FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "First Amendment"), dated as of
August 31, 1999, is made by and among SHILOH INDUSTRIES, INC., a Delaware corporation (the "Parent"),
SHILOH AUTOMOTIVE, INC., an Ohio corporation ("Buyer"), and MTD PRODUCTS INC, an Ohio
A. The, Parent, Buyer and Seller entered into that certain Asset Purchase Agreement dated as of June 21, 1999
(the "Purchase Agreement"); and
B. Pursuant to Section 10.11 of the Purchase Agreement, the Parent, Buyer Seller have agreed to amend the
Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:
1.1. CERTAIN DEFINITIONS. Unless otherwise defined herein, all capitalized terms used herein have the
meanings given to them in the Purchase Agreement.
AMENDMENT TO THE PURCHASE AGREEMENT
2.1. SECTION 7.1(b). Section 7.1(b) is hereby amended and superseded in all respects by the provisions of this
First Amendment. As amended and restated, Section 7.1(b) reads in its entirety:
"(b) by either Seller or the Buyer by written notice to the other party if the transactions contemplated hereby shall
not have been consummated pursuant hereto by 5:00 p.m. Cleveland, Ohio time on November 15, 1999, unless
such date shall be extended by the mutual written consent of Seller and the Buyer;"
3.1 EFFECT OF FIRST AMENDMENT. Except as specifically provided herein, this First Amendment does
not in any way waive, amend, modify, affect or impair the terms and conditions of the Purchase Agreement, and
all terms and conditions of the Purchase Agreement are to remain in full force and effect unless otherwise
specifically amended, waived or changed pursuant to this First Amendment.
This First Am