AGREEMENT ---------Agreement • July 15th, 1998 • Williams Controls Inc • Motor vehicle parts & accessories
Exhibit 10.8 Security Agreement between Ajay and its subsidiaries, as debtors, and the Registrant and its subsidiaries, as secured parties. SECURITY AGREEMENT DATE: Effective July 14, 1997 BETWEEN: AJAY SPORTS, INC., a Delaware corporation and AJAY...Security Agreement • January 13th, 1998 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
Exhibit 4.2 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR...Williams Controls Inc • August 3rd, 2000 • Motor vehicle parts & accessories • New York
GUARANTYWilliams Controls Inc • August 14th, 1997 • Motor vehicle parts & accessories • Oregon
INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT is entered into as of June ____, 1997 by and among UNITED STATES NATIONAL BANK OF OREGON ("US"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WF") and the following corporations (each individually...Intercreditor Agreement • August 14th, 1997 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
Exhibit 10.10(a) ASSET PURCHASE AGREEMENT by and between ACTIVE TOOL & MANUFACTURING CO., INC., PROACTIVE ACQUISITION CORPORATIONAsset Purchase Agreement • December 29th, 1999 • Williams Controls Inc • Motor vehicle parts & accessories • Michigan
THIS DOCUMENT IS A COPY OF THE CURRENT REPORT ON FORM 8-K DATED MARCH 16, 1998 FILED ON APRIL 1, 1998 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION] SECURITY AGREEMENT DATE: Effective March 6, 1998 BETWEEN: KENCO PRODUCTS, INC., a Delaware...Williams Controls Inc • April 2nd, 1998 • Motor vehicle parts & accessories
Exhibit 10.10(b) PATENT LICENSE AGREEMENT Effective as of the "Effective Date" referred to in Article VII hereof, by and between Edmond B. Cicotte of 11086 Hedgeway, Utica, Michigan 48327, and or assigns, hereinafter referred to as "LICENSOR", and...Patent License Agreement • December 29th, 1999 • Williams Controls Inc • Motor vehicle parts & accessories
RECITALSCredit Agreement • February 14th, 2000 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
Exhibit 4.1 WILLIAMS CONTROLS, INC. DEBENTURE PURCHASE AGREEMENT THIS DEBENTURE PURCHASE AGREEMENT ("Agreement") made as of this _____ day of April 2000 between WILLIAMS CONTROLS, INC., a Delaware corporation, with its principal offices at 14100 SW...Debenture Purchase Agreement • July 26th, 2000 • Williams Controls Inc • Motor vehicle parts & accessories • New York
CREDIT AGREEMENTCredit Agreement • August 14th, 1997 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
CONTINUING UNCONDITIONAL GUARANTY OF THOMAS W. ITINWilliams Controls Inc • August 14th, 1997 • Motor vehicle parts & accessories • Oregon
Exhibit 10.7(b) Amendment One to the Itin Guaranty AMENDMENT NO. ONE TO GUARANTY AMENDMENT NO. ONE, dated this 7th day of January, 1998 but effective as of July 11, 1997, to that certain GUARANTY dated as of October 2, 1995, by and between Thomas W....Williams Controls Inc • January 13th, 1998 • Motor vehicle parts & accessories • Oregon
ARTICLE IIntellectual Property License Agreement • December 9th, 2003 • Williams Controls Inc • Motor vehicle parts & accessories • New York
EXHIBIT 99.02 -------------Stock Option Agreement • February 25th, 2005 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
RECITALSCredit Agreement • July 15th, 1998 • Williams Controls Inc • Motor vehicle parts & accessories
RECITALSRegistration Rights Agreement • August 21st, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT between AGROTEC WILLIAMS, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), is as follows: 1. Preliminary Statements (A) Borrower has executed...Trademark Security Agreement • August 14th, 1997 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
RECITALSAsset Purchase Agreement • April 2nd, 1998 • Williams Controls Inc • Motor vehicle parts & accessories • Michigan
Exhibit 4.4 DEBENTURE PLACEMENT AGREEMENT DEBENTURE PLACEMENT AGREEMENT ("Agreement") dated as of the __ day of April 2000, by and between WILLIAMS CONTROLS, INC., a Delaware corporation (the "Company"), TAGLICH BROTHERS, INC., a New York corporation,...Debenture Placement Agreement • July 26th, 2000 • Williams Controls Inc • Motor vehicle parts & accessories • New York
AGREEMENT AND PLAN OF MERGER by and among CURTISS-WRIGHT CONTROLS, INC., COLUMBIA ACQUISITION SUB, INC., and WILLIAMS CONTROLS, INC. Dated as of October 31, 2012Agreement and Plan of Merger • November 2nd, 2012 • Williams Controls Inc • Motor vehicle parts & accessories • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2012, is entered into by and among Curtiss-Wright Controls, Inc., a Delaware corporation (“Parent”), Columbia Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub”), and Williams Controls, Inc., a Delaware corporation (the “Company”). Each of Parent, Acquisition Sub and the Company are referred to herein as a “Party” and together as “Parties.” All capitalized terms used in this Agreement shall have the meanings set forth in ARTICLE I.
QuickLinks -- Click here to rapidly navigate through this document THIS DEBENTURE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND...Wells Fargo Intercreditor Agreement • June 11th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
THIS DEBENTURE, AND PAYMENT AND ENFORCEMENT HEREOF, IS SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN (I) INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY , 2001 (THE "WELLS FARGO INTERCREDITOR AGREEMENT") BETWEEN WELLS FARGO BANK, NATIONAL ASSOCIATION ("WELLS FARGO") AND THE HOLDER HEREOF AND ACKNOWLEDGED BY SUCH HOLDER, AS SUCH WELLS FARGO INTERCREDITOR AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND (II) INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY , 2001 (THE "INVESTOR INTERCREDITOR AGREEMENT"), BY AND AMONG TBDW HOLDINGS, INC., AS COLLATERAL AGENT AND ALL OF THE HOLDERS OF ALL OF THE DEBENTURES ISSUED BY THE COMPANY PURSUANT TO THE TERMS OF THAT CERTAIN PRIVATE PLACEMENT MEMORANDUM DATED AS OF FEBRUARY 9, 2001, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE "MEMORANDUM").
SERIES B PREFERRED STOCK PURCHASE AGREEMENT by and among WILLIAMS CONTROLS, INC., AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND III, L.P., AND THE OTHER PURCHASERS NAMED HEREIN May 31, 2002Preferred Stock Purchase Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 31, 2002, by and among Williams Controls, Inc., a Delaware corporation (the “Company”), American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (the “Purchasers Representative”), and each other person who agrees to be bound by the provisions hereof as a “Purchaser” by executing a joinder agreement (a “Joinder”), substantially in the form attached hereto as Exhibit A (together with the Purchasers Representative, each, a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms used herein are defined in Article II hereof.
PREFERRED STOCK PLACEMENT AGREEMENTPreferred Stock Placement Agreement • June 11th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
PREFERRED STOCK PLACEMENT AGREEMENT ("Agreement") dated as of the 17th day of April, 1998, by and between WILLIAMS CONTROLS, INC., a Delaware corporation (the "Company") and TAGLICH BROTHERS, D'AMADEO, WAGNER & COMPANY, INCORPORATED ("Placement Agent").
PATENT ASSIGNMENT AND SECURITY AGREEMENT THIS PATENT ASSIGNMENT AND SECURITY AGREEMENT between WILLIAMS CONTROLS INDUSTRIES, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), is as follows: 1. Preliminary...Patent Assignment and Security Agreement • August 14th, 1997 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 11th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
INTERCREDITOR AGREEMENT (this "Agreement") dated as of February 13, 2001 by and among the persons set forth on Exhibit A annexed hereto, as may be amended from time to time as provided for herein (each, an "Investor", and collectively, the "Investors") and TBDW Holdings, Inc., a Delaware corporation, as collateral agent (the "Collateral Agent").
CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2004 AMONG WILLIAMS CONTROLS INDUSTRIES, INC., and WILLIAMS CONTROLS, INC. jointly and severally as Borrowers MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc., as...Credit Agreement • October 1st, 2004 • Williams Controls Inc • Motor vehicle parts & accessories • Illinois
CREDIT AGREEMENT dated as of September 27, 2004 among WILLIAMS CONTROLS, INC., a Delaware corporation (“Holdings”), WILLIAMS CONTROLS INDUSTRIES, INC., a Delaware (“Williams”; together with Holdings, the “Borrowers” and each, individually, a “Borrower”), as Borrowers, the financial institutions from time to time parties hereto, each as a Lender, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, as Agent, as Sole Bookrunner and as Sole Lead Arranger.
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2008 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2011 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
VOTING AGREEMENTVoting Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
This VOTING AGREEMENT (this “Agreement”), is dated as of July 1, 2002, by Taglich Brothers, Inc., a New York corporation (“Taglich”) in favor of American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (together with its Affiliates, “AIP”).
EMPLOYMENT AGREEMENTWilliams Controls Inc • January 14th, 2002 • Motor vehicle parts & accessories
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 2nd, 2012 • Williams Controls Inc • Motor vehicle parts & accessories
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made effective the 30 day of October, 2012 between Williams Controls, Inc., a Delaware corporation, (the “Company”) and Patrick W. Cavanagh (the “Executive”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 5th, 2002 • Williams Controls Inc • Motor vehicle parts & accessories • New York
MANAGEMENT SERVICES AGREEMENT, as of July 1, 2002, among Williams Controls, Inc., a Delaware corporation (the “Company”), and American Industrial Partners, a Delaware general partnership (collectively with any designee, the “Advisor”). Capitalized terms used herein but not defined herein have the meanings assigned thereto in that certain Series B Preferred Stock Purchase Agreement, dated as of May 31, 2002, by and among the Company, American Industrial Partners Capital Fund III, L.P. (“AIP III”) and the other purchasers named therein (the “Stock Purchase Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 14th, 2006 • Williams Controls Inc • Motor vehicle parts & accessories • Oregon
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of the date signed by both parties, by and between Williams Controls, Inc., a Delaware corporation (the “Company”), and Patrick W. Cavanagh (“Executive”).
Exhibit 4.4 DEBENTURE PLACEMENT AGREEMENT DEBENTURE PLACEMENT AGREEMENT ("Agreement") dated as of the __ day of April 2000, by and between WILLIAMS CONTROLS, INC., a Delaware corporation (the "Company"), TAGLICH BROTHERS, INC., a New York corporation,...Debenture Placement Agreement • August 3rd, 2000 • Williams Controls Inc • Motor vehicle parts & accessories • New York
