This Purchase Agreement ("Agreement") is made and entered into effective as of the 10th day of May, 2002, by
and between MTD PRODUCTS INC, an Ohio corporation ("Buyer") and SHILOH AUTOMOTIVE, INC., an
Ohio corporation ("Seller").
WHEREAS, Seller is engaged in the business of manufacturing and selling certain automotive and outdoor power
equipment parts to certain OEM's and suppliers to the OEM's (the "Business"); and
WHEREAS, Seller desires to sell to Buyer and Buyer desires to acquire from Seller certain assets of the
Business as hereinafter specifically identified, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby agree as
1. Purchased Assets. Seller hereby agrees to grant, bargain, sell, convey, transfer and assign all of its right, title
and interest it may have in the following assets: the two (2) lawnmower blade lines and related equipment set forth
on Schedule One attached hereto ("Blade Lines") (the identified Blade Lines are sometimes herein also referred
to as the "Purchased Assets"). Upon transfer of the Blade Lines hereunder, Seller will execute and deliver to
Buyer the Bill of Sale in the form attached hereto as Exhibit "A".
2. Purchase Price. The purchase price shall be Two Million Dollars ($2,000,000). Such amount shall be paid by
Buyer to Seller via wire transfer at the time of Closing.
3. Condition of Purchased Assets. Seller represents and warrants that the Purchased Assets are in good
operating and physical condition, ordinary wear and tear, excepted, and have been maintained in all material
respects in compliance with applicable manufacturers' operating guidelines.
4. Title. Seller is the sole owner of the Purchased Assets. Except for the lien of JPMorgan Chase Bank, as Agent
for Seller's secured lenders ("JPMorgan"), Sel