Williams Controls Inc Watch

from 8-K 101 pages 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 Administrative Agent, as a Lender and as Sole Bookrunner and Sole Lead Arranger and the Additional Lenders From Time to Time Party Hereto

from S-3/A 1 page Thomas W. Itin "Eau Vive" 4831 Old Orchard Trail Orchard Lake, Michigan 48324-3050 July 15, 1998 Mr. Gerard A. Herlihy Chief Financial Officer Williams Controls, Inc. 14100 S.W. 72nd Avenue Portland, or 97224 Re: Investment in Ajay Sports, Inc. Dear Jerry: Williams Controls, Inc. (The "Company"), and Ajay Sports, Inc. ("Ajay") Entered Into an Agreement Dated June 30, 1998 (The "Agreement"), Whereby the Company Agreed to Invest $2,000,000 Into Ajay, Assume Certain Debts of Ajay, and Convert $5,000,000 of Loans and Advances to Ajay Into Series D Convertible Preferred Stock of Ajay. This Agreement Was Made in Consideration of the Restructuring of the Company's and Ajay's Joint and Several Credit Facilities With Wells Fargo Bank, Into Separate Loan Facilities for the Company and Ajay. I Consented to That Transaction and This Letter Shall Serve as Amendment No. Two to My Guaranty Dated October 2, 1995, as Amended January 7, 1998 to the Company, and Confirms That the Company's Loans and Investments to Ajay Under the Agreement, Including the Additional $2,000,000 Investment and the Preferred Stock That Was Received in Exchange for Loans and Advances to Ajay, Are Guaranteed Obligations (As Defined in Amendment One to Guaranty). Sincerely, /S/ Thomas W. Itin - Thomas W. Itin Acknowledged and Accepted as of the Date First Above Written. Williams Controls, Inc. By: /S/ Gerard A. Herlihy Gerard A. Herlihy

from S-3/A 1 page Thomas W. Itin "Eau Vive" 4831 Old Orchard Trail Orchard Lake, Michigan 48324-3050 July 15, 1998 Mr. Gerard A. Herlihy Chief Financial Officer Williams Controls, Inc. 14100 S.W. 72nd Avenue Portland, or 97224 Re: Investment in Ajay Sports, Inc. Dear Jerry: Williams Controls, Inc. (The "Company"), and Ajay Sports, Inc. ("Ajay") Entered Into an Agreement Dated June 30, 1998 (The "Agreement"), Whereby the Company Agreed to Invest $2,000,000 Into Ajay, Assume Certain Debts of Ajay, and Convert $5,000,000 of Loans and Advances to Ajay Into Series D Convertible Preferred Stock of Ajay. This Agreement Was Made in Consideration of the Restructuring of the Company's and Ajay's Joint and Several Credit Facilities With Wells Fargo Bank, Into Separate Loan Facilities for the Company and Ajay. I Consented to That Transaction and This Letter Shall Serve as Amendment No. Two to My Guaranty Dated October 2, 1995, as Amended January 7, 1998 to the Company, and Confirms That the Company's Loans and Investments to Ajay Under the Agreement, Including the Additional $2,000,000 Investment and the Preferred Stock That Was Received in Exchange for Loans and Advances to Ajay, Are Guaranteed Obligations (As Defined in Amendment One to Guaranty). Sincerely, /S/ Thomas W. Itin - Thomas W. Itin Acknowledged and Accepted as of the Date First Above Written. Williams Controls, Inc. By: /S/ Gerard A. Herlihy Gerard A. Herlihy

from 8-K ~5 pages Replacement Term Loan Promissory Note

from 10-Q ~5 pages Intercreditor Agreement

from 10-Q ~10 pages Promissory Notes Under the Credit Agreement

from 10-Q ~50 pages Credit Agreement 7/11/97