accordance with the
               foregoing provisions of this Section, the Security Interest shall
               in any event continue in the Proceeds of Collateral. The
               Administrative Agent shall promptly execute and deliver (and,
               when appropriate, shall cause any separate agent, co-agent or
               trustee to execute and deliver) any releases, instruments or
               documents reasonably requested by any Grantor to accomplish or
               confirm the release of Collateral provided by this Section. Any
               such release of Collateral provided by the Administrative Agent
               shall specifically describe that portion of the Collateral to be
               released, shall be expressed to be unconditional and shall be
               without recourse or warranty (other than a warranty that the
               Administrative Agent has not assigned its rights and interests to
               any other Person). Such Grantor shall pay all of the
               Administrative Agent's reasonable expenses in connection with any
               release of Collateral.

          (k)  Limitations on Modifications, Waivers, Extensions of Agreements
               Giving Rise to Accounts. No Grantor will (i) amend, modify,
               terminate or waive any provision of any Contract, agreement or
               lease giving rise to an Account or License in any manner which
               could reasonably be expected to materially adversely affect the
               value of such Contract, Account or License as Collateral, except
               in a manner consistent with the ordinary and customary conduct of
               its business, (ii) fail to exercise promptly and diligently each
               and every material right which it may have under each material
               Contract, agreement or lease giving rise to an Account or License
               (other than any right of termination), except in a manner
               consistent with the ordinary and customary conduct of its
               business or (iii) fail to deliver to the Administrative Agent
               upon its reasonable request a copy of each material demand,
               notice or document received by it relating in any way to any
               material Contract, agreement or lease giving rise to an Account
               or License except, with respect to clauses (i) and (ii) to the
               extent that such amendment, modification, termination, waiver or
               failure would not reasonably be expected to have a material
               adverse effect on the business, property, operations or financial
               condition of the Company and its Subsidiaries taken as a whole.

          (l)  Limitations on Discounts, Compromises, Extensions of Accounts.
               Other than in the ordinary course of business as generally
               conducted by each Grantor over a period of time, no Grantor will
               grant any extension of the time of payment of any of the
               Accounts, compromise, compound or settle the same for less than
               the full


                                       14
<PAGE>
               amount thereof, release, wholly or partially, any Person liable
               for the payment thereof, or allow any credit or discount
               whatsoever thereon.

          (m)  Maintenance of Equipment. Each Grantor will maintain each item of
               Equipment in good operating condition, ordinary wear and tear and
               immaterial impairments of value and damage by the elements
               excepted, and will provide all maintenance, service and repairs
               necessary for such purpose.

          (n)  Further Identification of Collateral. Each Grantor will furnish
               to the Administrative Agent from time to time statements and
               schedules further identifying and describing the Collateral and
               such other reports in connection with the Collateral as the
               Administrative Agent may reasonably request, all in reasonable
               detail.

          (o)  Notices. Each Grantor will advise the Administrative Agent and
               the Lenders promptly, in reasonable detail, at their respective
               addresses set forth in the Credit Agreement, (i) of any Lien
               (other than Permitted Liens) on, or claim asserted against, any
               of the Collateral and (ii) of the occurrence of any other event
               which could reasonably be expected to have a material adverse
               effect on the aggregate value of the Collateral or on the Liens
               created hereunder.

          (p)  Changes in Locations, Name, etc. No Grantor will (i) change the
               location of its jurisdiction of incorporation or chief executive
               office/chief place of business from that specified on Schedule
               VII hereto or remove its books and records from the location
               specified on Schedule VII hereto or (ii) change its name
               (including the adoption of any new trade name), identity or
               corporate structure to such an extent that any financing
               statement filed by the Administrative Agent in connection with
               this Agreement would become seriously misleading, unless it shall
               have provided at least 15 days' prior written notice to the
               Administrative Agent of any such event and provide the
               Administrative Agent with the new location of its chief executive
               office/chief place of business and its books and records and the
               change in any Grantor's name, as the case may be. Any notice
               given pursuant to this Section 6(p) shall be deemed to amend
               Schedule VII hereto. In connection with any actions permitted
               pursuant to clause (i) of this Section 6(p), the Administrative
               Agent shall be entitled to receive any legal opinions it
               reasonably requests as to the continued perfection of the
               security interest granted hereby in the Collateral, which
               opinions shall be deemed satisfactory to the Administrative Agent
               if substantially similar to the perfection opinions given by
               Gibson, Dunn & Crutcher LLP on the Closing Date.

          (q)  Copyrights. Each Grantor (i) will employ the Copyright for each
               material published work with such notice of copyright as may be
               required by law to secure copyright protection and (ii) will not
               do any act or knowingly omit to do any act whereby any material
               Copyright may become invalidated and:

               (A) will not do any act, or omit to do any act, whereby any
     material Copyright may become injected into the public domain;

               (B) shall notify the Administrative Agent immediately if it
     knows, or has reason to know, that any material Copyright may become
     injected into the public domain or of any adverse determination or
     development (including, without limitation, the institution of, or any


                                       15
<PAGE>
     such determination or development in, any court or tribunal in the United
     States or any other country) regarding such Grantor's ownership of any such
     Copyright or its validity;

               (C) will take all necessary steps as it shall deem appropriate
     under the circumstances in its reasonable discretion, to maintain and
     pursue each application (and to obtain the relevant registration) and to
     maintain each registration of each material Copyright owned by such Grantor
     including, without limitation, filing of applications for renewal, where
     necessary; and

               (D) will promptly notify the Administrative Agent of any material
     infringement of any material Copyright of such Grantor of which it becomes
     aware and will take such actions as it shall reasonably deem appropriate
     under the circumstances to protect such Copyright, including, where
     appropriate, the bringing of suit for infringement, seeking injunctive
     relief and seeking to recover any and all damages for such infringement.

          (r)  Patents and Trademarks.

                    (i) Each Grantor (either itself or through licensees) will,
          except with respect to any Trademark that such Grantor shall
          reasonably determine is of immaterial economic value to it or
          otherwise reasonably determines not to do so, (A) continue to use each
          Trademark on each and every trademark class of goods applicable to its
          current line as reflected in its current catalogs, brochures and price
          lists in order to maintain such Trademark in full force free from any
          claim of abandonment for non-use, (B) maintain as in the past the
          quality of products and services offered under such Trademark, (C) use
          reasonable efforts to employ such Trademark with the appropriate
          notice of registration, (D) not adopt or use any mark which is
          confusingly similar or a colorable imitation of such Trademark unless
          within 45 days after such use or adoption the Administrative Agent,
          for the ratable benefit of the Lenders, shall obtain a perfected
          security interest in such mark pursuant to this Agreement, and (E) not
          (and not permit any licensee or sublicensee thereof to) do any act or
          knowingly omit to do any act whereby any Trademark may become
          invalidated.

                    (ii) No Grantor will, except with respect to any Patent that
          such Grantor shall reasonably determine is of immaterial economic
          value to it or otherwise reasonably determines so to do, do any act,
          or omit to do any act, whereby any Patent may become abandoned or
          dedicated.

                    (iii) Each Grantor will notify the Administrative Agent
          immediately if it knows that any material registered application
          relating to any Patent, or any application or registration relating to
          any Trademark may become abandoned or dedicated, or of any adverse
          determination or material development (including, without limitation,
          the institution of, or any such determination or development in, any
          proceeding in the United States Patent and Trademark Office or any
          court or tribunal in any country) regarding such Grantor's ownership
          of any Patent or Trademark or its right to register the same or to
          keep and maintain the same.

                    (iv) Whenever any Grantor, either by itself or through any
          agent, employee, licensee or designee, shall file an application for
          any Patent or for the registration of any Trademark with the United
          States Patent and Trademark Office, such Grantor shall report such
          filing to the Administrative Agent within five Business Days after the
          last day of the fiscal year in which such filing occurs. Upon request
          of the Administrative Agent, such


                                       16
<PAGE>
          Grantor shall execute and deliver any and all agreements, instruments,
          documents, and papers as the Administrative Agent may request to
          evidence the Administrative Agent's security interest in any Patent or
          Trademark and the goodwill and general intangibles of such Grantor
          relating thereto or represented thereby, and each Grantor hereby
          appoints and constitutes the Administrative Agent its attorney-in-fact
          to execute and file all such writings for the foregoing purposes, all
          acts of such attorney being hereby ratified and confirmed; such power
          being coupled with an interest and is irrevocable until the
          Obligations are paid in full in cash and the Term Loan Commitments are
          terminated.

                    (v) Each Grantor, except with respect to any Patent or
          Trademark such Grantor shall reasonably determine is of immaterial
          economic value to it or it otherwise reasonably determines not to so
          do and except with respect to any Trademark that is not registrable,
          will take all reasonable and necessary steps, including, without
          limitation, in any proceeding before the United States Patent and
          Trademark Office, or any similar office or agency in any other country
          or any political subdivision thereof, to maintain and pursue each
          application (and to obtain the relevant registration or Patent) and to
          maintain each Patent and each registration of Trademarks, including,
          without limitation, filing of applications for renewal, affidavits of
          use and affidavits of incontestability when appropriate.

                    (vi) In the event that any Patent or material registered
          Trademark included in the Collateral is infringed, misappropriated or
          diluted by a third party which could reasonably be expected to have a
          material adverse effect on the business, property, operations or
          financial condition of the Company and its Subsidiaries taken as a
          whole, such Grantor shall promptly notify the Administrative Agent
          after it learns thereof and shall, unless such Grantor shall
          reasonably determine that such Patent or Trademark is of immaterial
          economic value to such Grantor, or take such other actions as such
          Grantor shall reasonably deem appropriate under the circumstances to
          protect such Patent or Trademark, including but not limited to taking
          action to promptly sue for infringement, misappropriation or dilution,
          to seek injunctive relief where appropriate and to recover any and all
          damages for such infringement, misappropriation or dilution.

          (s)  Investment Property.

                    (i) If such Grantor shall, as a result of its ownership of
          the Pledged Stock, become entitled to receive or shall receive any
          stock certificate (including, without limitation, any certificate
          representing a stock dividend or a distribution in connection with any
          reclassification, increase or reduction of capital or any certificate
          issued in connection with any reorganization), option or rights in
          respect of the Capital Stock of any Issuer, whether in addition to, in
          substitution of, as a conversion of, or in exchange for, any shares of
          the Pledged Stock, or otherwise in respect thereof, such Grantor
          shall, subject to the terms of the Intercreditor Agreement, accept the
          same as the agent of the Administrative Agent and the Lenders, hold
          the same in trust for the Administrative Agent and the Lenders and
          deliver the same forthwith to the Administrative Agent in the exact
          form received, duly indorsed by such Grantor to the Administrative
          Agent, if required, together with an undated stock power covering such
          certificate duly executed in blank by such Grantor and with, if the
          Administrative Agent so requests, signature guaranteed, to be held by
          the Administrative Agent, subject to the terms hereof, as additional
          collateral security for the Obligations.


                                       17
<PAGE>
                    (ii) Without the prior written consent of the Administrative
          Agent, such Grantor will not (A) sell, assign, transfer, exchange, or
          otherwise dispose of, or grant any option with respect to, the
          Investment Property or Proceeds thereof (except pursuant to a
          transaction expressly permitted by the Credit Agreement) or (B)
          create, incur or permit to exist any Lien or option in favor of, or
          any claim of any Person with respect to, any of the Investment
          Property or Proceeds thereof, or any interest therein, except for
          Permitted Liens.

                    (iii) In the case of each Grantor which is an Issuer, such
          Issuer agrees that (A) it will be bound by the terms of this Agreement
          relating to the Investment Property issued by it and will comply with
          such terms insofar as such terms are applicable to it, (B) it will
          notify the Administrative Agent promptly in writing of the occurrence
          of any of the events described in Section 6(s)(i) hereof with respect
          to the Investment Property issued by it and (C) the terms of Sections
          9(c) and 12 hereof shall apply to it, mutatis mutandis, with respect
          to all actions that may be required of it pursuant to Section 9(c) or
          12 with respect to the Investment Property issued by it.

          7.   Administrative Agent's Appointment as Attorney-in-Fact.

          (a)  Powers. Each Grantor hereby irrevocably constitutes and appoints
               the Administrative Agent and any officer or agent thereof, with
               full power of substitution, as its true and lawful
               attorney-in-fact with full irrevocable power and authority in the
               place and stead of such Grantor and in the name of such Grantor
               or in its own name, from time to time after the occurrence, and
               during the continuation, of an Event of Default in the
               Administrative Agent's discretion, for the purpose of carrying
               out the terms of this Agreement, to take any and all appropriate
               action and to execute any and all documents and instruments which
               may be necessary or desirable to accomplish the purposes of this
               Agreement, and, without limiting the generality of the foregoing,
               each Grantor hereby gives the Administrative Agent the power and
               right, on behalf of such Grantor, without notice to or assent by
               such Grantor, to do the following (subject to the terms of the
               Intercreditor Agreement):

                    (i) in the name of such Grantor or its own name, or
          otherwise, take possession of and indorse and collect any checks,
          drafts, notes, acceptances or other instruments for the payment of
          moneys due under any Account, Instrument, License or General
          Intangible or with respect to any other Collateral and file any claim
          or take any other action or proceeding in any court of law or equity
          or otherwise deemed appropriate by the Administrative Agent for the
          purpose of collecting any and all such moneys due under any Account,
          Instrument, License or General Intangible or with respect to any other
          Collateral whenever payable;

                    (ii) pay or discharge taxes and Liens levied or placed on or
          threatened against the Collateral, provided that if such taxes are
          being contested in good faith and by appropriate proceedings, the
          Administrative Agent will consult with such Grantor before making any
          such payment; and

                    (iii) (A) direct any party liable for any payment under any
          of the Collateral to make payment of any and all moneys due or to
          become due thereunder directly to the Administrative Agent or as the
          Administrative Agent shall direct; (B) ask or demand for, collect,
          receive payment of and receipt for, any and all moneys, claims and
          other amounts


                                       18
<PAGE>
          due or to become due at any time in respect of or arising out of any
          Collateral; (C) sign and indorse any invoices, freight or express
          bills, bills of lading, storage or warehouse receipts, drafts against
          debtors, assignments, verifications, notices and other documents in
          connection with any of the Collateral; (D) commence and prosecute any
          suits, actions or proceedings at law or in equity in any court of
          competent jurisdiction to collect the Collateral or any thereof and to
          enforce any other right in respect of any Collateral; (E) defend any
          suit, action or proceeding brought against such Grantor with respect
          to any Collateral; (F) settle, compromise or adjust any suit, action
          or proceeding described in clause (E) above and, in connection
          therewith, give such discharges or releases as the Administrative
          Agent may deem appropriate; (G) assign any Patent or Trademark (along
          with the goodwill of the business to which any such Trademark
          pertains), throughout the world for such term or terms, on such
          conditions, and in such manner, as the Administrative Agent shall in
          its sole discretion determine; and (H) generally, sell, transfer,
          pledge and make any agreement with respect to or otherwise deal with
          any of the Collateral as fully and completely as though the
          Administrative Agent were the absolute owner thereof for all purposes,
          and do, at the Administrative Agent's option and such Grantor's
          expense, at any time, or from time to time, all acts and things which
          the Administrative Agent reasonably deems necessary to protect,
          preserve or realize upon the Collateral and the Administrative Agent's
          and the Lenders' Liens thereon and to effect the intent of this
          Agreement, all as fully and effectively as such Grantor might do.

     Each Grantor hereby ratifies all that said attorneys shall lawfully do or
     cause to be done by virtue hereof. This power of attorney is a power
     coupled with an interest and shall be irrevocable.

          (b)  Other Powers. Each Grantor also authorizes the Administrative
               Agent, at any time and from time to time, to execute, in
               connection with the sale provided for in Section 11 or 12 hereof,
               any indorsement, assignments or other instruments of conveyance
               or transfer with respect to the Collateral.

          (c)  No Duty on Administrative Agent's or Lenders' Part. The powers
               conferred on the Administrative Agent and the Lenders hereunder
               are solely to protect the Administrative Agent's and the Lenders'
               interests in the Collateral and shall not impose any duty upon
               the Administrative Agent or any Lender to exercise any such
               powers. The Administrative Agent and the Lenders shall be
               accountable only for amounts that they actually receive as a
               result of the exercise of such powers, and neither they nor any
               of their officers, directors, employees or agents shall be
               responsible to any Grantor for any act or failure to act
               hereunder, except for their own gross negligence or willful
               misconduct or failure to comply with mandatory provisions of
               applicable law.

          8. Execution of Financing Statements. Pursuant to any applicable law,
each Grantor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in such
offices as the Administrative Agent determines appropriate to perfect the
security interests of the Administrative Agent under this Agreement. Each
Grantor authorizes the Administrative Agent to use the collateral description
"all personal property of the debtor, whether now owned or hereafter acquired"
in any such financing statements. Each Grantor hereby ratifies and authorizes
the filing by the Administrative Agent of any financing statement with respect
to the Collateral made prior to the date hereof.

          9. Investment Property.


                                       19
<PAGE>
          (a)  Unless an Event of Default shall have occurred and be continuing,
               each Grantor shall be permitted to receive all cash dividends
               paid by the relevant Issuer to the extent permitted in the Credit
               Agreement in respect of the Pledged Stock, and all payments made
               in respect of the Pledged Notes, and to exercise all voting and
               corporate rights with respect to the Investment Property;
               provided, however, that each Grantor agrees that it shall not
               vote in any way that would be inconsistent with or result in any
               violation of any provision of the Credit Agreement, the Notes,
               the Security Documents or any of the other Credit Documents. The
               Administrative Agent shall, at the Company's sole cost and
               expense, execute and deliver (or cause to be executed and
               delivered) to the Company all proxies and other instruments as
               the Company may reasonably request for the purpose of enabling
               any Grantor to exercise the voting and other rights that it is
               entitled to exercise pursuant to this Section.

          (b)  If an Event of Default shall occur and be continuing, subject to
               the terms of the Intercreditor Agreement, (i) the Administrative
               Agent shall have the right to receive any and all cash dividends,
               payments or other Proceeds paid in respect of the Investment
               Property and make application thereof to the Obligations in such
               order as the Administrative Agent may determine, and (ii) any or
               all of the Investment Property may be registered in the name of
               the Administrative Agent or its nominee, and, subject to the
               terms of this Agreement, the Administrative Agent or its nominee
               may thereafter exercise (A) all voting, corporate and other
               rights pertaining to such Investment Property at any meeting of
               shareholders of the relevant Issuer or Issuers or otherwise and
               (B) any and all rights of conversion, exchange and subscription
               and any other rights, privileges or options pertaining to such
               Investment Property as if it were the absolute owner thereof
               (including, without limitation, the right to exchange at its
               discretion any and all of the Investment Property upon the
               merger, consolidation, reorganization, recapitalization or other
               fundamental change in the corporate structure of any Issuer, or
               upon the exercise by any Grantor or the Administrative Agent of
               any right, privilege or option pertaining to such Investment
               Property, and in connection therewith, the right to deposit and
               deliver any and all of the Investment Property with any
               committee, depositary, transfer agent, registrar or other
               designated agency upon such terms and conditions as the
               Administrative Agent may determine), all without liability except
               to account for property actually received by it, and except for
               its gross negligence or willful misconduct or failure to comply
               with the provisions of Section 15 hereof, but the Administrative
               Agent shall have no duty to any Grantor to exercise any such
               right, privilege or option and shall not be responsible for any
               failure to do so or delay in so doing.

          (c)  Each Grantor hereby authorizes and instructs each Issuer of any
               Investment Property pledged by such Grantor hereunder to comply
               with any instruction received by it from the Administrative Agent
               in writing that (i) states that an Event of Default has occurred
               and is continuing and (ii) is otherwise in accordance with the
               terms of this Agreement and the Intercreditor Agreement, without
               any other or further instructions from such Grantor, and each
               Grantor agrees that each Issuer shall be fully protected in so
               complying, to the extent such instruction is in compliance with
               applicable law.

          (d)  The rights of the Administrative Agent and the Lenders hereunder
               shall not be conditioned or contingent upon the pursuit by the
               Administrative Agent or any


                                       20
<PAGE>
               Lenders of any right or remedy against any other Person which may
               be or become liable in respect of all or any part of the
               Obligations or against any collateral security therefor,
               guarantee therefor or right of offset with respect thereto.
               Neither the Administrative Agent nor any Lenders shall be liable
               for any failure to demand, collect or realize upon all or any
               part of the Collateral or for any delay in doing so, nor shall
               the Administrative Agent be under any obligation to sell or
               otherwise dispose of any Collateral upon the request of any
               Grantor or any other Person or to take any other action
               whatsoever with regard to the Collateral or any part thereof. The
               Administrative Agent agrees to release promptly to the Company
               any dividends, cash, securities, instruments and other property
               paid, payable or otherwise distributed in respect of the
               Collateral which it may receive under Section 9(b) hereof if,
               prior to the occurrence of an acceleration of any of the
               Obligations, all Defaults and Events of Default have been waived
               or are no longer continuing.

          10. Performance by Administrative Agent of Any Grantor's Obligations.
If any Grantor fails to perform or comply with any of its agreements contained
herein and the Administrative Agent, as provided for by the terms of this
Agreement, shall itself perform or comply, or otherwise cause performance or
compliance, with such agreement, the expenses of the Administrative Agent
incurred in connection with such performance or compliance, together with
interest thereon at a rate per annum equal to 2% plus the Alternate Base Rate,
shall be payable by such Grantor to the Administrative Agent on demand and shall
constitute Obligations secured hereby; provided that the Administrative Agent
shall in any event first have given such Grantor written notice of its intent to
do the same and such Grantor shall not have, within 30 days of such notice (or
such shorter period as the Administrative Agent may reasonably determine is
necessary in order to preserve the benefits of this Agreement with respect to
any material portion of the Collateral), paid such claim or obtained to the
Administrative Agent's satisfaction the release of the claim or Lien to which
such notice relates.

          11. Remedies. Subject to the terms of the Intercreditor Agreement, if
an Event of Default shall occur and be continuing, the Administrative Agent on
behalf of the Lenders may exercise, in addition to all other rights and remedies
granted to them in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of
a Lender under the Code. Without limiting the generality of the foregoing, the
Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may, subject to the terms of the Intercreditor Agreement, in such
circumstances forthwith, collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
an option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker's board or office of the Administrative Agent or
any Lender or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Administrative Agent or any
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released.
The Administrative Agent shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Administrative Agent and the Lenders hereunder,
including, without limitation, reasonable attorneys' fees and disbursements, to
the payment in whole or in part of the Obligations, in such order as


                                       21
<PAGE>
the Administrative Agent may elect subject to Section 5.9 of the Credit
Agreement, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law,
including, without limitation, Section 9-615(a)(3) of the Code, need the
Administrative Agent account for the surplus, if any, to such Grantor. To the
extent permitted by applicable law, each Grantor waives all claims, damages and
demands it may acquire against the Administrative Agent or any Lender arising
out of the exercise by them of any rights hereunder, except to the extent
arising from the gross negligence or willful misconduct of the Administrative
Agent or such Lender. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition. Such
Grantor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay the Obligations and
the fees and disbursements of any attorneys employed by the Administrative Agent
or any Lender to collect such deficiency.

          12.  Registration Rights.

          (a)  Subject to the terms of the Intercreditor Agreement, if the
               Administrative Agent shall determine to exercise its right to
               sell any or all of the Pledged Stock pursuant to Section 11
               hereof, and if in the opinion of the Administrative Agent it is
               necessary or advisable to have the Pledged Stock, or that portion
               thereof to be sold, registered under the provisions of the
               Securities Act, the relevant Grantor will cause the Issuer
               thereof to (i) execute and deliver, and cause the directors and
               officers of such Issuer to execute and deliver, all such
               instruments and documents, and do or cause to be done all such
               other acts as may be, in the opinion of the Administrative Agent,
               necessary or advisable to register the Pledged Stock, or that
               portion thereof to be sold, under the provisions of the
               Securities Act, (ii) use its best efforts to cause the
               registration statement relating thereto to become effective and
               to remain effective for a period of 90 days from the date of the
               first public offering of the Pledged Stock, or that portion
               thereof to be sold, and (iii) make all amendments thereto and/or
               to the related prospectus that, in the opinion of the
               Administrative Agent, are necessary or advisable, all in
               conformity with the requirements of the Securities Act and the
               rules and regulations of the Securities and Exchange Commission
               applicable thereto. Each Grantor agrees to cause such Issuer to
               comply with the provisions of the securities or "Blue Sky" laws
               of any and all jurisdictions which the Administrative Agent shall
               reasonably designate and to make available to its security
               holders, as soon as practicable, an earnings statement (which
               need not be audited) which will satisfy the provisions of Section
               11(a) of the Securities Act.

          (b)  Each Grantor recognizes that the Administrative Agent may be
               unable to effect a public sale of any or all the Pledged Stock,
               by reason of certain prohibitions contained in the Securities Act
               and applicable state securities laws or otherwise, and may be
               compelled to resort to one or more private sales thereof to a
               restricted group of purchasers that will be obliged to agree,
               among other things, to acquire such securities for their own
               account for investment and not with a view to the distribution or
               resale thereof. Each Grantor acknowledges and agrees that any
               such private sale may result in prices and other terms less
               favorable than if such sale were a public sale and,
               notwithstanding such circumstances, agrees that any such private
               sale conducted in a manner that the Administrative Agent in good
               faith believes to be commercially reasonable under the
               circumstances shall be deemed to have been made in a commercially
               reasonable manner. The Administrative Agent shall be under no
               obligation to delay a sale of any of the


                                       22
<PAGE>
               Pledged Stock for the period of time necessary to permit the
               Issuer thereof to register such securities for public sale under
               the Securities Act, or under applicable state securities laws,
               even if such Issuer would agree to do so.

          (c)  Each Grantor further agrees to use its best efforts to do or
               cause to be done all such other acts as may be necessary to make
               such sale or sales of all or any portion of the Pledged Stock
               pursuant to this Section 12 valid and binding and in compliance
               with any and all other applicable Requirements of Law. Each
               Grantor further agrees that a breach of any of the covenants
               contained in this Section 12 will cause irreparable injury to the
               Administrative Agent and the Lenders, that the Administrative
               Agent and the Lenders have no adequate remedy at law in respect
               of such breach and, as a consequence, that each and every
               covenant contained in this Section 12 shall be specifically
               enforceable against such Grantor, and such Grantor hereby waives
               and agrees not to assert any defenses against an action for
               specific performance of such covenants.

          13.  No Subrogation. Notwithstanding any payment or payments made by
               any Grantor hereunder or any set-off or application of funds of
               any Grantor by any Lender, or the receipt of any amounts by the
               Administrative Agent or any Lender with respect to any of the
               Collateral, no Grantor shall be entitled to be subrogated to any
               of the rights of the Administrative Agent or any Lender against
               the Company or any other Grantor or any collateral security or
               guarantee or right of offset held by the Administrative Agent or
               any Lender for the payment of the Obligations, nor shall any
               Grantor seek any reimbursement from the Company or any other
               Grantor in respect of payments made by such Grantor hereunder, or
               amounts realized by the Administrative Agent or any Lender in
               connection with the Collateral, and any such rights of
               subrogation and reimbursement of the Grantors are hereby waived
               until all amounts owing to the Administrative Agent and the
               Lenders by the Grantors on account of the Obligations are paid in
               full in cash and the Term Loan Commitments are terminated.

          14. Amendments, etc. with Respect to the Obligations. Each Grantor
shall remain obligated hereunder, and the Collateral shall remain subject to the
Lien granted hereby notwithstanding that, without any reservation of rights
against any Grantor, and without notice to or further assent by such Grantor,
any demand for payment of any of the Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or any Lender,
and any of the Obligations continued, and the Obligations, or the liability of
each Grantor or any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered, or released by the Administrative
Agent or any Lender, and the Credit Agreement, the Notes, the other Credit
Documents and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or part, as the
Administrative Agent or any Lender may deem advisable from time to time, and any
guarantee, right of offset or other collateral security at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure this or any other Lien at any time held by it as security for the
Obligations or any property subject thereto. Each Grantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent or any Lender
upon this Agreement; the Obligations, and any of them, shall conclusively be
deemed to have been created, contracted or incurred in reliance upon this
Agreement; and all dealings between any Grantor and the Administrative Agent or
any Lender, shall


                                       23
<PAGE>
likewise be conclusively presumed to have been had or consummated in reliance
upon this Agreement. Each Grantor waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon such Grantor with
respect to the Obligations.

          15. Limitation on Duties Regarding Preservation of Collateral. The
Administrative Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. Neither
the Administrative Agent, any Lender, nor any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon all or any part of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or otherwise.

          16. Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care, except as otherwise provided in subsection 11.3 of the Credit Agreement or
Section 15 hereof.

          17. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.

          18. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          19. Section Headings. The section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

          20. No Waiver; Cumulative Remedies. Neither the Administrative Agent
nor any Lender shall by any act (except by a written instrument pursuant to
Section 21 hereof), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or
Event of Default or in any breach of any of the terms and conditions hereof. No
failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any Lender, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the
Administrative Agent or any Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent or such Lender would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any rights or remedies provided by law.

          21. Integration; Waivers and Amendments; Successors and Assigns;
Governing Law. This Agreement and the other Credit Documents represent the
entire agreement of each Grantor with respect to the subject matter hereof and
there are no promises or representations by the Administrative Agent or any
Lender relative to the subject matter hereof not reflected herein or in the
other Credit Documents. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each Grantor and the Administrative


                                       24
<PAGE>
Agent, provided that any provision of this Agreement may be waived by the
Administrative Agent in a written letter or agreement executed by the
Administrative Agent or by telex or facsimile transmission from the
Administrative Agent. This Agreement shall be binding upon the successors and
assigns of each Grantor and shall inure to the benefit of the Administrative
Agent and the Lenders and their respective successors and assigns. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

          22. Submission To Jurisdiction; Waivers. Each Grantor hereby
irrevocably and unconditionally:

          (a)  submits for itself and its property in any legal action or
               proceeding relating to this Agreement and the other Credit
               Documents to which it is a party, or for recognition and
               enforcement of any judgment in respect thereof, to the
               non-exclusive general jurisdiction of the Courts of the State of
               New York, the courts of the United States of America for the
               Southern District of New York, and appellate courts from any
               thereof;

          (b)  consents that any such action or proceeding may be brought in
               such courts and waives any objection that it may now or hereafter
               have to the venue of any such action or proceeding in any such
               court or that such action or proceeding was brought in an
               inconvenient court and agrees not to plead or claim the same;

          (c)  agrees that service of process in any such action or proceeding
               may be effected by mailing a copy thereof by registered or
               certified mail (or any substantially similar form of mail),
               postage prepaid, to such Grantor at the address set forth
               opposite its name on Schedule I hereto or at such other address
               of which the Administrative Agent shall have been notified in
               writing by such Grantor;

          (d)  agrees that nothing herein shall affect the right to effect
               service of process in any other manner permitted by law or shall
               limit the right to sue in any other jurisdiction; and

          (e)  waives, to the maximum extent not prohibited by law, any right it
               may have to claim or recover in any legal action or proceeding
               referred to in this Section any special, exemplary, punitive or
               consequential damages.

          23. Notices. All notices, requests and demands to or upon each Grantor
or the Administrative Agent or any Lender to be effective shall be in writing or
by telecopy and unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or, in the case of mail,
three days after deposit in the postal system, first class postage prepaid, or,
in the case of telecopy notice, when sent, addressed, if to the Administrative
Agent or any Lender, at the address provided for such party (including any
addresses for copies) in subsection 12.2 of the Credit Agreement and if to a
Grantor, at the address set forth on Schedule I hereto, or, in the case of any
party hereto, at such other address notified in writing by such party to the
other parties hereto.

          24. Counterparts. This Agreement may be executed by one or more of the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


                                       25
<PAGE>
          25. Authority of Administrative Agent. Each Grantor acknowledges that
the rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request, judgment
or other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the Lenders, be
governed by the Intercreditor Agreement and by the Credit Agreement and by such
other agreements with respect thereto as may exist from time to time among them,
but, as between the Administrative Agent and each Grantor, the Administrative
Agent shall be conclusively presumed to be acting as agent for the Lenders with
full and valid authority so to act or refrain from acting, and such Grantor
shall not be under any obligation, or entitlement, to make any inquiry
respecting such authority.

          26. Additional Grantors. Each Subsidiary of the Company that is
required to become a party to this Agreement pursuant to subsection 8.9(b) of
the Credit Agreement shall become a Grantor for all purposes of this Agreement,
and a Guarantor for all purposes of the Subsidiary Guarantee, upon execution and
delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1
hereto.

          27. Releases. The Administrative Agent and the Lenders agree to
cooperate with each Grantor with respect to any sale permitted by subsection 9.5
of the Credit Agreement and promptly take such action and execute and deliver
such instruments and documents necessary to release the Liens and security
interests created hereby relating to any of the assets or property affected by
any sale permitted by subsection 9.5 of the Credit Agreement (or otherwise
released pursuant to the Credit Agreement or at the direction of the Required
Lenders (or all Lenders if required by the Credit Agreement)) including, without
limitation, any necessary Uniform Commercial Code amendment, termination or
partial termination statement.

          28. Termination. This Agreement shall terminate when all the
Obligations have been paid in full in cash and the Term Loan Commitments have
been terminated. Upon such termination, the Administrative Agent shall reassign
and redeliver (or cause to be reassigned and redelivered) to each Grantor, or to
such person or persons as such Grantor shall designate, or to whomever may be
lawfully entitled to receive such surplus, against receipt, such of the
Collateral (if any) as shall not have been sold or otherwise applied by the
Administrative Agent pursuant to the terms hereof and shall still be held by it
hereunder, together with appropriate instruments or reassignment and release.
Any such reassignment and release shall be without recourse upon or warranty by
the administrative Agent (other than a warranty that the Administrative Agent
has not assigned its rights and interests hereunder to any Person) and at the
expense of each Grantor.

          29. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  [Remainder of page intentionally left blank]


                                       26
<PAGE>
          IN WITNESS WHEREOF, each Grantor and the Administrative Agent have
caused this Agreement to be duly executed and delivered as of the date first
above written.


                                        WERNER HOLDING CO. (DE), INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WERNER CO.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WIP TECHNOLOGIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Accepted and agreed to:

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands branch, as
Administrative Agent


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       27
<PAGE>
                                                                   Schedule I to
                                                            Collateral Agreement

                               Address of Grantors
<PAGE>
                                                                  Schedule II to
                                                            Collateral Agreement

                        Copyrights and Copyright Licenses


                                       29
<PAGE>
                                                                 Schedule III to
                                                            Collateral Agreement

                           Patents and Patent Licenses


                                       30
<PAGE>
                                                                  Schedule IV to
                                                            Collateral Agreement

                        Trademarks and Trademark Licenses


                                       31
<PAGE>
                                                                   Schedule V to
                                                            Collateral Agreement

                                  Pledged Notes

<TABLE>
<CAPTION>
           Issuer                     Payee                Principal Amount
---------------------------   ---------------------   --------------------------
<S>                           <C>                     <C>
</TABLE>


                                       32
<PAGE>
                                                                  Schedule VI to
                                                            Collateral Agreement

                                  Pledged Stock

<TABLE>
<CAPTION>
Issuer                    Class of Stock   Stock Certificate No.   No. of Shares
-----------------------   --------------   ---------------------   -------------
<S>                       <C>              <C>                     <C>
</TABLE>


                                       33
<PAGE>
                                                                 Schedule VII to
                                                            Collateral Agreement

      Jurisdiction of Incorporation and Location of Chief Executive Office

<TABLE>
<CAPTION>
             Grantor                            Jurisdiction/Location
---------------------------------   --------------------------------------------
<S>                                 <C>
</TABLE>


                                       34
<PAGE>
                           ACKNOWLEDGMENT AND CONSENT

     The undersigned hereby acknowledges receipt of a copy of the Collateral
Agreement, dated as of May 10, 2005 (the "Collateral Agreement"), made by the
Grantors parties thereto for the benefit of Credit Suisse First Boston, acting
through its Cayman Islands branch, as Administrative Agent. The undersigned
agrees to notify the Administrative Agent promptly in writing of the occurrence
of any of the events described in Section 6(s)(i) of the Collateral Agreement.
The undersigned further agrees that the terms of Sections 9(c) and 12 of the
Collateral Agreement shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it pursuant to Section 9(c) or 12 of the
Collateral Agreement, to the extent permitted by applicable law.

                                        [NAME OF ISSUER]

                                        By
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address for Notices:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------

                                        Fax:


                                       35
<PAGE>
                                                                      Annex 1 to
                                                            Collateral Agreement

          ASSUMPTION AGREEMENT, dated as of ________________, ____, made by
______________________________, a ______________ corporation (the "Additional
Subsidiary"), in favor of CREDIT SUISSE FIRST BOSTON, acting through its Cayman
Islands branch ("CSFB"), as administrative agent (in such capacity, the
"Administrative Agent") for the banks and other financial institutions (the
"Lenders") parties to the Credit Agreement referred to below. All capitalized
terms not defined herein shall have the meaning ascribed to them in the Credit
Agreement.

                                  WITNESSETH:

          WHEREAS, Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Company"), the Lenders, the Administrative Agent, CSFB, as joint bookrunner and
joint lead arranger, and Morgan Stanley Senior Funding, Inc., as joint book
runner and joint lead arranger, have entered into the Credit Agreement, dated as
of May 10, 2005 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");

          WHEREAS, the Company and certain of its Subsidiaries (other than the
Additional Subsidiary) have entered into the Collateral Agreement, dated as of
May 10, 2005 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the "Collateral Agreement"), in favor of
the Administrative Agent for the ratable benefit of the Lenders;

          WHEREAS, certain Subsidiaries of the Company (other than the
Additional Subsidiary) have entered into the Subsidiary Guarantee, dated as of
May 10, 2005 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the "Subsidiary Guarantee"), in favor of
the Administrative Agent for the ratable benefit of the Lenders;

          WHEREAS, the Credit Agreement requires the Additional Subsidiary to
become a party to the Collateral Agreement and to the Subsidiary Guarantee; and

          WHEREAS, the Additional Subsidiary has agreed to execute and deliver
this Assumption Agreement in order to become a party to the Collateral
Agreement;

          NOW, THEREFORE, IT IS AGREED:

          1. Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Subsidiary, as provided in Section 26 of the
Collateral Agreement, hereby becomes a party to the Collateral Agreement as a
Grantor thereunder with the same force and effect as if originally named therein
as a Grantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Grantor thereunder. The
information set forth in Annex 1-A hereto is hereby added to the information set
forth in the Schedules to the Collateral Agreement. The Additional Subsidiary
hereby represents and warrants that each of the representations and warranties
contained in Section 5 of the Collateral Agreement is true and correct on and as
the date hereof in all material respects (after giving effect to this Assumption
Agreement) as if made on and as of such date.
<PAGE>
          2. Subsidiary Guarantee. By executing and delivering this Assumption
Agreement, the Additional Subsidiary, as provided in Section 18 of the
Subsidiary Guarantee, hereby becomes a party to the Subsidiary Guarantee as a
Guarantor thereunder with the same force and effect as if originally named
therein as a Guarantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Guarantor
thereunder.

          3. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                        [ADDITIONAL SUBSIDIARY]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                                                    Annex 1-A to
                                                            Assumption Agreement

                                        Supplement to Schedule I

                                        Supplement to Schedule II

                                        Supplement to Schedule III

                                        Supplement to Schedule IV

                                        Supplement to Schedule V

                                        Supplement to Schedule VI

                                        Supplement to Schedule VII
<PAGE>
                               HOLDINGS GUARANTEE

     HOLDINGS GUARANTEE, dated as of May 10, 2005, made by Werner Holding Co.
(PA), Inc. (the "Guarantor"), in favor of CREDIT SUISSE FIRST Boston, acting
through its Cayman Islands branch ("CSFB"), as administrative agent (together
with its successors in such capacity, the "Administrative Agent") for the
several lenders (the "Lenders") from time to time parties to the Credit
Agreement (as hereinafter defined).

                                  WITNESSETH:

     WHEREAS, Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Company"), is party to a Credit Agreement, dated as of the date hereof, (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among the Company, the Lenders, the
Administrative Agent, CSFB, as joint bookrunner and joint lead arranger, and
Morgan Stanley Senior Funding, Inc., as joint book runner and joint lead
arranger;

     WHEREAS, Company has also entered into (a) that Credit Agreement, dated as
of June 11, 2003 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the "First Lien Credit Agreement"), by and
among the lenders party thereto from time to time, Citigroup Global Markets
Inc., as syndication agent, Citigroup Global Markets Inc. and J. P. Morgan
Securities, Inc., as joint lead arrangers and joint bookrunners, and JPMorgan
Chase Bank, as administrative agent (together with its successors, in such
capacity, the "First Lien Administrative Agent"), and (b) that certain Holdings
Guarantee, dated as of June 11, 2003 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the "First Lien
Holdings Guarantee"), by and between the Guarantor and First Lien Administrative
Agent, pursuant to which the Guarantor has guaranteed to the First Lien
Administrative Agent, for the benefit of First Lien Administrative Agent, the
Issuing Lenders (as defined in the First Lien Credit Agreement) and the First
Lien Credit Agreement Lenders (as hereinafter defined), and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Company when due of the First Lien Obligations (as
hereinafter defined);

     WHEREAS, pursuant to the terms of the Credit Agreement, the Lenders
severally agreed to make certain extensions of credit to the Company;

     WHEREAS, the Company is a Subsidiary of the Guarantor;

     WHEREAS, the Company and the Guarantor are engaged in related businesses,
and the Guarantor will derive substantial direct and indirect benefit from the
making of the extensions of credit; and

     WHEREAS, under the Credit Agreement, the obligation of the Lenders to make
the extensions of credit to the Company on and after the date hereof is
conditioned upon, among other things, the execution and delivery by the
Guarantor of this Guarantee;

     NOW, THEREFORE, in consideration of the premises and to induce the Lenders
to enter into the Credit Agreement and to make their respective extensions of
credit to the Borrower under the Credit Agreement, the Guarantor hereby agrees
with and for the benefit of the Administrative Agent and the Lenders as follows:
<PAGE>
     1. Defined Terms. As used in this Guarantee, terms defined in the Credit
Agreement or in the preamble or recitals hereto are used herein as therein
defined, and the following terms shall have the following meanings:

          "Administrative Agent": shall have the meaning assigned to such term
     in the preamble.

          "Credit Agreement": shall have the meaning assigned to such term in
     the recitals.

          "CSFB": shall have the meaning assigned to such term in the preamble.

          "Discharge of First Lien Obligations": shall have the meaning assigned
     to such term in the Intercreditor Agreement.

          "First Lien Administrative Agent": shall have the meaning assigned to
     such term in the recitals.

          "First Lien Credit Agreement": shall have the meaning assigned to such
     term in the recitals.

          "First Lien Credit Agreement Lenders": shall have the meaning assigned
     to the term "Lenders" under the First Lien Credit Agreement.

          "First Lien Credit Documents": shall have the meaning assigned to such
     term in the Intercreditor Agreement.

          "First Lien Obligations": shall have the meaning assigned to such term
     in the Intercreditor Agreement.

          "First Lien Holdings Guarantee": shall have the meaning assigned to
     such term in the recitals.

          "Guarantee": shall mean this Holdings Guarantee, as amended,
     supplemented or otherwise modified from time to time.

          "Guarantor": shall have the meaning assigned to such term in the
     preamble.

          "Intercreditor Agreement": shall mean the Intercreditor Agreement,
     dated as of the date hereof (as amended, restated, amended and restated,
     supplemented or otherwise from time to time), by and among the Company,
     Werner Holding Co. (PA), Inc., the Guarantors, the First Lien
     Administrative Agent and the Administrative Agent.

          "Lenders": shall have the meaning assigned to such term in the
     preamble.

          "Obligations": shall mean the unpaid principal amount of, and interest
     on (including interest accruing on or after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to the Company, whether or not a claim for such
     post-filing or post-petition interest is allowed), the Loans and all other
     obligations and liabilities of the Company to the Administrative Agent or
     the Lenders, whether direct or indirect, absolute or contingent, due or to
     become due, or now existing or hereafter incurred, which may arise under,
     out of, or in connection with, the Credit Agreement, the other Credit
     Documents and any other document executed and delivered or given in
     connection therewith or herewith, whether


                                        2
<PAGE>
     on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses (including, without limitation, all reasonable
     fees and disbursements of counsel to the Administrative Agent or the
     Lenders that are required to be paid by the Company or the Guarantor
     pursuant to the terms of the Credit Agreement) or otherwise.

     2. Guarantee. (a) The Guarantor hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Administrative Agent, for the
benefit of the Administrative Agent and the Lenders and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Company when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, and the Guarantor further agrees
to pay any and all expenses (including, without limitation, all reasonable fees
and disbursements of counsel) which may be paid or incurred by the
Administrative Agent or any Lender in enforcing, or obtaining advice of counsel
in respect of, any rights with respect to, or collecting, any or all of the
Obligations and/or enforcing any rights with respect to, or collecting against,
the Guarantor under this Guarantee.

          (b) Anything herein or in any other Credit Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder and under the
other Credit Documents shall in no event exceed the amount which can be
guaranteed by the Guarantor under applicable federal and state laws relating to
the insolvency of debtors.

          (c) The Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of the Guarantor hereunder
without impairing this Guarantee or affecting the rights of the Administrative
Agent or any Lender hereunder.

          (d) No payment or payments made by any of the Company, the Guarantor,
any other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from the Company, the Guarantor, any other
guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Guarantor hereunder which
shall, notwithstanding any such payment or payments other than payments made by
the Guarantor in respect of the Obligations or payments received or collected
from the Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of the Guarantor hereunder until the
Obligations are paid in full in cash and the Term Loan Commitments are
terminated.

          (e) The Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent in
writing that such payment is made under this Guarantee for such purpose.

     3. Right of Set-off. Upon the occurrence of any Event of Default under any
Credit Document, the Guarantor hereby irrevocably authorizes each Lender,
subject to the terms of the Intercreditor Agreement, at any time and from time
to time without notice to the Guarantor or any other guarantor, any such notice
being expressly waived by the Guarantor, to set off and appropriate and apply
any and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender to or for the credit or the
account of the Guarantor, or any part thereof in such amounts as such Lender may
elect, against and on account of the obligations and liabilities of the
Guarantor to such Lender hereunder or under the Credit Agreement, the Term Loan
Notes, or the other Credit Documents, as such Lender may elect, whether or not
the Administrative Agent or any Lender has made any demand for payment and
although such


                                        3
<PAGE>
obligations, liabilities and claims may be contingent or unmatured. Each Lender
agrees to notify the Guarantor promptly of any such set-off and the application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
under this paragraph are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which such Lender may have.

     4. No Subrogation. Notwithstanding any payment or payments made by the
Guarantor hereunder or any set-off or application of funds of the Guarantor by
any Lender, the Guarantor shall not be entitled to be subrogated to any of the
rights of the Administrative Agent or any Lender against the Company or any
other guarantor or any collateral security or guarantee or right of offset held
by any Lender for the payment of the Obligations, nor shall the Guarantor seek
or be entitled to seek any contribution or reimbursement from the Company or any
other guarantor in respect of payments made by the Guarantor hereunder, and any
such rights of subrogation and reimbursement of the Guarantor are hereby waived
until all amounts owing to the Administrative Agent and the Lenders by the
Company on account of the Obligations are paid in full in cash and the Term Loan
Commitments are terminated.

     5. Amendments etc. with respect to the Obligations; Waiver of Rights. The
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantor and without notice to or further
assent by the Guarantor, any demand for payment of any of the Obligations made
by the Administrative Agent or any Lender may be rescinded by such party and any
of the Obligations continued, and the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender and the Credit Agreement, the Term Loan Notes, the other Credit Documents
and any other collateral security document or other guarantee or document in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent and/or any Lender may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Administrative Agent or any Lender for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guarantee or any property subject
thereto. When making any demand hereunder against the Guarantor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on any other guarantor, and any failure by the
Administrative Agent or any Lender to make any such demand or to collect any
payments from any such other guarantor or any release of any such other
guarantor shall not relieve the Guarantor in respect of which a demand or
collection is not made or of its several obligations or liabilities hereunder,
and shall not impair or affect the rights and remedies, express or implied, or
as a matter of law, of the Administrative Agent or any Lender against the
Guarantor. For the purposes hereof "demand" shall include the commencement and
continuance of any legal proceedings.

     6. Guarantee Absolute and Unconditional. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent or any Lender
upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Guarantee; and
all dealings between the Company or the Guarantor and the Administrative Agent
or any Lender shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. The Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Company or any other guarantor with respect to the Obligations. The
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement, the Term
Loan


                                        4
<PAGE>
Notes, any other Credit Document, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any Lender, (b)
any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Company, the Guarantor or any other Person against the Administrative Agent or
any Lender, or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the Company or the Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of any of the Company
for the Obligations, or of the Guarantor under this Guarantee, in bankruptcy or
in any other instance. When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against the Guarantor, the Administrative
Agent and/or any Lender may, but shall be under no obligation to, make a similar
demand on or otherwise pursue such rights and remedies as it may have against
the Company or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure
by the Administrative Agent or any Lender to make any such demand, to pursue
such other rights or remedies or to collect any payments from the Company or any
such other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the Company or any
such other Person or any such collateral security, guarantee or right of offset,
shall not relieve the Guarantor of any obligation or liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender against
the Guarantor. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings. This Guarantee shall remain in full
force and effect and be binding in accordance with and to the extent of its
terms upon the Guarantor and the successors and assigns thereof, and shall inure
to the benefit of the Administrative Agent and the Lenders, and their respective
successors, indorsees, transferees and assigns, until all the Obligations and
the obligations of the Guarantor under this Guarantee shall have been satisfied
by payment in full, and the Term Loan Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement
the Company may be free from any Obligations.

     7. Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
the Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or of the Guarantor, or upon or as
a result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Company or the Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been
made.

     8. Payments. The Guarantor hereby guarantees that payments hereunder will
be paid in Dollars to the Administrative Agent without set-off or counterclaim
at the office of the Administrative Agent located at Eleven Madison Avenue, New
York, New York 10010, U.S.A. or at such other office as the Administrative Agent
may notify to the Guarantor in accordance with Section 15.

     9. Representations and Warranties. The Guarantor hereby represents and
warrants that:

          (a) it is a corporation duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its incorporation and has
     the corporate power and authority and the legal right to own and operate
     its property, to lease the property it operates and to conduct the business
     in which it is currently engaged;

          (b) it is duly qualified as a foreign corporation and in good standing
     under the laws of each jurisdiction where its ownership, lease or operation
     of property or the conduct or proposed conduct of its business requires
     such qualification and is in compliance with all


                                        5
<PAGE>
     Requirements of Law except to the extent that the failure to comply
     therewith could not reasonably be expected to have a material adverse
     effect on its business, operations, property or financial condition of the
     Guarantor and its Subsidiaries taken as a whole;

          (c) it has the corporate power and authority and the legal right to
     execute and deliver, and to perform its obligations under, this Guarantee
     and the other Credit Documents to which the Guarantor is a party and to
     grant the Liens granted by it pursuant to the other Credit Documents to
     which the Guarantor is a party, and has taken all necessary action to
     authorize the execution, delivery and performance of this Guarantee and the
     other Credit Documents to which the Guarantor is a party and to grant the
     Liens granted by it pursuant to the other Credit Documents to which it is a
     party;

          (d) no consent, license, permit, approval or authorization of, or
     filing with, or notice or report to, or registration, filing or declaration
     with, or other act by or in respect of, any arbitrator or Governmental
     Authority and no consent of any other Person (including, without
     limitation, any stockholder or creditor of the Guarantor), is required in
     connection with the execution, delivery, performance, validity or
     enforceability by or against the Guarantor of this Guarantee and the other
     Credit Documents to which the Guarantor is a party, other than consents
     that have been obtained or as to which the failure to obtain would not
     reasonably be expected to have a material adverse effect on the business,
     operations, property or financial condition of the Guarantor and its
     Subsidiaries taken as a whole;

          (e) this Guarantee and the other Credit Documents to which the
     Guarantor is a party have been duly executed and delivered on behalf of the
     Guarantor and each of this Guarantee and the other Credit Documents to
     which the Guarantor is a party constitutes a legal, valid and binding
     obligation of the Guarantor enforceable against the Guarantor in accordance
     with its terms, except as enforceability may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting the enforcement of creditors' rights generally and by general
     principles of equity;

          (f) the execution, delivery and performance of this Guarantee and the
     other Credit Documents to which the Guarantor is a party do not and (a)
     will not violate any Requirement of Law or any Contractual Obligation
     applicable to or binding upon the Guarantor or any of its properties or
     assets, in any manner which, individually or in the aggregate, (i) would
     have a material adverse effect on the business, operations, property,
     condition (financial or otherwise), liabilities or operating results of the
     Guarantor and its Subsidiaries taken as a whole, (ii) would have a material
     adverse effect on the ability of any Credit Party to perform its
     obligations under any Credit Document to which it is a party and with
     respect to the other financings contemplated thereby, or (iii) would give
     rise to any liability on the part of the Administrative Agent, the
     Arrangers or any Lender, and (b) will not result in the creation or
     imposition of any Lien on any of its properties or assets or pursuant to
     any Requirement of Law applicable to it, as the case may be, or any of its
     Contractual Obligations, except for the Liens arising under the Security
     Documents and Permitted Liens;

          (g) no litigation, investigation or proceeding of or before any
     arbitrator or Governmental Authority is pending or, to the knowledge of the
     Guarantor, threatened as of the Closing Date by or against the Guarantor or
     against any of its properties or revenues of the Guarantor (i) with respect
     to this Guarantee or the other Credit Documents to which the Guarantor is a
     party or any of the transactions contemplated hereby or thereby or (ii) in
     which there is a probability of an adverse determination, and which is
     reasonably likely, if adversely decided, to have a material adverse effect
     on the business, operations, property or financial


                                        6
<PAGE>
     condition of the Guarantor and its Subsidiaries taken as a whole or on the
     ability of the Guarantor and its Subsidiaries taken as a whole to perform
     their obligations under the Credit Documents; and

          (h) the Guarantor has filed or caused to be filed all tax returns
     required to be filed by it, and has paid all taxes due on said returns or
     on any assessments made against it (other than (a) those the amount or
     validity of which is currently being contested in good faith by appropriate
     proceedings for which adequate reserves have been provided on its books and
     (b) those which, individually or in the aggregate, are not material to the
     Guarantor and its Subsidiaries taken as a whole).

     10. Covenants. The Guarantor hereby covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Guarantee until the Obligations are paid in full in cash and the Term Loan
Commitments are terminated, except with respect to this Guarantee and the
guarantees of the Guarantor in connection with the First Lien Facility:

          (a) the Guarantor shall not create, incur, assume or suffer to exist
     any Indebtedness, other than (i) Indebtedness in respect of loans made by
     the Company to the Guarantor as contemplated by subsection 9.6(f) of the
     Credit Agreement and (ii) Indebtedness in respect of loans made to the
     Guarantor by the Investor Group, the proceeds of which are promptly either
     (A) borrowed (and permitted to be borrowed) by the Company pursuant to
     subsection 9.1(f) or 9.1(k) of the Credit Agreement or (B) used by the
     Guarantor to make investments in the Company; and

          (b) the Guarantor shall not engage in any business or activities other
     than holding the Capital Stock of the Company and activities incidental
     thereto.

     11. Severability. Any provision of this Guarantee which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     12. Headings. The headings used in this Guarantee are for convenience of
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.

     13. No Waiver; Cumulative Remedies. Neither the Administrative Agent nor
any Lender shall by any act (except by a written instrument pursuant to Section
14 hereof), delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any default or event of
default under any Credit Document or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the
part of the Administrative Agent or any Lender, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Administrative Agent or any Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Administrative Agent or such Lender would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.

     14. Integration; Waivers and Amendments; Successors and Assigns; Governing
Law. This Guarantee represents the entire agreement of the Guarantor with
respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject


                                        7
<PAGE>
matter hereof and there are no promises or representations by the Administrative
Agent or any Lender relative to the subject matter hereof not reflected herein
or in the other Credit Documents. None of the terms or provisions of this
Guarantee may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by the Guarantor and the Administrative Agent,
provided that any provision of this Guarantee may be waived by the
Administrative Agent and the Lenders in a letter or agreement executed by the
Administrative Agent or by telex or facsimile transmission from the
Administrative Agent. This Guarantee shall be binding upon the successors and
assigns of the Guarantor and shall inure to the benefit of the Administrative
Agent and the Lenders and their respective successors and assigns. THIS
GUARANTEE SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

          15. Notices. All notices, requests and demands to or upon the
Guarantor or the Administrative Agent or any Lender to be effective shall be in
writing or by telecopy and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or, in the case
of mail, three days after deposit in the postal system, first class postage
pre-paid, or, in the case of telecopy notice, confirmation of receipt received,
addressed to a party at the address provided for such party in the Credit
Agreement or Schedule I hereto, as the case may be, or to such other address as
may be hereafter notified to the parties hereto.

          16. Counterparts. This Guarantee may be executed by one or more of the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          17. Authority of Administrative Agent. The Guarantor acknowledges that
the rights and responsibilities of the Administrative Agent under this Guarantee
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request, judgment
or other right or remedy provided for herein or resulting or arising out of this
Guarantee shall, as between the Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and the Guarantor shall not be under
any obligation, or entitlement, to make any inquiry respecting such authority.

          18. Submission to Jurisdiction; Waivers. (a) The Guarantor hereby
irrevocably and unconditionally:

               (1) submits for itself and its property in any legal action or
          proceeding relating to this Guarantee or any other Credit Document, or
          for recognition and enforcement of any judgment in respect thereof, to
          the non-exclusive general jurisdiction of the courts of the State of
          New York, the courts of the United States for the Southern District of
          New York, and appellate courts from any thereof;

               (2) consents that any such action or proceeding may be brought in
          such courts, and waives any objection that it may now or hereafter
          have to the venue of any such action or proceeding in any such court
          or that such action or proceeding was brought in an inconvenient court
          and agrees not to plead or claim the same;

               (3) agrees that service of process in any such action or
          proceeding may be affected by mailing a copy thereof by registered or
          certified mail, postage prepaid, to the Guarantor at its address set
          forth on Schedule I hereto or at such other address of which the
          Administrative Agent shall have been notified pursuant to paragraph
          15; and


                                       8
<PAGE>
               (4) agrees that nothing herein shall affect the right to effect
          service of process in any other manner permitted by law or shall limit
          the right to sue in other jurisdiction.

          (b) The Guarantor and the Administrative Agent, on behalf of itself
and the Lenders, hereby unconditionally waive trial by jury in any legal action
or proceeding referred to in paragraph (a) above.

                  [Remainder of page intentionally left blank]


                                       9
<PAGE>
          IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered by its duly authorized officer as of the day and
year first above written.


                                        WERNER HOLDING CO. (PA), INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Accepted and agreed to:


CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands
branch, as Administrative Agent


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       10
<PAGE>
                                                                      SCHEDULE I
                                                              HOLDINGS GUARANTEE

                                        Address of Guarantor

                                        Werner Holding Co. (PA), Inc.
                                        93 Werner Road
                                        Greenville, Pennsylvania 16125
                                        Attention: Eric J. Werner, Esq.
                                        Telecopy:   (724) 588-0618

                                        With a copy to:

                                        Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue
                                        New York, New York 10166
                                        Attention:  Janet Vance, Esq.
                                        Telecopy:  (212) 351-5288


                                       11
<PAGE>
                              SUBSIDIARY GUARANTEE

          SUBSIDIARY GUARANTEE, dated as of May 10, 2005, made by each of the
corporations that are signatories hereto (the "Guarantors"), in favor of CREDIT
SUISSE FIRST BOSTON, acting through its Cayman Islands branch ("CSFB"), as
administrative agent (together with its successors in such capacity, the
"Administrative Agent") for the several lenders (the "Lenders") from time to
time parties to the Credit Agreement (as hereafter defined).

                                   WITNESSETH:

          WHEREAS, Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Company"), is party to a Credit Agreement, dated as of the date hereof, (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among the Company, the Lenders, the
Administrative Agent, CSFB, as joint bookrunner and joint lead arranger, and
Morgan Stanley Senior Funding, Inc., as joint book runner and joint lead
arranger;

          WHEREAS, Company has also entered into (a) that Credit Agreement,
dated as of June 11, 2003 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the "First Lien Credit
Agreement"), by and among the lenders party thereto from time to time, Citigroup
Global Markets Inc., as syndication agent, Citigroup Global Markets Inc. and J.
P. Morgan Securities, Inc., as joint lead arrangers and joint bookrunners, and
JPMorgan Chase Bank, as administrative agent (together with its successors, in
such capacity, the "First Lien Administrative Agent"), and (b) that certain
Subsidiary Guarantee, dated as of June 11, 2003 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the "First
Lien Subsidiary Guarantee"), by and between the Guarantors and First Lien
Administrative Agent, pursuant to which the Guarantors have guaranteed to the
First Lien Administrative Agent, for the benefit of the First Lien
Administrative Agent, the Issuing Lenders (as defined in the First Lien Credit
Agreement) and the First Lien Credit Agreement Lenders (as hereinafter defined),
and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Company when due of the First Lien
Obligations (as hereinafter defined);

          WHEREAS, pursuant to the terms of the Credit Agreement, the Lenders
severally agreed to make certain extensions of credit to the Company;

          WHEREAS, the Company owns directly all of the issued and outstanding
Capital Stock of each Guarantor;

          WHEREAS, the proceeds of the extensions of credit will be used in part
to enable the Company to make valuable transfers (as determined as provided
herein) to each Guarantor in connection with the operation of its respective
business;

          WHEREAS, the Company and the Guarantors are engaged in related
businesses, and each Guarantor will derive substantial direct and indirect
benefit from the making of the extensions of credit; and

          WHEREAS, under the Credit Agreement, the obligation of the Lenders to
make the extensions of credit to the Company on and after the date hereof is
conditioned upon, among other things, the execution and delivery by the
Guarantors of this Guarantee;

          NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to make their respective
extensions of credit to the Company under the
<PAGE>
Credit Agreement, the Guarantors hereby agree with and for the benefit of the
Administrative Agent and the Lenders as follows:

          1. Defined Terms. As used in this Guarantee, terms defined in the
Credit Agreement or in the preamble or recitals hereto are used herein as
therein defined, and the following terms shall have the following meanings:

          "Administrative Agent": shall have the meaning assigned to such term
     in the preamble.

          "Credit Agreement": shall have the meaning assigned to such term in
     the recitals.

          "CSFB": shall have the meaning assigned to such term in the preamble.

          "Discharge of First Lien Obligations": shall have the meaning assigned
     to such term in the Intercreditor Agreement.

          "First Lien Administrative Agent": shall have the meaning assigned to
     such term in the recitals.

          "First Lien Credit Agreement": shall have the meaning assigned to such
     term in the recitals.

          "First Lien Credit Agreement Lenders": shall have the meaning assigned
     to the term "Lenders" under the First Lien Credit Agreement.

          "First Lien Credit Documents": shall have the meaning assigned to such
     term in the Intercreditor Agreement.

          "First Lien Obligations": shall have the meaning assigned to such term
     in the Intercreditor Agreement.

          "First Lien Subsidiary Guarantee": shall have the meaning assigned to
     such term in the recitals.

          "Guarantors": shall have the meaning assigned to such term in the
     preamble.

          "Intercreditor Agreement": shall mean the Intercreditor Agreement,
     dated as of the date hereof (as amended, restated, amended and restated,
     supplemented or otherwise from time to time), by and among the Company,
     Werner Holding Co. (PA), Inc., the Guarantors, the First Lien
     Administrative Agent and the Administrative Agent.

          "Lenders": shall have the meaning assigned to such term in the
     preamble.

          "Obligations": shall mean the unpaid principal amount of, and interest
     on (including interest accruing on or after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to the Company, whether or not a claim for such
     post-filing or post-petition interest is allowed), the Loans and all other
     obligations and liabilities of the Company to the Administrative Agent or
     the Lenders, whether direct or indirect, absolute or contingent, due or to
     become due, or now existing or hereafter incurred, which may arise under,
     out of, or in connection with, the Credit Agreement, the other Credit
     Documents and any other document executed and delivered or given in
     connection therewith or herewith, whether


                                        2
<PAGE>
     on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses (including, without limitation, all reasonable
     fees and disbursements of counsel to the Administrative Agent or the
     Lenders that are required to be paid by the Company or the Guarantors
     pursuant to the terms of the Credit Agreement) or otherwise.

          2. Guarantee. (a) Each Guarantor hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Administrative Agent, for the
benefit of the Administrative Agent, the Lenders and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Company when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, and each of the Guarantors
further agrees to pay any and all expenses (including, without limitation, all
reasonable fees and disbursements of counsel) which may be paid or incurred by
the Administrative Agent or any Lender in enforcing, or obtaining advice of
counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting
against, the Guarantors under this Guarantee.

          (b) Anything herein or in any other Credit Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Credit Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors.

          (c) Each Guarantor agrees that the Obligations may at any time and
from time to time exceed the amount of the liability of such Guarantor hereunder
without impairing this Guarantee or affecting the rights of the Administrative
Agent or any Lender hereunder.

          (d) No payment or payments made by the Company, the Guarantors, any
other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from the Company, the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment or payments other than payments made by
such Guarantor in respect of the Obligations or payments received or collected
from such Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full in cash and the Term Loan Commitments are
terminated.

          (e) Each Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent in
writing that such payment is made under this Guarantee for such purpose.

          3. Right of Set-off. Upon the occurrence of any Event of Default under
any Credit Document, each Guarantor hereby irrevocably authorizes each Lender,
subject to the terms of the Intercreditor Agreement, at any time and from time
to time without notice to such Guarantor or any other guarantor, any such notice
being expressly waived by each Guarantor, to set off and appropriate and apply
any and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender to or for the credit or the
account of the Guarantor, or any part thereof in such amounts as such Lender may
elect, against and on account of the obligations and liabilities of such
Guarantor to such Lender hereunder or under the Credit Agreement, the Term Loan
Notes, or the other Credit Documents, as such Lender may elect, whether or not
the Administrative Agent or any Lender has made any demand for payment and
although such


                                       3
<PAGE>
obligations, liabilities and claims may be contingent or unmatured. Each Lender
agrees to notify such Guarantor promptly of any such set-off and the application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
under this paragraph are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which such Lender may have.

          4. No Subrogation. Notwithstanding any payment or payments made by any
of the Guarantors hereunder or any set-off or application of funds of any of the
Guarantors by any Lender, no Guarantor shall be entitled to be subrogated to any
of the rights of the Administrative Agent or any Lender against the Company or
any other Guarantor or any collateral security or guarantee or right of offset
held by any Lender for the payment of the Obligations, nor shall any Guarantor
seek or be entitled to seek any contribution or reimbursement from the Company
or any other Guarantor in respect of payments made by such Guarantor hereunder,
and any such rights of subrogation and reimbursement of the Guarantors are
hereby waived until all amounts owing to the Administrative Agent and the
Lenders by the Company on account of the Obligations are paid in full in cash
and the Term Loan Commitments are terminated.

          5. Amendments, etc. with respect to the Obligations; Waiver of Rights.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Obligations made
by the Administrative Agent or any Lender may be rescinded by such party and any
of the Obligations continued, and the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender and the Credit Agreement, the Term Loan Notes, the other Credit Documents
and any other collateral security document or other guarantee or document in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent and/or any Lender may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Administrative Agent or any Lender for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guarantee or any property subject
thereto. When making any demand hereunder against any particular Guarantor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on any other Guarantor or guarantor, and any failure by
the Administrative Agent or any Lender to make any such demand or to collect any
payments from any such other Guarantor or guarantor or any release of any such
other Guarantor or guarantor shall not relieve such Guarantor in respect of
which a demand or collection is not made or any of the Guarantors not so
released of their several obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent or any Lender against any of the Guarantors.
For the purposes hereof "demand" shall include the commencement and continuance
of any legal proceedings.

          6. Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between the Company or any of the Guarantors and the
Administrative Agent or any Lender shall likewise be conclusively presumed to
have been had or consummated in reliance upon this Guarantee. Each Guarantor
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Company or any of the Guarantors with respect to
the Obligations. Each


                                       4
<PAGE>
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of the Credit Agreement, the Term
Loan Notes, any other Credit Document, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the Company, any of the Guarantors or any other Person against the
Administrative Agent or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Company or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Company for the Obligations, or of any Guarantor under this
Guarantee, in bankruptcy or in any other instance. When making any demand
hereunder or otherwise pursuing its rights and remedies hereunder against any
Guarantor, the Administrative Agent and/or any Lender may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Company, any other Guarantor or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Company, any other Guarantor or any
such other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the Company, any
other Guarantor or any such other Person or any such collateral security,
guarantee or right of offset, shall not relieve any Guarantor of any obligation
or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent or any Lender against any Guarantor. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings. This
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Guarantor and the successors and
assigns thereof, and shall inure to the benefit of the Administrative Agent and
the Lenders, and their respective successors, indorsees, transferees and
assigns, until all the Obligations and the obligations of each Guarantor under
this Guarantee shall have been satisfied by payment in full and the Term Loan
Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Company may be free from any Obligations.

          7. Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
the Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or of any Guarantor, or upon or as
a result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Company or any Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been
made.

          8. Payments. Each Guarantor hereby guarantees that payments hereunder
will be paid in Dollars to the Administrative Agent without set-off or
counterclaim at the office of the Administrative Agent located at Eleven Madison
Avenue, New York, New York 10010, U.S.A. or at such other office as the
Administrative Agent may notify to the Guarantor in accordance with Section 15.

          9. Representations and Warranties. Each Guarantor hereby represents
and warrants that:

          (a) it is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and has the
corporate power and authority and the legal right to own and operate its
property, to lease the property it operates and to conduct the business in which
it is currently engaged;


                                       5
<PAGE>
          (b) it is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct or proposed conduct of its business requires such
qualification and is in compliance with all Requirements of Law except to the
extent that the failure to be so qualified could not reasonably be expected to
have a material adverse effect on the business, operations, property or
financial condition of the Company and its Subsidiaries taken as a whole;

          (c) it has the corporate power and authority and the legal right to
execute and deliver, and to perform its obligations under, this Guarantee and
the other Credit Documents to which the Guarantor is a party and to grant the
Liens granted by it pursuant to the other Credit Documents to which such
Guarantor is a party, and has taken all necessary corporate action to authorize
the execution, delivery and performance of this Guarantee and the other Credit
Documents to which such Guarantor is a party and to grant the Liens granted by
it pursuant to the other Credit Documents to which it is a party;

          (d) it is a Subsidiary of the Company;

          (e) no consent, license, permit, approval or authorization of, or
filing with, or notice or report to, or registration, filing or declaration
with, or other act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including, without limitation, any
stockholder or creditor of any Guarantor), is required in connection with the
execution, delivery, performance, validity or enforceability by or against any
Guarantor of this Guarantee and the other Credit Documents to which each
Guarantor is a party other than consents that have been obtained or as to which
the failure to obtain would not reasonably be expected to have a material
adverse effect on the business, operations, property or financial condition of
the Company and its Subsidiaries taken as a whole;

          (f) this Guarantee and the other Credit Documents to which each
Guarantor is a party have been duly executed and delivered on behalf of such
Guarantor and each of this Guarantee and the other Credit Documents to which
each Guarantor is a party constitutes a legal, valid and binding obligation of
such Guarantor enforceable against such Guarantor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity;

          (g) the execution, delivery and performance of this Guarantee and the
other Credit Documents to which each Guarantor is a party do not and (a) will
not violate any Requirement of Law or any Contractual Obligation applicable to
or binding upon such Guarantor or any of its properties or assets, in any manner
which, individually or in the aggregate, (i) would have a material adverse
effect on the business, operations, property, condition (financial or
otherwise), liabilities or operating results of Company and its Subsidiaries
taken as a whole, (ii) would have a material adverse effect on the ability of
any Credit Party to perform its obligations under any Credit Document to which
it is a party and with respect to the other financings contemplated thereby, or
(iii) would give rise to any liability on the part of the Administrative Agent,
the Arrangers or any Lender, and (b) will not result in the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it, as the case may be, or any of its
Contractual Obligations, except for the Liens arising under the Security
Documents;

          (h) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of such
Guarantor, threatened by or against such Guarantor or against any of its
properties or revenues of any Guarantor (i) with respect to this Guarantee or
the other Credit Documents to which such Guarantor is a party or any of the
transactions contemplated hereby or thereby or (ii) which could have a material
adverse effect on the business, operations, property or


                                       6
<PAGE>
financial condition of the Company and its Subsidiaries taken as a whole or on
the ability of the Company and its Subsidiaries to perform their obligations
under the Credit Documents; and

          (i) each Guarantor has filed or caused to be filed all tax returns
required to be filed by it, and has paid all taxes due on said returns or on any
assessments made against it (other than (a) those the amount or validity of
which is currently being contested in good faith by appropriate proceedings for
which adequate reserves have been provided on its books and (b) those which,
individually or in the aggregate, are not material to the Company and its
Subsidiaries taken as a whole).

          10. Covenants. Each Guarantor hereby covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Guarantee until the Obligations are paid in full in cash and the Term Loan
Commitments are terminated, each Guarantor will comply with provisions of
Sections 8 and 9 of the Credit Agreement to the extent such provisions apply to
such Guarantors.

          11. Severability. Any provision of this Guarantee which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          12. Section Headings. The section headings used in this Guarantee are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

          13. No Waiver; Cumulative Remedies. Neither the Administrative Agent
nor any Lender shall by any act (except by a written instrument pursuant to
Section 14 hereof), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any default or
event of default under any Credit Document or in any breach of any of the terms
and conditions hereof. No failure to exercise, nor any delay in exercising, on
the part of the Administrative Agent or any Lender, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent or any Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Administrative Agent or such Lender would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.

          14. Integration; Waivers and Amendments; Successors and Assigns;
Governing Law. This Guarantee represents the entire agreement of each Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein or in the other Credit Documents.
None of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
each Guarantor and the Administrative Agent, provided that any provision of this
Guarantee may be waived by the Administrative Agent and the Lenders in a letter
or agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Guarantee shall be binding upon
the successors and assigns of each Guarantor and shall inure to the benefit of
the Administrative Agent and the Lenders and their respective successors and
assigns. THIS GUARANTEE SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                       7
<PAGE>
          15. Notices. All notices, requests and demands to or upon each
Guarantor or the Administrative Agent or any Lender to be effective shall be in
writing or by telecopy and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or, in the case
of mail, three days after deposit in the postal system, first class postage
pre-paid, or, in the case of telecopy notice, confirmation of receipt received,
addressed to a party at the address provided for such party in the Credit
Agreement or Schedule I hereto, as the case may be, or to such other address as
may be hereafter notified to the parties hereto.

          16. Counterparts. This Guarantee may be executed by one or more of the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          17. Authority of Administrative Agent. Each Guarantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Guarantee with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Guarantee shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and each Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and no Guarantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.

          18. Additional Guarantors. Each Subsidiary of the Company that is
required to become a party to this Agreement pursuant to subsection 8.9(b) of
the Credit Agreement shall become a Guarantor for all purposes of this
Agreement, and a Grantor for all purposes of the Collateral Agreement, upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 to the Collateral Agreement.

          19. Submission to Jurisdiction; Waivers. (a) Each Guarantor hereby
irrevocably and unconditionally:

               (1) submits for itself and its property in any legal action or
     proceeding relating to this Guarantee or any other Credit Document, or for
     recognition and enforcement of any judgment in respect thereof, to the
     non-exclusive general jurisdiction of the courts of the State of New York,
     the courts of the United States for the Southern District of New York, and
     appellate courts from any thereof;

               (2) consents that any such action or proceeding may be brought in
     such courts, and waives any objection that it may now or hereafter have to
     the venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

               (3) agrees that service of process in any such action or
     proceeding may be affected by mailing a copy thereof by registered or
     certified mail, postage prepaid, to such Guarantor at its address set forth
     on Schedule I hereto or at such other address of which the Administrative
     Agent shall have been notified pursuant to paragraph 15; and

               (4) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in other jurisdiction.


                                       8
<PAGE>
          (b) Each Guarantor and the Administrative Agent, on behalf of itself
and the Lenders, hereby unconditionally waive trial by jury in any legal action
or proceeding referred to in paragraph (a) above.

                  [Remainder of page intentionally left blank]


                                       9
<PAGE>
          IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.

                                        WERNER CO.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WIP TECHNOLOGIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Accepted and agreed to:

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands
branch, as Administrative Agent


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       10
<PAGE>
                                                                   SCHEDULE I to
                                                            Subsidiary Guarantee

                              Address of Guarantors

                                        C/o Werner Holding Co. (PA), Inc.
                                        93 Werner Road
                                        Greenville, Pennsylvania 16125
                                        Attention: Eric J. Werner, Esq.
                                        Telecopy: (724) 588-0618

                                        With a copy to:

                                        Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue
                                        New York, New York 10166
                                        Attention: Janet Vance, Esq.
                                        Telecopy: (212) 351-5288
<PAGE>
                            HOLDINGS PLEDGE AGREEMENT

     HOLDINGS PLEDGE AGREEMENT, dated as of May 10, 2005, made by WERNER HOLDING
CO. (PA), INC., a Pennsylvania corporation (the "Pledgor"), in favor of CREDIT
SUISSE FIRST BOSTON, acting through its Cayman Islands branch ("CSFB"), as
administrative agent (together with its successors in such capacity, the
"Administrative Agent") for the several lenders (the " Lenders") from time to
time parties to the Credit Agreement (as defined below).

                                   WITNESSETH:

     WHEREAS, pursuant to the Credit Agreement, dated as of the date hereof (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Werner Holding Co. (DE), Inc., a
Delaware corporation (the "Company"), the Lenders, the Administrative Agent,
CSFB, as joint bookrunner and joint lead arranger, and Morgan Stanley Senior
Funding, Inc., as joint book runner and joint lead arranger, the Lenders have
severally agreed to make loans to the Company upon the terms and subject to the
conditions set forth therein;

     WHEREAS, Company has also entered into (a) that Credit Agreement, dated as
of June 11, 2003 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the "First Lien Credit Agreement"), by and
among the lenders party thereto from time to time, Citigroup Global Markets
Inc., as syndication agent, Citigroup Global Markets Inc. and J. P. Morgan
Securities, Inc., as joint lead arrangers and joint bookrunners, and JPMorgan
Chase Bank, as administrative agent (together with its successors in such
capacity, the "First Lien Administrative Agent"), and (b) that certain Holdings
Pledge Agreement, dated as of June 11, 2003 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the "First Lien
Holdings Pledge Agreement"), by and between the Pledgor and the First Lien
Administrative Agent, pursuant to which the Pledgor has (i) delivered to the
First Lien Administrative Agent, for the ratable benefit of the First Lien
Credit Agreement Lenders (as hereinafter defined), all certificates and
instruments representing or evidencing the Pledged Stock (as hereinafter
defined) and any Pledged Notes (as hereinafter defined) and (ii) granted a first
priority lien on the Collateral to the First Lien Administrative Agent for the
ratable benefit of the First Lien Credit Agreement Lenders to secure the First
Lien Obligations;

     WHEREAS, the Pledgor is the owner of the shares of Pledged Stock issued by
the Company listed on Schedule I hereto; and

     WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective loans to the Company under the Credit Agreement that the
Pledgor shall have executed and delivered this Pledge Agreement (as hereinafter
defined) to the Administrative Agent for the ratable benefit of the Lenders;

     NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective loans under the Credit Agreement,
the Pledgor hereby agrees with the Administrative Agent, for the ratable benefit
of the Lenders, as follows:

     1. Defined Terms. Unless otherwise defined herein, terms that are defined
in the Credit Agreement and used herein are so used as so defined, and the
following terms shall have the following meanings:

          "Administrative Agent" shall have the meaning assigned to such term in
     the preamble.
<PAGE>
          "Agreement" means this Holdings Pledge Agreement, as amended,
     supplemented or otherwise modified from time to time.

          "Code" means the Uniform Commercial Code from time to time in effect
     in the State of New York.

          "Collateral" means the Pledged Stock, the Pledged Notes and all
     Proceeds of each thereof.

          "Company" shall have the meaning assigned to such term in the
     recitals.

          "Credit Agreement" shall have the meaning assigned to such term in the
     recitals.

          "CSFB" shall have the meaning assigned to such term in the preamble.

          "Discharge of First Lien Obligations" shall have the meaning assigned
     to such term in the Intercreditor Agreement.

          "First Lien Administrative Agent" shall have the meaning assigned to
     such term in the recitals.

          "First Lien Credit Agreement" shall have the meaning assigned to such
     term in the recitals.

          "First Lien Credit Agreement Lenders" shall have the meaning assigned
     to the term "Lenders" under the First Lien Credit Agreement.

          "First Lien Credit Documents" shall have the meaning assigned to such
     term in the Intercreditor Agreement.

          "First Lien Holdings Pledge Agreement" shall have the meaning assigned
     to such term in the recitals.

          "First Lien Obligations" shall have the meaning assigned to such term
     in the Intercreditor Agreement.

          "First Lien Secured Parties" shall have the meaning assigned to such
     term in the Intercreditor Agreement.

          "Intercreditor Agreement" shall have the meaning assigned to such term
     in Section 3(b) hereof.

          "Lenders" shall have the meaning assigned to such term in the
     preamble.

          "Obligations" means (i) the unpaid principal amount of, and interest
     on (including interest accruing on or after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to the Company, whether or not a claim for such
     post-filing or post-petition interest is allowed), the Term Loans and all
     other obligations and liabilities of the Company to the Administrative
     Agent or the Lenders, whether direct or indirect, absolute or contingent,
     due or to become due, or now existing or hereafter incurred, which may
     arise under, out of, or in connection with, the Credit Agreement, the other
     Credit Documents and any other document executed and delivered or given in
     connection therewith or herewith, whether


                                       2
<PAGE>
     on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses (including, without limitation, all reasonable
     fees and disbursements of counsel to the Administrative Agent or to the
     Lenders that are required to be paid by the Company pursuant to the terms
     of the Credit Agreement) or otherwise and (ii) all obligations and
     liabilities of the Pledgor which may arise under, out of, or in connection
     with the Holdings Guarantee.

          "Pledge Agreement" means this Pledge Agreement, as amended, restated,
     amended and restated, supplemented or otherwise modified from time to time.

          "Pledged Notes" means all promissory notes made by the Company from
     time to time issued to, or held by, the Pledgor.

          "Pledged Stock" means the shares of capital stock of the Company
     listed on Schedule I hereto, together with all stock certificates, options
     or rights of any nature whatsoever that may be issued or granted by the
     Company to the Pledgor while this Pledge Agreement is in effect.

          "Pledgor" shall have the meaning assigned to such term in the
     preamble.

          "Proceeds" means all "proceeds", as such term is defined in Section
     9-102 of the Code on the date hereof, of the Pledged Stock, and, in any
     event, shall include, without limitation, all dividends or other income
     from the Pledged Stock, collections thereon or distributions with respect
     thereto.

     2. Pledge; Grant of Security Interest. The Pledgor hereby transfers and
grants to the Administrative Agent, for the ratable benefit of the Lenders, a
security interest (subject to the terms of the Intercreditor Agreement) in all
of the Pledgor's right, title and interest in the Collateral, as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations.

     3. Subordination; Intercreditor Agreement. (a) Notwithstanding anything
herein to the contrary, it is the understanding of the parties that the Liens
granted pursuant to Section 2 herein shall, prior to the Discharge of First Lien
Obligations, be subject and subordinate (pursuant to the terms and conditions of
the Intercreditor Agreement) to the Liens granted to the First Lien
Administrative Agent for the benefit of the holders of the First Lien
Obligations pursuant to the First Lien Holdings Pledge Agreement.
Notwithstanding anything herein to the contrary, the Liens and security interest
granted to Administrative Agent pursuant to this Pledge Agreement and the
exercise of any right or remedy by Administrative Agent hereunder are subject in
all instances to the provisions of the Intercreditor Agreement.

     (b) (i) FOR SO LONG AS THE INTERCREDITOR AGREEMENT SHALL BE IN FULL FORCE
AND EFFECT AND THE FIRST LIEN CREDIT DOCUMENTS SHALL REQUIRE THE DELIVERY OF
POSSESSION OR CONTROL TO THE FIRST LIEN ADMINISTRATIVE AGENT OF THE COLLATERAL,
ANY COVENANT HEREUNDER REQUIRING (OR ANY REPRESENTATION OR WARRANTY HEREUNDER TO
THE EXTENT THAT IT WOULD HAVE THE EFFECT OF REQUIRING) THE DELIVERY OF
POSSESSION OR CONTROL TO THE ADMINISTRATIVE AGENT OF THE COLLATERAL (OTHER THAN
COLLATERAL IN RESPECT OF WHICH THE ADMINISTRATIVE AGENT MAY ALSO HAVE CONTROL AT
THE SAME TIME THE FIRST LIEN ADMINISTRATIVE AGENT HAS SUCH CONTROL) SHALL BE
DEEMED TO HAVE BEEN SATISFIED (OR, IN THE CASE OF ANY REPRESENTATION AND
WARRANTY, SHALL BE DEEMED TO BE TRUE) IF, PRIOR TO THE DISCHARGE OF FIRST LIEN
OBLIGATIONS, SUCH POSSESSION OR CONTROL SHALL HAVE BEEN DELIVERED TO THE


                                       3
<PAGE>
FIRST LIEN ADMINISTRATIVE AGENT, AS PROVIDED IN THE INTERCREDITOR AGREEMENT (IT
BEING EXPRESSLY UNDERSTOOD THAT AFTER THE DISCHARGE OF FIRST LIEN OBLIGATIONS,
THE PLEDGOR SHALL DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT
OF THE LENDERS, ALL CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING THE
PLEDGED STOCK AND ANY PLEDGED NOTES) AND (II) REFERENCE IS MADE TO THE
INTERCREDITOR AGREEMENT DATED AS OF MAY 10, 2005 (AS AMENDED, RESTATED, AMENDED
AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), AMONG THE COMPANY, WERNER HOLDING CO. (PA), INC.,
THE SUBSIDIARIES OF THE COMPANY PARTY THERETO, JPMORGAN CHASE BANK, AS FIRST
LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN), AND CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS SECOND LIEN ADMINISTRATIVE AGENT
(AS DEFINED THEREIN). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN
AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
THE SECURED PARTIES, PURSUANT TO THIS PLEDGE AGREEMENT AND THE EXERCISE OF ANY
RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE
EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT AND THIS PLEDGE AGREEMENT, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL CONTROL.

     4. Stock Powers. Concurrently with the delivery to the Administrative Agent
of (x) each certificate representing one or more shares of Pledged Stock, the
Pledgor shall deliver an undated stock power covering such certificate, duly
executed in blank by the Pledgor and (y) each instrument evidencing the Pledged
Notes, the Pledgor shall duly endorse the respective Pledged Note in blank.

     5. Representations and Warranties. The Pledgor represents and warrants
that:

     (a) the shares of Pledged Stock constitute (i) all the issued and
outstanding shares of all classes of the Capital Stock of the Company owned by
the Pledgor and (ii) on the date hereof, 100% of the issued and outstanding
shares of all classes of the Capital Stock of the Company;

     (b) all the shares of Pledged Stock have been duly and validly issued and
are fully paid and nonassessable;

     (c) the Pledgor is the record and beneficial owner of the Pledged Stock,
free of any and all Liens or options in favor of, or claims of, any other
Person, except (i) the Lien created by the First Lien Holdings Pledge Agreement
and (ii) the Lien created by this Pledge Agreement; and

     (d) upon delivery to the Administrative Agent of the stock certificates
evidencing the Pledged Stock and the instruments evidencing the Pledged Notes,
the Lien granted pursuant to this Pledge Agreement will constitute a valid,
perfected first priority Lien on the Collateral (except, with respect to
Proceeds, to the extent (and only to the extent) permitted by Section 9-315 of
the Code), enforceable as such against all creditors of the Pledgor and any
Persons purporting to purchase any of the Collateral from the Pledgor.

     6. Covenants. The Pledgor covenants and agrees with the Administrative
Agent and the Lenders that, from and after the date of this Pledge Agreement
until the Obligations are paid in full in cash and the Term Loan Commitments are
terminated:


                                       4
<PAGE>
     (a) If the Pledgor shall become entitled to receive or shall receive (x)
any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of capital
stock of the Company, whether in addition to, in substitution of, as a
conversion of, or in exchange for any shares of the Pledged Stock, or otherwise
in respect thereof, or (y) any additional instruments in respect of, or
constituting, Pledged Notes, the Pledgor shall accept the same as the agent of
the Administrative Agent and the Lenders, hold the same in trust for the
Administrative Agent and the Lenders and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by the Pledgor to
the Administrative Agent if required, and, in the case of stock certificates,
together with an undated stock power covering such certificate duly executed in
blank by the Pledgor and with, if the Administrative Agent so requests,
signature guaranteed, to be held by the Administrative Agent, subject to the
terms hereof, as additional collateral security for the Obligations.

     (b) Without the prior written consent of the Administrative Agent, the
Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose of,
or grant any option with respect to, the Collateral, or (ii) create, incur or
permit to exist any Lien or option in favor of, or any claim of any Person with
respect to, any of the Collateral, or any interest therein, except for (A) the
Lien created by the First Lien Holdings Pledge Agreement and (B) the Lien
provided for by this Pledge Agreement. The Pledgor will defend the right, title
and interest of the Administrative Agent and the Lenders in and to the
Collateral against the claims and demands of all Persons whomsoever (other than
the First Lien Secured Parties).

     (c) At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as the Administrative Agent may reasonably request for
the purposes of obtaining or preserving the full benefits of this Pledge
Agreement and of the rights and powers herein granted. If any amount payable
under or in connection with any of the Collateral shall be or become evidenced
by any promissory note, other instrument or chattel paper, such note, instrument
or chattel paper shall be immediately delivered to the Administrative Agent,
duly endorsed in a manner satisfactory to the Administrative Agent, to be held
as Collateral pursuant to this Pledge Agreement.

     (d) The Pledgor agrees to pay, and to save the Administrative Agent and the
Lenders harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral
or in connection with any of the transactions contemplated by this Pledge
Agreement.

     7. Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing, the Pledgor shall be permitted to receive all cash
dividends paid by the Company to the extent permitted in the Credit Agreement in
respect of the Pledged Stock, to receive all payments in respect of the Pledged
Notes and to exercise all voting and corporate rights with respect to the
Pledged Stock, provided, however, that the Pledgor agrees that it shall not vote
in any way which would be inconsistent with or result in any violation of any
provision of the Credit Agreement, the Term Loan Notes, the Security Documents
or any of the other Credit Documents. The Administrative Agent shall, at the
Pledgor's sole cost and expense, execute and deliver (or cause to be executed
and delivered) to the Pledgor all proxies and other instruments as the Pledgor
may reasonably request for the purpose of enabling the Pledgor to exercise the
voting and other rights that it is entitled to exercise pursuant to this Section
7.


                                       5
<PAGE>
     8. Rights of the Lenders and the Administrative Agent. (a) Subject to the
terms of the Intercreditor Agreement, if an Event of Default shall occur and be
continuing, (i) the Administrative Agent shall have the right to receive any and
all cash dividends paid in respect of the Pledged Stock and all payments in
respect of the Pledged Notes and make application thereof to the Obligations in
such order as the Administrative Agent may determine, and (ii) all shares of the
Pledged Stock may be registered in the name of the Administrative Agent or its
nominee, and, subject to the terms of this Pledge Agreement, the Administrative
Agent or its nominee may thereafter exercise (A) all voting, corporate and other
rights pertaining to such shares of the Pledged Stock at any meeting of
shareholders of the Company or otherwise and (B) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Company, or upon the exercise by the Pledgor or the Administrative Agent of any
right, privilege or option pertaining to such shares of the Pledged Stock, and
in connection therewith, the right to deposit and deliver any and all of the
Pledged Stock with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine), all
without liability except to account for property actually received by it and
except for its gross negligence or willful misconduct or failure to comply with
the provisions of Section 14, but the Administrative Agent shall have no duty to
the Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

     (b) The rights of the Administrative Agent and the Lenders hereunder shall
not be conditioned or contingent upon the pursuit by the Administrative Agent or
any Lender of any right or remedy against any other Person which may be or
become liable in respect of all or any part of the Obligations or against any
collateral security therefor, guarantee therefor or right of offset with respect
thereto. None of the Administrative Agent and any Lender shall be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Administrative Agent be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
the Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The Administrative Agent agrees to
release promptly to the Pledgor any dividends, cash, securities, instruments and
other property paid, payable or otherwise distributed in respect of the
Collateral which it may receive under Section 8(a) if, prior to the occurrence
of an acceleration of any of the Obligations, all Defaults and Events of Default
have been waived or are no longer continuing.

     (c) The Administrative Agent may execute any of its duties under this
Pledge Agreement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care, except
as otherwise provided in subsection 11.3 of the Credit Agreement.


                                       6
<PAGE>
     9. Execution of Financing Statements. Pursuant to any applicable law, the
Pledgor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of the Pledgor in such form and in such
offices as the Administrative Agent determines appropriate to perfect the
security interests of the Administrative Agent under this Agreement. The Pledgor
authorizes the Administrative Agent to use the collateral description "all
personal property of the debtor, whether now owned or hereafter acquired" in any
such financing statements. The Pledgor hereby ratifies and authorizes the filing
by the Administrative Agent of any financing statement with respect to the
Collateral made prior to the date hereof.

     10. Remedies. Subject to the terms of the Intercreditor Agreement, in the
event that any portion of the Obligations has been declared or becomes due and
payable in accordance with the terms of the Credit Agreement or the Holdings
Guarantee, as applicable, the Administrative Agent, on behalf of the Lenders,
may exercise, in addition to all other rights and remedies granted in this
Pledge Agreement and in any other instrument or agreement securing, evidencing
or relating to the Obligations, all rights and remedies of a secured party under
the Code. Without limiting the generality of the foregoing, the Administrative
Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor, the Company or any other Person (all and each
of which demands, defenses, advertisements and notices are hereby waived), may
in such circumstances forthwith, subject to the terms of the Intercreditor
Agreement, collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Administrative Agent or any Lender or elsewhere upon such
terms and conditions as it may deem commercially reasonable and at such prices
as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Administrative Agent or any Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in the
Pledgor, which right or equity is hereby waived and released. Subject to the
terms of the Intercreditor Agreement, the Administrative Agent promptly shall
apply any Proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred in respect
thereof or incidental to the care or safekeeping of any of the Collateral or in
any way relating to the Collateral or the rights of the Administrative Agent and
the Lenders hereunder, including, without limitation, reasonable attorneys' fees
and disbursements of counsel to the Administrative Agent, to the payment in
whole or in part of the Obligations, in such order as the Administrative Agent
may elect subject to subsection 5.9 of the Credit Agreement, and only after such
application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, without limitation, Section
9-615(a)(3) of the Code, need the Administrative Agent account for the surplus,
if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor
waives all claims, damages and demands it may acquire against the Administrative
Agent or any Lender arising out of the lawful exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition. The Pledgor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Administrative Agent or
any Lender to collect such deficiency.

     11. Registration Rights; Private Sales. (a) If the Administrative Agent
shall determine to exercise its right to sell any or all of the Pledged Stock
pursuant to Section 10, and if in the opinion of the Administrative Agent it is
necessary or advisable to have the Pledged Stock, or that portion thereof to


                                       7
<PAGE>
be sold, registered under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), the Pledgor will cause the Company to (i)
execute and deliver, and cause the directors and officers of the Company to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Administrative Agent,
necessary or advisable to register the Pledged Stock, or that portion thereof to
be sold, under the provisions of the Securities Act, (ii) use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of 90 days from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus that, in the
opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. The
Pledgor agrees to cause the Company to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions that the
Administrative Agent shall reasonably designate and to make available to its
security holders, as soon as practicable, an earnings statement (which need not
be audited) that will satisfy the provisions of Section 11(a) of the Securities
Act.

     (b) The Pledgor recognizes that the Administrative Agent may be unable to
effect a public sale of any or all of the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers that will be obliged to agree, among
other things, to acquire such securities for their own account for investment
and not with a view to the distribution or resale thereof. The Pledgor
acknowledges and agrees that any such private sale may result in prices and
other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale conducted
in a manner that the Administrative Agent in good faith believes to be
commercially reasonable under the circumstances shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be
under no obligation to delay the sale of any of the Pledged Stock for the period
of time necessary to permit the Company to register such securities for public
sale under the Securities Act, or under applicable state securities laws, even
if the Company would agree to do so.

     (c) The Pledgor further agrees to use its best efforts to do or cause to be
done all such other acts as may be necessary to make such sale or sales of all
or any portion of the Pledged Stock, pursuant to this Section 11 valid and
binding and in compliance with any and all other applicable Requirements of Law.
The Pledgor further agrees that a breach of any of the covenants contained in
this Section 11 will cause irreparable injury to the Administrative Agent and
the Lenders, that the Administrative Agent and the Lenders have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section 11 shall be specifically enforceable
against the Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants.

     12. No Subrogation. Notwithstanding any payment or payments made by the
Pledgor hereunder, or any setoff or application of funds of the Pledgor by any
Lender, or the receipt of any amounts by the Administrative Agent or any Lender
with respect to any of the Collateral, the Pledgor shall not be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Company or any other obligor or against any other collateral
security held by the Administrative Agent or any Lender for the payment of the
Obligations, nor shall the Pledgor seek any reimbursement from the Company or
any other obligor in respect of payments made by the Pledgor in connection with
the Collateral, or amounts realized by the Administrative Agent or any Lender in
connection with the Collateral, and any such rights of subrogation and
reimbursement of the Pledgor are hereby waived until all amounts owing to the
Administrative Agent and the Lenders


                                       8
<PAGE>
on account of the Obligations are paid in full in cash and the Term Loan
Commitments are terminated.

     13. Amendments, etc. with Respect to the Obligations. The Pledgor shall
remain obligated hereunder, and the Collateral shall remain subject to the Lien
granted hereby, notwithstanding that, without any reservation of rights against
the Pledgor, and without notice to or further assent by the Pledgor, any demand
for payment of any of the Obligations made by the Administrative Agent or any
Lender may be rescinded by the Administrative Agent or such Lender, and any of
the Obligations continued, and the Obligations, or the liability of the Company
or any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered, or released by the Administrative Agent or any
Lender, and the Credit Agreement, the Term Loan Notes, the Security Documents,
the other Credit Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Lenders (or the Required Lenders, as the case may be)
may deem advisable from time to time, and any guarantee, right of offset or
other collateral security at any time held by the Administrative Agent or any
Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. None of the Administrative Agent and the Lenders shall
have any obligation to protect, secure, perfect or insure any other Lien at any
time held by it as security for the Obligations or any property subject thereto.
The Pledgor waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon this Pledge Agreement; the Obligations,
and any of them shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Pledge Agreement; and all dealings between the
Company and the Pledgor, on the one hand, and the Administrative Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon this Pledge Agreement. The Pledgor waives
diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Company, the Pledgor or any other obligor with respect
to the Obligations.

     14. Limitation on Duties Regarding Collateral. The Administrative Agent's
sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Administrative Agent deals
with similar securities and property for its own account. None of the
Administrative Agent, any Lender nor any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgor or otherwise.

     15. Powers Coupled with an Interest. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled with
an interest.

     16. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     17. Section Headings. The section headings used in this Pledge Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


                                       9
<PAGE>
     18. No Waiver; Cumulative Remedies. Neither the Administrative Agent nor
any Lender shall by any act (except by a written instrument pursuant to Section
19 hereof) be deemed to have waived any right or remedy hereunder or to have
acquiesced in any default of any obligation under any Credit Document or in any
breach of any of the terms and conditions hereof or thereof. No failure to
exercise, nor any delay in exercising, on the part of the Administrative Agent
or any Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or such
Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.

     19. Intention: Waivers and Amendments; Successors and Assigns; Governing
Law. This Pledge Agreement represents the entire agreement of the Pledgor with
respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein or in the other Credit Documents.
None of the terms or provisions of this Pledge Agreement may be amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Administrative Agent, provided that any provision of this
Pledge Agreement may be waived by the Administrative Agent in a letter or
agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Administrative Agent and the Lenders and their respective
successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     20. Notices. Notices by the Administrative Agent to the Pledgor or the
Company may be given by mail or by facsimile transmission, addressed or
transmitted to the Pledgor or the Company at the Company's address or
transmission number set forth in subsection 12.2 of the Credit Agreement in the
case of the Company and on Schedule II hereto in the case of the Pledgor and
shall be effective (a) in the case of mail, three days after deposit in the
postal system, first class postage pre-paid, and (b) in the case of facsimile
notices, when sent. The Pledgor and the Company may change their respective
addresses and transmission numbers by written notice to the Administrative
Agent.

     21. Counterparts. This Pledge Agreement may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

     22. Irrevocable Authorization and Instruction to Company. The Pledgor
hereby authorizes and instructs the Company to comply with any instruction
received by it from the Administrative Agent in writing that (a) states that an
Event of Default has occurred and is continuing and (b) is otherwise in
accordance with the terms of this Pledge Agreement, without any other or further
instructions from the Pledgor, and the Pledgor agrees that the Company shall be
fully protected in so complying.

     23. Authority of Administrative Agent. The Pledgor acknowledges that the
rights and responsibilities of the Administrative Agent under this Pledge
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Administrative Agent and the Lenders, be governed by the Credit Agreement and
the Intercreditor Agreement and by such other agreements with respect thereto as
may exist from time to time among them, but, as between the Administrative Agent
and the Pledgor, the Administrative Agent shall be conclusively presumed to be
acting as agent for the Lenders


                                       10
<PAGE>
with full and valid authority so to act or refrain from acting, and neither the
Pledgor, the Company nor any other obligor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

     24. Termination. This Pledge Agreement shall terminate when all the
Obligations have been fully paid and performed and the Term Loan Commitments
terminated. Upon such termination, the Administrative Agent shall on its behalf
and on behalf of the Lenders reassign and redeliver (or cause to be reassigned
and redelivered) to the Pledgor, or to such person or persons as the Pledgor
shall designate or to whomever may be lawfully entitled to receive such surplus,
against receipt, such of the Collateral (if any) as shall not have been sold or
otherwise applied by the Administrative Agent pursuant to the terms hereof and
shall still be held by it hereunder, together with appropriate instruments of
reassignment and release. Any such reassignment shall be without recourse upon
or warranty by the Administrative Agent (other than a warranty that the
Administrative Agent has not assigned its rights and interests hereunder to any
other Person) and at the sole cost and expense of the Pledgor.


                                       11
<PAGE>
     IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement to be
duly executed and delivered as of the date first above written.

                                        WERNER HOLDING CO. (PA), INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        CREDIT SUISSE FIRST BOSTON,
                                        acting through its Cayman Islands
                                        branch, as Administrative Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       12
<PAGE>
                           ACKNOWLEDGEMENT AND CONSENT

     The Company referred to in the foregoing Pledge Agreement hereby
acknowledges receipt of a copy thereof and agrees to be bound thereby and to
comply with the terms thereof insofar as such terms are applicable to it. The
Company agrees to notify the Administrative Agent promptly in writing of the
occurrence of any of the events described in Section 6(a) of the Pledge
Agreement. The Company further agrees that the terms of Section 11(c) of the
Pledge Agreement shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it under or pursuant to or arising out of
Section 11 of the Pledge Agreement.

                                        WERNER HOLDING CO. (DE), INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
                                                                      SCHEDULE I
                                                       Holdings Pledge Agreement

                          DESCRIPTION OF PLEDGED STOCK

<TABLE>
<CAPTION>
                                  Class         Stock        No. of
Issuer                          of Stock   Certificate No.   Shares
------                          --------   ---------------   ------
<S>                             <C>        <C>               <C>
Werner Holding Co. (DE), Inc.    Common           2           1,000
</TABLE>
<PAGE>
                                                                     SCHEDULE II
                                                       Holdings Pledge Agreement

                               ADDRESS OF PLEDGOR

          Werner Holding Co. (PA), Inc.
          93 Werner Road
          Greenville, Pennsylvania 16125
          Attention: Eric J. Werner, Esq.
          Telecopy: (724) 588-0618

          With a copy to:

          Gibson, Dunn & Crutcher LLP
          200 Park Avenue
          New York, New York 10166
          Attention: Janet Vance, Esq.
          Telecopy: (212) 351-4035
<PAGE>
                                                                       EXHIBIT I
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                     FORM OF
                        SUBSECTION 5.11(d)(2) CERTIFICATE

          Reference is hereby made to the Credit Agreement, dated as of May 10,
2005 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Werner Holding Co.
(DE), Inc., a Delaware corporation (the "Borrower"), the several lenders from
time to time parties thereto (the "Lenders"), Credit Suisse First Boston, acting
through its Cayman Islands branch ("CSFB"), as joint bookrunner and joint lead
arranger, Morgan Stanley Senior Funding, Inc., as joint bookrunner and joint
lead arranger, and CSFB, as administrative agent for the Lenders. Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Credit Agreement. Pursuant to the provisions of subsection 5.11(d)(2) of
the Credit Agreement, _________ (the "Non-U.S. Lender") hereby represents and
warrants to Borrower and the Administrative Agent that:

          (a) the Non-U.S. Lender is not a "bank" as such term is used in
     Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
     "Code");

          (b) the Non-U.S. Lender is not subject to regulatory or other legal
     requirements as a bank in any jurisdiction;

          (c) the Non-U.S. Lender has not been treated as a bank for purposes of
     any tax, securities law or other filing or submission made to any
     Governmental Authority, any application made to a rating agency or
     qualification for any exemption from tax, securities law or other legal
     requirements;

          (d) the Non-U.S. Lender is the sole record and beneficial owner of the
     [Term Loan Note(s)] in respect of which it is providing this certificate;

          (e) the Non-U.S. Lender is not a 10-percent shareholder of Borrower
     within the meaning of Section 881(c)(3)(B) of the Code;

          (f) the Non-U.S. Lender is not a controlled foreign corporation
     receiving interest from a related person within the meaning of Section
     881(c)(3)(C) of the Code; and

          (g) the Non-U.S. Lender will promptly notify Borrower and
     Administrative Agent if any of the representations and warranties made
     herein are no longer true and correct.
<PAGE>
                                        NAME OF INSTITUTION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                        2
<PAGE>
                                                                     EXHIBIT K-1
                                                                          TO THE
                                                                CREDIT AGREEMENT

                      FORM OF HOLDINGS CLOSING CERTIFICATE

     Pursuant to subsection 7.1(m) of the Credit Agreement dated as of May 10,
2005 (the "Credit Agreement"; terms defined therein being used herein as therein
defined), among Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Borrower"), the several lenders from time to time parties thereto (the
"Lenders"), Credit Suisse First Boston, acting through its Cayman Islands branch
("CSFB"), as joint bookrunner and joint lead arranger, Morgan Stanley Senior
Funding, Inc., as joint bookrunner and joint lead arranger, and CSFB, as
administrative agent (together with its successors in such capacity, the
"Administrative Agent") for the Lenders, the undersigned, Larry V. Friend, Vice
President, Chief Financial Officer and Treasurer of Werner Holding Co. (PA),
Inc., a Pennsylvania corporation (the "Company"), hereby certifies, solely in
his capacity as an officer of the Company and not in his personal capacity, as
follows:

     1. I am the duly elected and qualified Vice President, Chief Financial
Officer and Treasurer of the Company and [Eric J. Werner] is the duly elected
and qualified [Vice President, General Counsel and Secretary] of the Company and
the signature set forth on the signature line for such officer is such officer's
true and genuine signature.

     2. The representations and warranties of the Company set forth in each of
the Credit Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of the Company pursuant to any of the
Credit Documents to which it is a party are true and correct in all material
respects on and as of the date hereof.

     3. On the date hereof, no Default or Event of Default has occurred and is
continuing or would result from the incurrence of Terms Loans on the date hereof
or from the application of the proceeds thereof.

     The undersigned, [Eric J. Werner], the [Vice President, General Counsel and
Secretary] of the Company hereby certifies, solely in his capacity as an officer
of the Company and not in his personal capacity, as follows:

     1. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company.

     2. On the date hereof, no injunction or other restraining order has been
issued and no hearing to cause an injunction or other restraining order to be
issued is, to my knowledge, pending or noticed with respect to any action, suit
or proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the borrowing contemplated
by the Credit Agreement.

     3. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its organization.

     4. Attached hereto as Annex 1 is a true and complete copy of resolutions
duly adopted by the Board of Directors of the Company on [_______], 2005; such
resolutions have not in any way been amended, restated, modified, revoked or
rescinded, have been in full force
<PAGE>
and effect since their adoption to and including the date hereof and are now in
full force and effect and are the only corporate proceedings of the Company now
in force relating to or affecting the matters referred to therein.

     5. Attached hereto as Annex 2 is a true and complete copy of the Bylaws of
the Company as in effect on the date hereof.

     6. Attached hereto as Annex 3 is a true and complete copy of the Articles
of Incorporation of the Company, as amended, as in effect on the date hereof.

     7. The individuals named on Annex 4 are duly elected and qualified officers
of the Company, and each holds the offices of the Company set forth opposite his
or her name. The signature written opposite the name and title of each such
officer is his or her true and genuine signature, and each of such officers is
duly authorized to execute and deliver on behalf of the Company each of the
Credit Documents to which it is a party and any certificate or other document to
be delivered by the Company pursuant to the Credit Documents to which it is a
party.

                  [Remainder of page intentionally left blank]


                                        2
<PAGE>
     IN WITNESS WHEREOF, the undersigned have hereunto set out their names as of
the date first written above.


By:                                      By:
    ----------------------------------       -----------------------------------
Name: Larry V. Friend                    Name: Eric J. Werner
Title: Vice President, Chief Financial   Title: Vice President, General Counsel
       Officer and Treasurer                    and Secretary


                                        3
<PAGE>
                                                                         ANNEX 1

                                   RESOLUTIONS
<PAGE>
                                                                         ANNEX 2

                                     BYLAWS
<PAGE>
                                                                         ANNEX 3

                            ARTICLES OF INCORPORATION
<PAGE>
                                                                         ANNEX 4

                                    OFFICERS

<TABLE>
<CAPTION>
       Name                      Office                        Signature
       ----                      ------                        ---------
<S>                 <C>                                <C>


[Larry V. Friend]   [Vice President, Chief Financial
                         Officer and Treasurer]        -------------------------


[Eric J. Werner]    [Vice President, General Counsel
                             and Secretary]            -------------------------
</TABLE>
<PAGE>
                                                                     EXHIBIT K-2
                                                                          TO THE
                                                                CREDIT AGREEMENT

                       FORM OF COMPANY CLOSING CERTIFICATE

     Pursuant to subsection 7.1(m) of the Credit Agreement dated as of May 10,
2005 (the "Credit Agreement"; terms defined therein being used herein as therein
defined), among Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Borrower"), the several lenders from time to time parties thereto (the
"Lenders"), Credit Suisse First Boston, acting through its Cayman Islands branch
("CSFB"), as joint bookrunner and joint lead arranger, Morgan Stanley Senior
Funding, Inc., as joint bookrunner and joint lead arranger, and CSFB, as
administrative agent (together with its successors in such capacity, the
"Administrative Agent") for the Lenders, the undersigned, Larry V. Friend, Vice
President, Chief Financial Officer and Treasurer of the Borrower, hereby
certifies, solely in his capacity as an officer of the Borrower and not in his
personal capacity, as follows:

     1. I am the duly elected and qualified Vice President, Chief Financial
Officer and Treasurer of the Borrower and [Eric J. Werner] is the duly elected
and qualified [Vice President, General Counsel and Secretary] of the Borrower
and the signature set forth on the signature line for such officer is such
officer's true and genuine signature.

     2. The representations and warranties of the Borrower set forth in each of
the Credit Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of the Borrower pursuant to any of the
Credit Documents to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof.

     3. On the date hereof, no Default or Event of Default has occurred and is
continuing as of the date hereof or after giving effect to the Loans to be made
and any Letters of Credit to be issued, on the date hereof.

     The undersigned, [Eric J. Werner], the [Vice President, General Counsel and
Secretary] of the Borrower certifies, solely in his capacity as an officer of
the Borrower and not in his personal capacity, as follows:

     1. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Borrower, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Borrower.

     2. On the date hereof, no injunction or other restraining order has been
issued and no hearing to cause an injunction or other restraining order to be
issued is, to my knowledge, pending or noticed with respect to any action, suit
or proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the borrowing contemplated
by the Credit Agreement.

     3. The Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its organization.

     4. Attached hereto as Annex 1 is a true and complete copy of resolutions
duly adopted by the Board of Directors of the Borrower on [______], 2005; such
resolutions have
<PAGE>
not in any way been amended, restated, modified, revoked or rescinded, have been
in full force and effect since their adoption to and including the date hereof
and are now in full force and effect and are the only corporate proceedings of
the Borrower now in force relating to or affecting the matters referred to
therein.

     5. Attached hereto as Annex 2 is a true and complete copy of the Bylaws of
the Borrower as in effect on the date hereof.

     6. Attached hereto as Annex 3 is a true and complete copy of the
Certificate of Incorporation, as amended, of the Borrower as in effect on the
date hereof.

     7. The individuals named on Annex 4 are duly elected and qualified officers
of the Borrower, and each holds the offices of the Borrower set forth opposite
his or her name. The signature written opposite the name and title of each such
officer is his or her true and genuine signature, and each of such officers is
duly authorized to execute and deliver on behalf of the Borrower each of the
Credit Documents to which it is a party and any certificate or other document to
be delivered by the Company pursuant to the Credit Documents to which it is a
party.

     8. Attached as Annex 5 hereto are true and complete copies of (i) the
Credit Agreement, dated as of June 11, 2003, among the Borrower, the several
lenders from time to time parties thereto, Citigroup Global Markets Inc., as
syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities,
Inc., as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, as
administrative agent for the lenders thereto, together with all amendments,
supplements or other modifications thereto, as in effect on the date hereof;
(ii) [DESCRIBE RECEIVABLES FACILITY DOCUMENTATION], together with all
amendments, supplements or other modifications thereto, as in effect on the date
hereof; and (iii) the Indenture, dated as of November 24, 1997, among the
Company, the initial guarantors party thereto and The Bank of New York (as
successor to IBJ Schroder Bank & Trust Company), together with all amendments,
supplements or other modifications thereto, as in effect on the date hereof.

                  [Remainder of page intentionally left blank]


                                        2
<PAGE>
     IN WITNESS WHEREOF, the undersigned have hereunto set out their names as of
the date first written above.


By:                                      By:
    ----------------------------------       -----------------------------------
Name: Larry V. Friend                    Name: Eric J. Werner
Title: Vice President, Chief Financial   Title: Vice President, General Counsel
       Officer and Treasurer                    and Secretary


                                        3
<PAGE>
                                                                         ANNEX 1

                                   RESOLUTIONS
<PAGE>
                                                                         ANNEX 2

                                     BYLAWS
<PAGE>
                                                                         ANNEX 3

                          CERTIFICATE OF INCORPORATION
<PAGE>
                                                                         ANNEX 4

                                    OFFICERS

<TABLE>
<CAPTION>
      Name                      Office                         Signature
      ----                      ------                         ---------
<S>                <C>                                <C>


 Larry V. Friend   Vice President, Chief Financial
                         Officer and Treasurer        --------------------------


[Eric J. Werner]   [Vice President, General Counsel
                            and Secretary]            --------------------------
</TABLE>
<PAGE>
                                                                         ANNEX 5

                          FIRST LIEN CREDIT AGREEMENT;
                             [RECEIVABLES FACILITY];
                                    INDENTURE
<PAGE>
                                                                     EXHIBIT K-3
                                                                          TO THE
                                                                CREDIT AGREEMENT

                     FORM OF SUBSIDIARY CLOSING CERTIFICATE

          Pursuant to subsection 7.1(m) of the Credit Agreement dated as of May
10, 2005 (the "Credit Agreement"; terms defined therein being used herein as
therein defined), among Werner Holding Co. (DE), Inc., a Delaware corporation
(the "Borrower"), the several lenders from time to time parties thereto (the
"Lenders"), Credit Suisse First Boston, acting through its Cayman Islands branch
("CSFB"), as joint bookrunner and joint lead arranger, Morgan Stanley Senior
Funding, Inc., as joint bookrunner and joint lead arranger, and CSFB, as
administrative agent (together with its successors in such capacity, the
"Administrative Agent") for the Lenders, the undersigned [name] of [title], a
[state]corporation (the "Company"), hereby certifies, solely in his capacity as
an officer of the Company and not in his personal capacity, as follows:

     1. I am the duly elected and qualified Chief Financial Officer of the
Company and [Name of Officer] is the duly elected and qualified Secretary of the
Company and the signature set forth on the signature line for such officer is
such officer's true and genuine signature.

     2. The representations and warranties of the Company set forth in each of
the Credit Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of the Company pursuant to any of the
Credit Documents to which it is a party are true and correct in all material
respects on and as of the date hereof.

     3. On the date hereof, no Default or Event of Default has occurred and is
continuing or would result from the incurrence of Terms Loans on the date hereof
or from the application of the proceeds thereof.

     The undersigned, [Name], the Secretary of the Company hereby certifies,
solely in his capacity as an officer of the Company and not in his personal
capacity, as follows:

     1. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company.

     2. On the date hereof, no injunction or other restraining order has been
issued and no hearing to cause an injunction or other restraining order to be
issued is, to my knowledge, pending or noticed with respect to any action, suit
or proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the borrowing contemplated
by the Credit Agreement.

     3. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its organization.

     4. Attached hereto as Annex 1 is a true and complete copy of resolutions
duly adopted by the Board of Directors of the Company on [_________], 2005; such
resolutions have not in any way been amended, restated, modified, revoked or
rescinded, have been in full force and effect since their adoption to and
including the date hereof and are now in full force and
<PAGE>
effect and are the only corporate proceedings of the Company now in force
relating to or affecting the matters referred to therein.

     5. Attached hereto as Annex 2 is a true and complete copy of the Bylaws of
the Company as in effect on the date hereof.

     6. Attached hereto as Annex 3 is a true and complete copy of the
[Articles/Certificate] of Incorporation of the Company as in effect on the date
hereof.

     7. The individuals named on Annex 4 are duly elected and qualified officers
of the Company, and each holds the offices of the Company set forth opposite his
or her name. The signature written opposite the name and title of each such
officer is his or her true and genuine signature, and each of such officers is
duly authorized to execute and deliver on behalf of the Company each of the
Credit Documents to which it is a party and any certificate or other document to
be delivered by the Company pursuant to the Credit Documents to which it is a
party.

                  [Remainder of page intentionally left blank]


                                       2
<PAGE>
     IN WITNESS WHEREOF, the undersigned have hereunto set out their names as of
the date first written above.


-------------------------------------   ----------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title: [Chief Financial Officer]        Title: [Secretary]


                                       3
<PAGE>
                                                                         ANNEX 1

                                   RESOLUTIONS
<PAGE>
                                                                         ANNEX 2

                                     BYLAWS
<PAGE>
                                                                         ANNEX 3

                     [ARTICLES/CERTIFICATE] OF INCORPORATION
<PAGE>
                                                                         ANNEX 4

                                    OFFICERS

<TABLE>
<CAPTION>
Name             Office                  Signature
----             ------                  ---------
<S>    <C>                         <C>


[__]   [Chief Financial Officer]
                                   --------------------


[__]          [Secretary]
                                   --------------------
</TABLE>
<PAGE>
After recording please return to:                                      EXHIBIT L

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue                                       [to be conformed to
Los Angeles, California 90071                       state specific requirements]
Attention: Brandi Ehlers

--------------------------------------------------------------------------------

          MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
                               AND FIXTURE FILING

                                     made by

                                   WERNER CO.,
                                   Mortgagor,

                                       to

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands branch,
                            as Administrative Agent,
                              as Joint Bookrunner,
                             as Joint Lead Arranger,
                                    Mortgagee

                            Dated as of May __, 2005

--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Background...............................................................     1

Granting Clauses.........................................................     2

Terms and Conditions.....................................................     4
   1.    Valid Title and Debt............................................     4
   2.    Payment of Obligations..........................................     4
   3.    Requirements....................................................     4
   4.    Payment of Taxes and Other Impositions..........................     4
   5.    Insurance.......................................................     5
   6.    Restrictions on Liens and Encumbrances..........................     6
   7.    Due on Sale and Other Transfer Restrictions.....................     6
   8.    Condemnation/Eminent Domain.....................................     6
   9.    Leases..........................................................     6
   10.   Further Assurances..............................................     6
   11.   Mortgagee's Right to Perform....................................     6
   12.   Events of Default...............................................     7
   13.   Remedies........................................................     7
   14.   Right of Mortgagee to Credit Sale...............................     8
   15.   Appointment of Receiver.........................................     8
   16.   Extension, Release, etc.........................................     9
   17.   Security Agreement under Uniform Commercial Code................     9
   18.   Assignment of Rents.............................................    10
   19.   Additional Rights...............................................    10
   20.   Notices.........................................................    11
   21.   No Oral Modification............................................    11
   22.   Partial Invalidity..............................................    11
   23.   Mortgagor's Waiver of Rights....................................    11
   24.   Remedies Not Exclusive..........................................    12
   25.   Multiple Security...............................................    12
   26.   Successors and Assigns..........................................    13
   27.   No Waivers, etc.................................................    14
   28.   Governing Law, etc..............................................    14
   29.   Certain Definitions.............................................    14
   30.   Last Dollars Secured; Priority..................................    14
   31.   Release.........................................................    14
   32.   Date of Mortgage................................................    15
</TABLE>
<PAGE>
                          MORTGAGE, SECURITY AGREEMENT,
               ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING

          THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND
FIXTURE FILING, dated as of May [___], 2005 is made by Werner Co., a
Pennsylvania corporation ("Mortgagor"), whose address is c/o Werner Holding Co.
(PA), Inc., 93 Werner Road, Greenville, Pennsylvania 16125, to Credit Suisse
First Boston, as Administrative Agent (in such capacity, "Mortgagee").
References to this "Mortgage" shall mean this instrument and any and all
renewals, modifications, amendments, supplements, extensions, consolidations,
substitutions, spreaders and replacements of this instrument.

                                   Background

          A. Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties thereto, J.P. Morgan Securities, Inc. and Citigroup Global
Markets Inc., as joint arrangers and joint bookrunners, Citigroup Global Markets
Inc., as syndication agent, and JP Morgan Chase Bank, as Administrative Agent,
entered into that certain Credit Agreement, dated as of June 11, 2003 (as
amended, supplemented or otherwise modified from time to time, the "First Lien
Credit Agreement").

          B. The Borrower, the several banks and other financial institutions or
entities from time to time parties thereto (the "Lenders"), Credit Suisse First
Boston and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and
joint bookrunners, Credit Suisse First Boston, as administrative agent, and
Mortgagee, are parties to that certain Credit Agreement, dated as of May 10,
2005 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"). The terms of the Credit Agreement are incorporated by
reference in this Mortgage as if the terms thereof were fully set forth herein.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Credit Agreement. References in this Mortgage to the "Default
Rate" shall mean the interest rate applicable pursuant to Section 5.5(c) of the
Credit Agreement.

          C. Pursuant to the Credit Agreement, the Lenders have severally agreed
to make extensions of credit to the Borrowers upon the terms and subject to the
conditions set forth therein.

          D. Borrower is a member of an affiliated group of companies that
includes Mortgagor.]

          E. The proceeds of the extensions of credit under the Credit Agreement
will be used in part to enable the Borrower to make valuable transfers to
Mortgagor in connection with the operation of its business.

          F. Borrower and the Mortgagor are engaged in related businesses, and
Mortgagor will derive substantial direct and indirect benefit from the
extensions of credit under the Credit Agreement.
<PAGE>
                                                                               2


          G. Mortgagor is (i) the owner of the fee simple estate in the
parcel(s) of real property described on Schedule A attached hereto (the "Owned
Land") and (ii) owns, leases or otherwise has the right to use all of the
buildings, improvements, structures, and fixtures now or subsequently located on
the Land (the "Improvements"; the Land and the Improvements being collectively
referred to as the "Real Estate").

          H. It is a condition precedent to the obligation of the Lenders to
make their respective extensions of credit to the Borrower under the Credit
Agreement that the Mortgagor shall have executed and delivered this Mortgage to
the Mortgagee for the ratable benefit of the Secured Parties. References herein
to the "Secured Parties" shall mean the collective reference to Mortgagee, and
their respective successors, indorsees, transferees and assigns.

                                Granting Clauses

          For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Mortgagor agrees that to secure the payment of
the aggregate principal amount of all obligations and liabilities of Mortgagor
which may arise under or in connection with the Subsidiary Guarantee, the Credit
Agreement, or any other Credit Document to which Mortgagor is a party
(collectively, the "Obligations"), MORTGAGOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS AND TRANSFERS TO
MORTGAGEE:

          (a) All right, title and interest of the Mortgagor in the Owned Land;

          (b) all right, title and interest Mortgagor now has or may hereafter
     acquire in and to the Improvements or any part thereof (whether owned in
     fee by Mortgagor or held pursuant to the Mortgaged Lease or otherwise) and
     all the estate, right, title, claim or demand whatsoever of Mortgagor, in
     possession or expectancy, in and to the Real Estate or any part thereof;

          (c) all right, title and interest of Mortgagor in, to and under all
     easements, rights of way, licenses, operating agreements, abutting strips
     and gores of land, streets, ways, alleys, passages, sewer rights, waters,
     water courses, water and flowage rights, development rights, air rights,
     mineral and soil rights, plants, standing and fallen timber, and all
     estates, rights, titles, interests, privileges, licenses, tenements,
     hereditaments and appurtenances belonging, relating or appertaining to the
     Real Estate, and any reversions, remainders, rents, issues, profits and
     revenue thereof and all land lying in the bed of any street, road or
     avenue, in front of or adjoining the Real Estate to the center line
     thereof;

          (d) all right, title and interest of the Mortgagor in the fixtures,
     chattels, business machines, machinery, apparatus, equipment, furnishings,
     fittings, appliances and articles of personal property of every kind and
     nature whatsoever, and all appurtenances and additions thereto and
     substitutions or replacements thereof (together with, in each case,
     attachments, components, parts and accessories) currently owned or
     subsequently acquired by Mortgagor and now or subsequently attached to, or
     contained in or used or usable in any way in connection with any operation
     or letting of the Real Estate, including but without limiting the
     generality of the foregoing, all screens, awnings, shades, blinds,
     curtains, draperies, artwork, carpets, rugs, storm doors and windows,
<PAGE>
                                                                               3


     furniture and furnishings, heating, electrical, and mechanical equipment,
     lighting, switchboards, plumbing, ventilating, air conditioning and
     air-cooling apparatus, refrigerating, and incinerating equipment,
     escalators, elevators, loading and unloading equipment and systems, stoves,
     ranges, laundry equipment, cleaning systems (including window cleaning
     apparatus), telephones, communication systems (including satellite dishes
     and antennae), televisions, computers, sprinkler systems and other fire
     prevention and extinguishing apparatus and materials, security systems,
     motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
     fittings and fixtures of every kind and description (all of the foregoing
     in this paragraph (e) being referred to as the "Equipment");

          (e) all right, title and interest of Mortgagor in and to all
     substitutes and replacements of, and all additions and improvements to, the
     Real Estate and the Equipment, subsequently acquired by or released to
     Mortgagor or constructed, assembled or placed by Mortgagor on the Real
     Estate, immediately upon such acquisition, release, construction,
     assembling or placement, including, without limitation, any and all
     building materials whether stored at the Real Estate or offsite, and, in
     each such case, without any further deed, conveyance, assignment or other
     act by Mortgagor;

          (f) all right, title and interest of Mortgagor, if any, in, to and
     under all leases, subleases, underlettings, concession agreements,
     management agreements, licenses and other agreements relating to the use or
     occupancy of the Real Estate or the Equipment or any part thereof, now
     existing or subsequently entered into by Mortgagor and whether written or
     oral and all guarantees of any of the foregoing (collectively, as any of
     the foregoing may be amended, restated, extended, renewed or modified from
     time to time, the "Leases"), and all rights of Mortgagor in respect of cash
     and securities deposited thereunder and the right to receive and collect
     the revenues, income, rents, issues and profits thereof, together with all
     other rents, royalties, issues, profits, revenue, income and other benefits
     arising from the use and enjoyment of the Mortgaged Property (as defined
     below) (collectively, the "Rents");

          (g) subject to the terms of the Credit Agreement, all unearned
     premiums under insurance policies now or subsequently obtained by Mortgagor
     relating to the Real Estate or Equipment and Mortgagor's interest in and to
     all proceeds of any such insurance policies (including title insurance
     policies) including the right to collect and receive such proceeds, subject
     to the provisions relating to insurance generally set forth below; and all
     awards and other compensation, including the interest payable thereon and
     the right to collect and receive the same, made to the present or any
     subsequent owner of the Real Estate or Equipment for the taking by eminent
     domain, condemnation or otherwise, of all or any part of the Real Estate or
     any easement or other right therein; and

          (h) all proceeds, both cash and noncash, of the foregoing;

          (All of the foregoing property and rights and interests now owned or
held or subsequently acquired by Mortgagor and described in the foregoing
clauses (a) through (d) are collectively referred to as the "Premises", and
those described in the foregoing clauses (a) through (j) are collectively
referred to as the "Mortgaged Property").
<PAGE>
                                                                               4


          TO HAVE AND TO HOLD the Mortgaged Property, together with all the
rights, privileges and appurtenances thereunto belonging, unto the Mortgagee,
its successors and assigns forever.

          PROVIDED HOWEVER, that these presents are upon the condition that, if
the Mortgagor shall pay or cause to be paid to the Mortgagee the principal and
interest payable in respect to the Credit Agreement and all instruments executed
pursuant thereto, and any extensions, renewals, modifications and refinancings
of same, at the times and in the manner stipulated therein and herein, all
without any deduction or credit for taxes or other similar charges paid by the
Mortgagor, and shall pay all charges incurred herein by Mortgagee on account of
Mortgagor, including, but not limited to, attorneys' fees, and shall pay any and
all other indebtedness of Mortgagor to Mortgagee, and shall keep, perform, and
observe all and singular the covenants, conditions and agreements in this
Mortgage, the Credit Agreement, and all Credit Documents and in the other
indebtedness instruments expressed to be kept, performed, and observed by or on
the part of the Mortgagor, all without fraud or delay, then this Mortgage, and
all the properties, interest and rights hereby granted, bargained, sold and
conveyed shall cease, terminate and be void, but shall otherwise remain in full
force and effect.

                              Terms and Conditions

          Mortgagor further represents, warrants, covenants and agrees with
Mortgagee and the Secured Parties as follows:

     1. Valid Title and Debt. The Mortgagor is lawfully seized in fee simple of
the Real Estate and is the lawful owner of, and has good title to, the remainder
of the Mortgaged Property, and the Mortgagor has good right to mortgage, assign
and grant a security interest in the Mortgaged Property as aforesaid; (b) the
Mortgaged Property is free of all liens other than Permitted Liens approved by
Mortgagee; (c) the Mortgagor has full power to encumber, assign and convey the
Mortgaged Property as provided herein; (d) this Mortgage is and will remain a
valid and enforceable first priority mortgage lien on, and security interest in,
the Mortgaged Property, subject only to such Permitted Liens approved by
Mortgagee; and (e) the Mortgagor shall forever warrant and defend the title to
the Mortgaged Property unto the Mortgagee against the lawful claims of all
persons whomsoever.

     2. Payment of Obligations. Mortgagor shall pay and perform the Obligations
at the times and places and in the manner specified in the Credit Documents.

     3. Requirements. Mortgagor shall promptly comply with all covenants,
restrictions and conditions now or later of record which may be applicable to
any of the Mortgaged Property, or to the use, manner of use, occupancy,
possession, operation, maintenance, alteration, repair or reconstruction of any
of the Mortgaged Property, except where a failure to do so could not reasonably
be expected to have a material adverse effect (considered both individually and
together with other such failures) on (i) the current business, operations or
condition (financial or otherwise) of the Mortgagor, (ii) the current use of the
Mortgaged Property or (iii) the value of the Mortgaged Property (assuming its
current use).

     4. Payment of Taxes and Other Impositions. (a) Except as may be otherwise
provided in the Credit Agreement, promptly when due or prior to the date on
which any fine,
<PAGE>
                                                                               5


penalty, interest or cost may be added thereto or imposed, Mortgagor shall pay
and discharge all taxes, charges and assessments of every kind and nature, all
charges for any easement or agreement maintained for the benefit of any of the
Real Estate, all general and special assessments, levies, permits, inspection
and license fees, all water and sewer rents and charges, vault taxes and all
other public charges even if unforeseen or extraordinary, imposed upon or
assessed against or which may become a lien on any of the Real Estate, or
arising in respect of the occupancy, use or possession thereof, together with
any penalties or interest on any of the foregoing (all of the foregoing are
collectively referred to herein as the "Impositions"), except where (i) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, and (ii) the Mortgagor has set aside on its books adequate reserves
with respect thereto in accordance with GAAP. Upon request by Mortgagee,
Mortgagor shall deliver to Mortgagee evidence reasonably acceptable to Mortgagee
showing the payment of any such Imposition. If by law any Imposition, at
Mortgagor's option, may be paid in installments (whether or not interest shall
accrue on the unpaid balance of such Imposition), Mortgagor may elect to pay
such Imposition in such installments and shall be responsible for the payment of
such installments with interest, if any.

          (b) Nothing herein shall affect any right or remedy of Mortgagee under
this Mortgage or otherwise, without notice or demand to Mortgagor, to pay any
Imposition after the date such Imposition shall have become delinquent, and add
to the Obligations the amount so paid, together with interest from the time of
payment at the Default Rate. Any sums paid by Mortgagee in discharge of any
Impositions shall be (i) a lien on the Premises that is secured hereby prior to
any right or title to, interest in, or claim upon the Premises subordinate to
the lien of this Mortgage, and (ii) payable on demand by Mortgagor to Mortgagee
together with interest at the Default Rate as set forth above.

     5. Insurance. (a) If any portion of the Premises is located in an area
identified as a special flood hazard area by the Federal Emergency Management
Agency or other applicable agency, Mortgagor shall maintain or cause to be
maintained, flood insurance in an amount reasonably satisfactory to Mortgagee,
but in no event less than the maximum limit of coverage available under the
National Flood Insurance Act of 1968, as amended.

          (b) To the extent contemplated by the Credit Agreement, Mortgagor
promptly shall comply with and conform in all material respects to (i) all
provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Mortgagor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Mortgagor shall not use or permit the
use of the Mortgaged Property in any manner which would permit any insurer to
cancel any insurance policy or void coverage required to be maintained by this
Mortgage.

          (c) If Mortgagor is in default of its obligations to insure or deliver
any such prepaid policy or policies after any applicable notice or cure periods,
then Mortgagee, at its option upon 5 business days' notice to Mortgagor, may
effect such insurance from year to year at rates substantially similar to the
rate at which Mortgagor had insured the Premises, and pay the premium or
premiums therefor, and Mortgagor shall pay to Mortgagee on reasonable written
demand such premium or premiums so paid by Mortgagee with interest from the time
of payment at the Default Rate.
<PAGE>
                                                                               6


          (d) All insurance proceeds paid or payable in connection with any
damage or casualty to the Real Estate shall be deemed proceeds from a Recovery
Event and applied in the manner specified in the Credit Agreement.

          (e) In the event of foreclosure of this Mortgage or other transfer of
title to the Mortgaged Property, all right, title and interest of Mortgagor in
and to any insurance policies then in force shall pass to the purchaser or
grantee except to the extent that any insurance policy is a "blanket" or
"umbrella policy.

     6. Restrictions on Liens and Encumbrances. Except for the lien of this
Mortgage and the Permitted Liens and any Lien permitted by the Credit Documents,
Mortgagor shall not further mortgage, nor otherwise encumber the Mortgaged
Property nor create or suffer to exist any lien, charge or encumbrance on the
Mortgaged Property, or any part thereof, whether superior or subordinate to the
lien of this Mortgage and whether recourse or non-recourse.

     7. Due on Sale and Other Transfer Restrictions. Except as expressly
permitted under Section 9.5 of the Credit Agreement, or as otherwise permitted
by the Credit Documents, Mortgagor shall not sell, transfer, convey or assign
all or any portion of, or any interest in, the Mortgaged Property.

     8. Condemnation/Eminent Domain. Immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Mortgaged Property,
or any material portion thereof, Mortgagor will notify Mortgagee of the pendency
of such proceedings. All awards and proceeds relating to such condemnation shall
be deemed proceeds from a Recovery Event and applied in the manner specified in
the Credit Agreement.

     9. Leases. Except as expressly permitted under the Credit Agreement in
connection with the First Lien Credit Agreement, or as otherwise permitted by
the Credit Documents, Mortgagor shall not (a) execute an assignment or pledge of
any Lease relating to all or any portion of the Mortgaged Property other than in
favor of Mortgagee, or (b) execute or permit to exist any Lease of any of the
Mortgaged Property.

     10. Further Assurances. To further assure Mortgagee's rights under this
Mortgage, Mortgagor agrees promptly upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property and a separate assignment of each Lease in recordable form) as may be
reasonably required by Mortgagee to confirm the lien of this Mortgage and all
other rights or benefits conferred on Mortgagee by this Mortgage, provided,
however, that any such further assurances do not increase Mortgagor's
obligations or decrease Mortgagor's rights in any material respect under this
Mortgage.

     11. Mortgagee's Right to Perform. If Mortgagor fails to perform any of the
covenants or agreements of Mortgagor, within the applicable grace period, if
any, provided for in the Credit Agreement, Mortgagee, without waiving or
releasing Mortgagor from any obligation or default under this Mortgage, may, at
any time upon 5 business days' notice to Mortgagor (but shall be under no
obligation to) pay or perform the same, and the amount or cost thereof, with
interest at the Default Rate, shall immediately be due from Mortgagor to
Mortgagee and the same shall be secured by this Mortgage and shall be a lien on
the Mortgaged Property prior to any right, title
<PAGE>
                                                                               7


to, interest in, or claim upon the Mortgaged Property attaching subsequent to
the lien of this Mortgage. No payment or advance of money by Mortgagee under
this Section shall be deemed or construed to cure Mortgagor's default or waive
any right or remedy of Mortgagee.

     12. Events of Default. Subject to the Intercreditor Agreement, the
occurrence of an Event of Default under the Credit Agreement shall constitute an
Event of Default hereunder.

     13. Remedies. (a) [ADD LOCAL LAW PROVISIONS/CONFORM TO LOCAL LAW] Subject
to the Intercreditor Agreement, upon the occurrence and during the continuance
of any Event of Default, Mortgagee may immediately take such action, without
notice or demand, as it deems advisable to protect and enforce its rights
against Mortgagor and in and to the Mortgaged Property, including, but not
limited to, the following actions, each of which may be pursued concurrently or
otherwise, at such time and in such manner as Mortgagee may determine, in its
sole discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

               (i) Mortgagee may, to the extent permitted by applicable law, (A)
          institute and maintain an action of mortgage foreclosure against all
          or any part of the Mortgaged Property, (B) institute and maintain an
          action on the Credit Agreement, the Subsidiary Guarantee or any other
          Credit Document, (C) sell all or part of the Mortgaged Property
          (Mortgagor expressly granting to Mortgagee the power of sale), or (D)
          take such other action at law or in equity for the enforcement of this
          Mortgage or any of the Credit Documents as the law may allow.
          Mortgagee may proceed in any such action to final judgment and
          execution thereon for all sums due hereunder, together with interest
          thereon at the Default Rate and all costs of suit, including, without
          limitation, reasonable attorneys' fees and disbursements. Interest at
          the Default Rate shall be due on any judgment obtained by Mortgagee
          from the date of judgment until actual payment is made of the full
          amount of the judgment. Mortgagor agrees that in addition to all other
          rights of Mortgagee hereunder and without waiving or modifying any of
          its rights, Mortgagee may to the maximum extent permitted by law,
          foreclose and at its sole option utilize the provisions of any local
          statute, or its successor or any other statute which allows Mortgagee
          to obtain the Mortgaged Property by using a shortened redemption
          period; and

               (ii) Mortgagee may personally, or by its agents, attorneys and
          employees and without regard to the adequacy or inadequacy of the
          Mortgaged Property or any other collateral as security for the
          Obligations enter into and upon the Mortgaged Property and each and
          every part thereof and exclude Mortgagor and its agents and employees
          therefrom without liability for trespass, damage or otherwise
          (Mortgagor hereby agreeing to surrender possession of the Mortgaged
          Property to Mortgagee upon demand at any such time) and use, operate,
          manage, maintain and control the Mortgaged Property and every part
          thereof. Following such entry and taking of possession, Mortgagee
          shall be entitled, without limitation, (x) to lease all or any part or
          parts of the Mortgaged Property for such periods of time and upon such
          conditions as Mortgagee may, in its discretion, deem proper, (y) to
          enforce, cancel or modify any Lease and (z) generally to execute, do
          and perform any other act, deed, matter or thing concerning the
<PAGE>
                                                                               8


          Mortgaged Property as Mortgagee shall deem appropriate as fully as
          Mortgagor might do.

          (b) Subject to the Intercreditor Agreement, in case of a foreclosure
sale, the Real Estate may be sold, at Mortgagee's election, in one parcel or in
more than one parcel and Mortgagee is specifically empowered (without being
required to do so, and in its sole and absolute discretion) to cause successive
sales of portions of the Mortgaged Property to be held.

          (c) Subject to the Intercreditor Agreement, in the event of any breach
of any of the covenants, agreements, terms or conditions contained in this
Mortgage, Mortgagee shall be entitled to enjoin such breach and obtain specific
performance of any covenant, agreement, term or condition and Mortgagee shall
have the right to invoke any equitable right or remedy as though other remedies
were not provided for in this Mortgage.

          (d) Subject to the Intercreditor Agreement, it is agreed that if an
Event of Default shall occur and be continuing, any and all proceeds of the
Mortgaged Property received by Mortgagee shall be held by Mortgagee for the
benefit of the Secured Parties as collateral security for the Obligations
(whether matured or unmatured), and shall be applied in payment of the
Obligations in such order as Mortgagee may elect subject to Section 5.9 of the
Credit Agreement.

     14. Right of Mortgagee to Credit Sale. Subject to the Intercreditor
Agreement, upon the occurrence of any sale made under this Mortgage, whether
made under the power of sale or by virtue of judicial proceedings or of a
judgment or decree of foreclosure and sale, Mortgagee may bid for and acquire
the Mortgaged Property or any part thereof. Subject to the Intercreditor
Agreement, in lieu of paying cash therefor, Mortgagee may make settlement for
the purchase price by crediting upon the Obligations or other sums secured by
this Mortgage, the net sales price after deducting therefrom the expenses of
sale and the cost of the action and any other sums which Mortgagee is authorized
to deduct under this Mortgage. In such event, this Mortgage, the Credit
Agreement, the Subsidiary Guarantee and documents evidencing expenditures
secured hereby may be presented to the person or persons conducting the sale in
order that the amount so used or applied may be credited upon the Obligations as
having been paid.

     15. Appointment of Receiver. Subject to the Intercreditor Agreement, if an
Event of Default shall have occurred and be continuing, Mortgagee as a matter of
right and without notice to Mortgagor, unless otherwise required by applicable
law, and without regard to the adequacy or inadequacy of the Mortgaged Property
or any other collateral or the interest of Mortgagor therein as security for the
Obligations, shall have the right to apply to any court having jurisdiction to
appoint a receiver or receivers or other manager of the Mortgaged Property,
without requiring the posting of a surety bond, and without reference to the
adequacy or inadequacy of the value of the Mortgaged Property or the solvency or
insolvency of Mortgagor or any other party obligated for payment of all or any
part of the Obligations, and whether or not waste has occurred with respect to
the Mortgaged Property, and Mortgagor hereby irrevocably consents to such
appointment and waives notice of any application therefor (except as may be
required by law). Any such receiver or receivers or manager shall have all the
usual powers and duties of receivers in like or similar cases and all the powers
and duties of Mortgagee in case of entry as provided in this Mortgage,
including, without limitation and to the extent permitted by law, the right to
enter into leases of all or any part of the Mortgaged Property, and shall
continue as such and exercise
<PAGE>
                                                                               9


all such powers until the date of confirmation of sale of the Mortgaged Property
unless such receivership is sooner terminated.

     16. Extension, Release, etc. (a) Without affecting the lien or charge of
this Mortgage upon any portion of the Mortgaged Property not then or theretofore
released as security for the full amount of the Obligations, Mortgagee may, from
time to time and without notice, agree to (i) release any person liable for the
indebtedness borrowed or guaranteed under the Credit Documents, (ii) extend the
maturity or alter any of the terms of the indebtedness borrowed or guaranteed
under the Credit Documents or any other guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto.

          (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien of this Mortgage or any liens,
rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

          (c) If Mortgagee shall have the right to foreclose this Mortgage or to
direct a power of sale, Mortgagor authorizes Mortgagee at its option to
foreclose the lien of this Mortgage (or direct the sale of the Mortgaged
Property, as the case may be) subject to the rights of any tenants of the
Mortgaged Property. The failure to make any such tenants parties defendant to
any such foreclosure proceeding and to foreclose their rights, or to provide
notice to such tenants as required in any statutory procedure governing a sale
of the Mortgaged Property, or to terminate such tenant's rights in such sale
will not be asserted by Mortgagor as a defense to any proceeding instituted by
Mortgagee to collect the Obligations or to foreclose the lien of this Mortgage.

          (d) Unless expressly provided otherwise, in the event that ownership
of this Mortgage and title to the Mortgaged Property or any estate therein shall
become vested in the same person or entity, this Mortgage shall not merge in
such title but shall continue as a valid lien on the Mortgaged Property for the
amount secured hereby.

     17. Security Agreement under Uniform Commercial Code. (a) It is the
intention of the parties hereto that this Mortgage shall constitute a Security
Agreement within the meaning of the Uniform Commercial Code (the "Code") of the
State of _________. Subject to the Intercreditor Agreement, if an Event of
Default shall occur and be continuing under this Mortgage, then in addition to
having any other right or remedy available at law or in equity, Mortgagee shall
have the option of either (i) proceeding under the Code and exercising such
rights and remedies as may be provided to a secured party by the Code with
respect to all or any portion of the Mortgaged Property which is personal
property (including, without limitation, taking possession of and selling such
property) or (ii) treating such property as real property and proceeding with
respect to both the real and personal property constituting the Mortgaged
Property in accordance with Mortgagee's rights, powers and remedies with respect
to the real property (in which event the default provisions of the Code shall
not apply). If Mortgagee shall elect to proceed under the Code, then ten days"
notice of sale of the personal property shall be deemed reasonable notice and
the reasonable expenses of retaking, holding, preparing for sale,
<PAGE>
                                                                              10


selling and the like incurred by Mortgagee shall include, but not be limited to,
attorneys" fees and legal expenses, subject to the Intercreditor Agreement.
Subject to the Intercreditor Agreement, at Mortgagee's request, Mortgagor shall
assemble the personal property and make it available to Mortgagee at a place
designated by Mortgagee which is reasonably convenient to both parties.

          (b) Mortgagor and Mortgagee agree, to the extent permitted by law,
that: (i) all of the goods described within the definition of the word
"Equipment" are or are to become fixtures on the Real Estate; (ii) this Mortgage
upon recording or registration in the real estate records of the proper office
shall constitute a financing statement filed as a "fixture filing" within the
meaning of Sections 9a-334 and 9a-502 of the Code; (iii) Mortgagor is the record
owner of the Owned Land; (iv) the addresses of Mortgagor and Mortgagee are as
set forth on the first page of this Mortgage; and (v) Mortgagor is the debtor
and Mortgagee is the secured party.

     18. Assignment of Rents. (a) Mortgagor hereby assigns to Mortgagee the
Rents as further security for the payment of and performance of the Obligations,
and Mortgagor grants to Mortgagee the right to enter the Mortgaged Property for
the purpose of collecting the same and to let the Mortgaged Property or any part
thereof, and to apply the Rents on account of the Obligations. The foregoing
assignment and grant is present and absolute and shall continue in effect until
the Obligations are fully paid and performed, but Mortgagee hereby waives the
right to enter the Mortgaged Property for the purpose of collecting the Rents
and Mortgagor shall be entitled to collect, receive, use and retain the Rents
until the occurrence of an Event of Default under this Mortgage; such right of
Mortgagor to collect, receive, use and retain the Rents may be revoked by
Mortgagee upon the occurrence and during the continuance of any Event of Default
under this Mortgage by giving not less than five days" written notice of such
revocation to Mortgagor; in the event such notice is given, Mortgagor shall pay
over to Mortgagee, or to any receiver appointed to collect the Rents, any lease
security deposits, and shall pay monthly in advance to Mortgagee, or to any such
receiver, the fair and reasonable rental value as determined by Mortgagee for
the use and occupancy of such part of the Mortgaged Property as may be in the
possession of Mortgagor or any affiliate of Mortgagor, and upon default in any
such payment Mortgagor and any such affiliate will vacate and surrender the
possession of the Mortgaged Property to Mortgagee or to such receiver, and in
default thereof may be evicted by summary proceedings or otherwise. Mortgagor
shall not accept prepayments of installments of Rent to become due for a period
of more than one month in advance (except for security deposits and estimated
payments of percentage rent, if any).

          (b) Mortgagor has not affirmatively done any act which would prevent
Mortgagee from, or limit Mortgagee in, acting under any of the provisions of the
foregoing assignment.

          (c) Except for any matter disclosed in the Credit Agreement, no action
has been brought or, so far as is known to Mortgagor, is threatened, which would
interfere in any way with the right of Mortgagor to execute the foregoing
assignment and perform all of Mortgagor's obligations contained in this Section
and in the Leases.

     19. Additional Rights. The holder of any subordinate lien or subordinate
deed of trust on the Mortgaged Property shall have no right to terminate any
Lease whether or not such Lease is subordinate to this Mortgage nor shall
Mortgagor consent to any holder of any subordinate lien
<PAGE>
                                                                              11


or subordinate deed of trust joining any tenant under any Lease in any action to
foreclose the lien or modify, interfere with, disturb or terminate the rights of
any tenant under any Lease. By recordation of this Mortgage all subordinate
lienholders and the mortgagees and beneficiaries under subordinate mortgages are
subject to and notified of this provision, and any action taken by any such
lienholder or beneficiary contrary to this provision shall be null and void.
Subject to the Intercreditor Agreement, upon the occurrence and during the
continuance of any Event of Default, Mortgagee may, in its sole discretion and
without regard to the adequacy of its security under this Mortgage, apply all or
any part of any amounts on deposit with Mortgagee under this Mortgage against
all or any part of the Obligations. Any such application shall not be construed
to cure or waive any Default or Event of Default or invalidate any act taken by
Mortgagee on account of such Default or Event of Default.

     20. Notices. All notices, requests, demands and other communications
hereunder shall be given in accordance with the provisions of Section 12.2 of
the Credit Agreement to Mortgagor and to Mortgagee as specified therein.

     21. No Oral Modification. This Mortgage may not be amended, supplemented or
otherwise modified except in accordance with the provisions of Section 12.1 of
the Credit Agreement. Any agreement made by Mortgagor and Mortgagee after the
date of this Mortgage relating to this Mortgage shall be superior to the rights
of the holder of any intervening or subordinate lien or encumbrance.

     22. Partial Invalidity. In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, but each shall be construed as if
such invalid, illegal or unenforceable provision had never been included.
Notwithstanding to the contrary anything contained in this Mortgage or in any
provisions of any Credit Document, the obligations of Mortgagor and of any other
obligor under any Credit Documents shall be subject to the limitation that
Mortgagee shall not charge, take or receive, nor shall Mortgagor or any other
obligor be obligated to pay to Mortgagee, any amounts constituting interest in
excess of the maximum rate permitted by law to be charged by Mortgagee.

     23. Mortgagor's Waiver of Rights. (a) Mortgagor hereby voluntarily and
knowingly releases and waives any and all rights to retain possession of the
Mortgaged Property after the occurrence of an Event of Default hereunder and in
the event of exercise by Mortgagee of the power of sale or other rights created
hereby and any and all rights of redemption from sale under any order or decree
of foreclosure (whether full or partial), pursuant to rights, if any, therein
granted, as allowed under any applicable law, on its own behalf, on behalf of
all persons claiming or having an interest (direct or indirectly) by, through or
under each constituent of Mortgagor and on behalf of each and every person
acquiring any interest in the Mortgaged Property subsequent to the date hereof,
it being the intent hereof that any and all such rights or redemption of each
constituent of Mortgagor and all such other persons are and shall be deemed to
be hereby waived to the fullest extent permitted by applicable law or
replacement statute. Each constituent of Mortgagor shall not invoke or utilize
any such law or laws or otherwise hinder, delay, or impede the execution of any
right, power, or remedy herein or otherwise granted or delegated to the
Mortgagee, but shall permit the execution of every such right, power, and remedy
as though no such law or laws had been made or enacted.
<PAGE>
                                                                              12


          (b) To the fullest extent permitted by law, Mortgagor waives the
benefit of all laws now existing or that may subsequently be enacted providing
for (i) any appraisement before sale of any portion of the Mortgaged Property,
(ii) any extension of the time for the enforcement of the collection of the
Obligations or the creation or extension of a period of redemption from any sale
made in collecting such debt and (iii) exemption of the Mortgaged Property from
attachment, levy or sale under execution or exemption from civil process. To the
full extent Mortgagor may do so, Mortgagor agrees that Mortgagor will not at any
time insist upon, plead, claim or take the benefit or advantage of any law now
or hereafter in force providing for any appraisement, valuation, stay,
exemption, extension or redemption, or requiring foreclosure of this Mortgage
before exercising any other remedy granted hereunder and Mortgagor, for
Mortgagor and its successors and assigns, and for any and all persons ever
claiming any interest in the Mortgaged Property, to the extent permitted by law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature (except as expressly provided in
the Credit Agreement) or declare due the whole of the secured indebtedness and
marshalling in the event of exercise by Mortgagee of the foreclosure rights,
power of sale, or other rights hereby created.

     24. Remedies Not Exclusive. Mortgagee shall be entitled to enforce payment
and performance of the Obligations and to exercise all rights and powers under
this Mortgage or under any of the other Credit Documents or other agreement or
any laws now or hereafter in force, notwithstanding some or all of the
Obligations may now or hereafter be otherwise secured, whether by deed of trust,
mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the
acceptance of this Mortgage nor its enforcement, shall prejudice or in any
manner affect Mortgagee's rights to realize upon or enforce any other security
now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its absolute
discretion, subject to the Intercreditor Agreement. No remedy herein conferred
upon or reserved to Mortgagee is intended to be exclusive of any other remedy
herein or by law provided or permitted, but each shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. Every power or remedy given by any
of the Credit Documents to Mortgagee or to which it may otherwise be entitled,
may be exercised, concurrently or independently, from time to time and as often
as may be deemed expedient by Mortgagee, as the case may be. In no event shall
Mortgagee, in the exercise of the remedies provided in this Mortgage (including,
without limitation, in connection with the assignment of Rents to Mortgagee, or
the appointment of a receiver and the entry of such receiver on to all or any
part of the Mortgaged Property), be deemed a "Mortgagee in possession," and
Mortgagee shall not in any way be made liable for any act, either of commission
or omission, in connection with the exercise of such remedies.

     25. Multiple Security. If (a) the Premises shall consist of one or more
parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold or be the beneficiary of one or more additional mortgages, liens, deeds of
trust or other security (directly or indirectly) for the Obligations upon other
property in the State in which the Premises are located (whether or not such
property is owned by Mortgagor or by others) or (c) both the circumstances
described in clauses (a) and (b) shall be true, then to the fullest extent
permitted by law, Mortgagee may, at its election, commence or consolidate in a
single foreclosure action all foreclosure proceedings against all such
collateral securing the Obligations (including the Mortgaged Property), which
<PAGE>
                                                                              13


action may be brought or consolidated in the courts of, or sale conducted in,
any county in which any of such collateral is located. Mortgagor acknowledges
that the right to maintain a consolidated foreclosure action is a specific
inducement to Mortgagee to extend the indebtedness borrowed pursuant to or
guaranteed by the Credit Documents, and Mortgagor expressly and irrevocably
waives any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter have.
Mortgagor further agrees that if Mortgagee shall be prosecuting one or more
foreclosure or other proceedings against a portion of the Mortgaged Property or
against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Obligations, or if Mortgagee shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral, then, whether or not such proceedings are being maintained or
judgments were obtained in or outside the State in which the Premises are
located, Mortgagee may commence or continue any foreclosure proceedings and
exercise its other remedies granted in this Mortgage against all or any part of
the Mortgaged Property and Mortgagor waives any objections to the commencement
or continuation of a foreclosure of this Mortgage or exercise of any other
remedies hereunder based on such other proceedings or judgments, and waives any
right to seek to dismiss, stay, remove, transfer or consolidate either any
action under this Mortgage or such other proceedings on such basis. Neither the
commencement nor continuation of proceedings to foreclose this Mortgage, nor the
exercise of any other rights hereunder nor the recovery of any judgment by
Mortgagee in any such proceedings or the occurrence of any sale in any such
proceedings shall prejudice, limit or preclude Mortgagee's right to commence or
continue one or more foreclosure or other proceedings or obtain a judgment
against any other collateral (either in or outside the State in which the
Premises are located) which directly or indirectly secures the Obligations, and
Mortgagor expressly waives any objections to the commencement of, continuation
of, or entry of a judgment in such other sales or proceedings or exercise of any
remedies in such sales or proceedings based upon any action or judgment
connected to this Mortgage, and Mortgagor also waives any right to seek to
dismiss, stay, remove, transfer or consolidate either such other sales or
proceedings or any sale or action under this Mortgage on such basis. It is
expressly understood and agreed that to the fullest extent permitted by law,
subject to the Intercreditor Agreement, Mortgagee may, at its election, cause
the sale of all collateral which is the subject of a single foreclosure action
at either a single sale or at multiple sales conducted simultaneously and take
such other measures as are appropriate in order to effect the agreement of the
parties to dispose of and administer all collateral securing the Obligations
(directly or indirectly) in the most economical and least time-consuming manner.

     26. Successors and Assigns. All covenants of Mortgagor contained in this
Mortgage are imposed solely and exclusively for the benefit of Mortgagee, and
its successors and assigns, and no other person or entity shall have standing to
require compliance with such covenants or be deemed, under any circumstances, to
be a beneficiary of such covenants, any or all of which may be freely waived in
whole or in part by Mortgagee at any time if in the sole discretion of either of
them such a waiver is deemed advisable. All such covenants of Mortgagor shall
run with the land and bind Mortgagor, the successors and assigns of Mortgagor
(and each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Mortgagee and its
successors and assigns until this Mortgage shall have been satisfied of record.
The word "Mortgagor" shall be construed as if it read "Mortgagors" whenever the
sense of this Mortgage so requires and if there shall be more than one
Mortgagor, the obligations of the Mortgagors shall be joint and several.
<PAGE>
                                                                              14


     27. No Waivers, etc. Any failure by Mortgagee to insist upon the strict
performance by Mortgagor of any of the terms and provisions of this Mortgage
shall not be deemed to be a waiver of any of the terms and provisions hereof,
and Mortgagee, notwithstanding any such failure, shall have the right thereafter
to insist upon the strict performance by Mortgagor of any and all of the terms
and provisions of this Mortgage to be performed by Mortgagor. Mortgagee may
release, regardless of consideration and without the necessity for any notice to
or consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the security held for the obligations secured by this Mortgage without,
as to the remainder of the security, in any way impairing or affecting the lien
of this Mortgage or the priority of such lien over any subordinate lien or deed
of trust.

     28. Governing Law, etc. The provisions of this Mortgage regarding the
creation, perfection and enforcement of the liens and security interests herein
granted shall be governed by and construed under the laws of the state in which
the Mortgaged Property is located. All other provisions of this Mortgage and the
rights and obligations of Mortgagor and Mortgagee shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of New
York, without regard to the conflict of laws principles thereof.

     29. Certain Definitions. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this
Mortgage shall be used interchangeably in singular or plural form and the word
"Mortgagor" shall mean "each Mortgagor or any subsequent owner or owners of the
Mortgaged Property or any part thereof or interest therein," the word
"Mortgagee" shall mean "Mortgagee or any successor agent for the Lenders," the
word "person" shall include any individual, corporation, partnership, limited
liability company, trust, unincorporated association, government, governmental
authority, or other entity, and the words "Mortgaged Property" shall include any
portion of the Mortgaged Property or interest therein. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. The captions in this Mortgage are for
convenience or reference only and in no way limit or amplify the provisions
hereof.

     30. Last Dollars Secured; Priority. This Mortgage secures only a portion of
the indebtedness owing or which may become owing by the Mortgagor to the Secured
Parties. The parties agree that any payments or repayments of such indebtedness
shall be and be deemed to be applied first to the portion of the indebtedness
that is not secured hereby, it being the parties' intent that the portion of the
indebtedness last remaining unpaid shall be secured hereby. If at any time this
Mortgage shall secure less than all of the principal amount of the Obligations,
it is expressly agreed that any repayments of the principal amount of the
Obligations shall not reduce the amount of the lien of this Mortgage until the
lien amount shall equal the principal amount of the Obligations outstanding.

     31. Release. If any of the Mortgaged Property shall be sold, transferred or
otherwise disposed of by any Mortgagor in a transaction permitted by the Credit
Agreement and the Net Proceeds are applied in accordance with the terms of the
Credit Agreement, then the Mortgagee, at the request and sole expense of such
Mortgagor, shall execute and deliver to such Mortgagor all releases or other
documents reasonably necessary or desirable for the release of the Liens created
hereby on such Mortgaged Property. The Mortgagor shall deliver to the Mortgagee,
at least five Business Days prior to the date of the proposed release, a written
request for release
<PAGE>
                                                                              15


identifying the sale or other disposition in reasonable detail, including the
price thereof and any expenses in connection therewith, together with a
certification by the Mortgagor stating that such transaction is in compliance
with, and permitted by, the Credit Agreement and the other Credit Documents.

     32. Date of Mortgage. The date of this Mortgage is intended as a date for
the convenient identification of this Mortgage and is not intended to indicate
that this Mortgage was executed and delivered on that date.
<PAGE>
          This Mortgage has been duly executed by Mortgagor on May __, 200_ and
is intended to be effective as the date first above written.

SIGNED SEALED & DELIVERED               [_______________________________]
In the presence of:


                                        By:
-------------------------------------       ------------------------------------
Witness                                 Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>
STATE OF NEW YORK  )
                   : ss.:

COUNTY OF NEW YORK )

          At ___________________________________ this ___ day of ___________,
200_, __________, a _____________________ and duly authorized agent of
____________________, personally appeared and he acknowledged this instrument by
him sealed and subscribed, to be his free act and deed and the free act and deed
of __________________________________.

Before me.

                                        ----------------------------------------
                                        Notary Public

My commission expires:
<PAGE>
                                   Schedule A

                          Description of the Owned Land