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EXHIBIT 10.1

                                                               EXECUTION VERSION

               SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

      THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of May
26, 2004 (this "Amendment"), is entered into among WERNER FUNDING CORPORATION, a
Delaware corporation (the "Seller"), WERNER CO., a Pennsylvania corporation (the
"Servicer"), MARKET STREET FUNDING CORPORATION, a Delaware corporation (the
"Issuer") and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as
Administrator (the "Administrator").

                                    RECITALS

      1. The Seller, the Servicer, the Issuer and the Administrator are parties
to the Receivables Purchase Agreement, dated as of May 29, 1998 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Agreement"); and

      2. The parties hereto desire to amend the Agreement as hereinafter set
forth.

      NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1. Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in Exhibit I to the Agreement shall have the
same meanings herein as therein defined.

      2. Amendments to Agreement. The Agreement is hereby amended as follows:

            2.1 Clause (a) of the definition of "Alternate Rate" in Exhibit I to
the Agreement is hereby amended by deleting "1.25%" therein and substituting
"2.00%" therefor.

            2.2 The definition of "Concentration Percentage" in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:

            ""Concentration Percentage" means: (a) for Lowes, 40% as long as
            Lowes would be considered a Group A Obligor and for any other Group
            A Obligor, 20%, (b) for any Group B Obligor, 16%, (c) for any Group
            C Obligor, 8% and (d) for Menards and Ace Hardware, 7.5% as long as
            such entities would be considered a Group D Obligor and for any
            other Group D Obligor, 4%; provided, however, that the Issuer may,
            with prior written consent from the Administrator and the Liquidity
            Agent, approve higher Concentration Percentages for selected
            Obligors."

            2.3 The definition of "Concentration Reserve" in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:

            ""Concentration Reserve" means, at any time: (a) the aggregate
            Capital at such time multiplied by (b) (i) the Concentration Reserve
            Percentage divided by (ii) 100% minus the Concentration Reserve
            Percentage."

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            2.4 The definition of "Concentration Reserve Percentage" in Exhibit
I to the Agreement is hereby amended and restated in its entirety to read as
follows:

            ""Concentration Reserve Percentage" means, at any time, the largest
            of: (a) the sum of five largest Group D Obligor Percentages, (b) the
            sum of the three largest Group C Obligor Percentages and (c) the sum
            of the two largest Group B Obligor Percentages."

            2.5 The definition of "Dilution Reserve Percentage" in Exhibit I to
the Agreement is hereby amended and restated in its entirety to read as follows:

            ""Dilution Reserve Percentage" means on any date, the greater of:
            (a) 7.5% or (b) the product of (i) the Dilution Horizon multiplied
            by (ii) the sum of (x) 2.25 times the average of the Dilution Ratios
            for the twelve most recent calendar months and (y) the Spike
            Factor."

            2.6 Clause (c) of the definition of "Eligible Receivable" is hereby
amended and restated in its entirety to read as follows:

            "(c) that does not, except in the case of a Deferred Payment
            Receivable, have a stated maturity which is more than 120 days after
            the original invoice date of such Receivable; provided, however,
            that in the case of a Deferred Payment Receivable, the Outstanding
            Balance of such Deferred Payment Receivable when added to the
            aggregate Outstanding Balance of all other Deferred Payment
            Receivables, shall not exceed 2.0% of the aggregate Outstanding
            Balance of all Pool Receivables,"

            2.7 The definition of "Group A Obligor" in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:

            ""Group A Obligor" means (i) any Obligor with a short-term rating of
            at least: (a) "A-1" by Standard & Poor's, or if such Obligor does
            not have a short-term rating from Standard & Poor's, a rating of
            "A+" or better by Standard & Poor's on its long-term senior
            unsecured and uncredit-enhanced debt securities, and (b) "P-1" by
            Moody's, or if such Obligor does not have a short-term rating from
            Moody's, "A1" or better by Moody's on its long-term senior unsecured
            and uncredit-enhanced debt securities."

            2.8 The definition of "Loss Reserve Percentage" in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:

            ""Loss Reserve Percentage" means, on any date, the greater of: (a)
            12.5% or (b) (i) the product of (A) 2.25 times the highest average
            of the Default Ratios for any three consecutive calendar months
            during the twelve most recent calendar months multiplied by (B) the
            aggregate credit sales made during the four most recent calendar
            months divided by (ii) the aggregate Outstanding Balance of Eligible
            Receivables as of such date."

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            2.9 Clause (g) of Exhibit V to the Agreement is hereby amended and
restated in its entirety to read as follows:

            "(g)(i) the (A) Default Ratio shall exceed 4.0% or (B) the
            Delinquency Ratio shall exceed 10.0% or (ii) the average for three
            consecutive calendar months of: (A) the Default Ratio shall exceed
            3.0%, (B) the Delinquency Ratio shall exceed 8.0% or (C) the
            Dilution Ratio shall exceed 5.5%."

      3. Representations and Warranties; No Default. The Seller hereby
represents and warrants to each of the parties hereto as follows:

                  (a) Representations and Warranties. The representations and
            warranties contained in Exhibit III of the Agreement are true and
            correct as of the date hereof.

                  (b) No Default. Both before and immediately after giving
            effect to this Amendment and the transactions contemplated hereby,
            no Termination Event or Unmatured Termination Event exists or shall
            exist.

      4. Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to "this Agreement", "hereof", "herein" or words
of similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of
the Agreement other than as set forth herein.

      5. Conditions Precedent to Effectiveness. This Amendment shall become
effective as of the date hereof upon receipt by the Administrator of:

                  (a) counterparts of this Amendment (whether by facsimile or
            otherwise) executed by each of the parties hereto; and

                  (b) (i) counterparts of that certain fee letter agreement,
            dated of even date herewith, among the Seller, the Servicer, the
            Issuer and the Administrator, and (ii) the "structuring fee"
            referred to therein.

      6. Receipt of Certain Officer Certificates. Notwithstanding anything in
this Amendment, the Agreement or any other Transaction Document to the contrary,
the parties hereto expressly agree that, on or prior to the close of business on
June 30, 2004, the Administrator shall have received an officer certificate from
an authorized officer of each of the Seller and the Servicer, stating that on or
prior to such date, ownership of each Lock-Box Account has been transferred to
and is in the name of the Seller, in form and substance satisfactory to the
Administrator and its counsel and that the failure of the timely occurrence of
the condition set forth in this Section 6 shall, without any notice,
declaration, demand, or other act by any Person, be deemed to result in the
automatic occurrence of the Facility Termination Date, unless the time period
set forth above has been extended in writing by the Administrator

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(on behalf of the Issuer) or such failure has been otherwise waived or excused
in writing by the Administrator (on behalf of the Issuer).

      7. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.

      8. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law).

      9. Section Headings. The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.

                            [signature pages follow]

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      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                      WERNER FUNDING CORPORATION,
                                      as Seller

                                      By:    /s/ Larry V. Friend
                                      Name:  Larry V. Friend
                                      Title: CFO

                                      WERNER CO.,
                                      as Servicer

                                      By:    /s/ Larry V. Friend
                                      Name:  Larry V. Friend
                                      Title: CFO

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MARKET STREET FUNDING CORPORATION,
as Issuer

By:    /s/ Evelyn Echevarria
Name:  Evelyn Echevarria
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,
as Administrator

By:    /s/ John T. Smathers
Name:  John T. Smathers
Title: Vice President

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