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").
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").
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").
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 • June 11th, 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.
