First Amendment to Purchase and Sale Agreement between Werner Funding Corporation and Werner Co.

Summary

Werner Funding Corporation and Werner Co. have agreed to amend their existing Purchase and Sale Agreement, originally dated May 29, 1998. This amendment, effective May 28, 2003, updates Exhibit E of the agreement by adding a new address in Merced, California. Both parties confirm that all other terms remain unchanged and that no default exists. The amendment becomes effective once all parties have signed and certain conditions are met. The agreement is governed by New York law and is acknowledged by Market Street Funding Corporation and PNC Bank, National Association.

EX-10.2 7 l02061aexv10w2.txt EXHIBIT 10.2 Exhibit 10.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of May 28, 2003 (this "Amendment"), is entered into among WERNER FUNDING CORPORATION, a Delaware corporation (the "Company") and WERNER CO., a Pennsylvania corporation ("Werner"). RECITALS 1. The Company and Werner are parties to the Purchase and Sale 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 Receivables Purchase Agreement shall have the same meanings herein as therein defined. 2. Amendment to Agreement. The Agreement is hereby amended as follows: 2.1 Exhibit E of the Agreement is hereby amended by adding the following address thereto: "1810 Grogan Avenue, Merced Airport Industrial Park, Merced, CA 95340". 3. Representations and Warranties; No Default. Werner hereby represents and warrants to each of the parties hereto as follows: (a) Representations and Warranties. The representations and warranties contained in 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 Purchase and Sale Termination Event or Unmatured Purchase and Sale 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 and 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) each of the items required as conditions precedent to the effectiveness of the First Amendment to the Receivables Purchase Agreement, dated as of the date hereof. 6. 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. 7. 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). 8. 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] -2- IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. WERNER FUNDING CORPORATION By: ____________________________ Name: __________________________ Title: _________________________ WERNER CO. By: ____________________________ Name: __________________________ Title: _________________________ S-1 Acknowledged and Agreed to As of the date first above written MARKET STREET FUNDING CORPORATION As Issuer By: ____________________________ Name: __________________________ Title: _________________________ PNC BANK, NATIONAL ASSOCIATION As Administrator By: ____________________________ Name: __________________________ Title: _________________________ S-2