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.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 1st, 2004 • Williams Controls Inc • Motor vehicle parts & accessories • New York
This AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (“Agreement”), dated as of September 30, 2004, is among Williams Controls, Inc., a Delaware corporation (the “Company”), American Industrial Partners, a Delaware general partnership (“AIP”) and Dolphin Advisors, LLC, a Delaware limited liability company (“Dolphin” and, so long as this Agreement becomes effective pursuant to Section 1, collectively with AIP and any of their respective designees, the “Advisors”). 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”).
PUT AND CALL AGREEMENTPut and Call Agreement • October 1st, 2004 • Williams Controls Inc • Motor vehicle parts & accessories • Delaware
This Put and Call Agreement (this “Agreement”) is made and entered into as of September 30, 2004 (the “Effective Date”), by and among Williams Controls, Inc., a Delaware corporation (the “Company”) and American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (“AIP”).
