MANUFACTURING SUPPLY AGREEMENT
This Manufacturing Supply 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 ("MTD") and SHILOH
CORPORATION, an Ohio corporation ("Shiloh").
W I T N E S S E T H:
WHEREAS, MTD is in the business of the development, manufacture, sale and distribution of lawn and garden
products and associated attachments and accessories; and
WHEREAS, Shiloh is primarily in the business of the development, manufacture and sale of automotive parts and
is also involved in the manufacture and sale to MTD of components parts for outdoor power equipment; and
WHEREAS, MTD concurrently with the execution of this Agreement has purchased certain assets utilized by
Shiloh to manufacture certain parts for MTD; and
WHEREAS, the parties desire to define a certain manufacturing supply agreement whereby MTD will purchase
from Shiloh and Shiloh will sell to MTD certain parts on the terms and conditions set forth herein; and
WHEREAS, Shiloh will also utilize such assets on behalf of other customers of Shiloh and Shiloh will make rental
payments to MTD for use of such assets.
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. Manufacturing Equipment. Concurrently with the execution of this Agreement, MTD and Shiloh have executed
a Purchase Agreement pursuant to which MTD purchased from Shiloh, the following machinery and equipment
located at 402 Ninth Street, Mansfield, Ohio (the "Facility") (collectively referred to either the "Blanking Presses"
or the "Purchased Assets"):
(a) 1,500 Ton straight-side blanking press and feedline (Work Center 19) and related equipment as further
identified on Schedule One attached hereto (the "1,500 Ton Press");
(b) 2,000 Ton press and feedline (Work