MANUFACTURING SUPPLY AGREEMENT
(SHILOH AUTOMOTIVE, INC.)
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
AUTOMOTIVE, INC., 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.
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 two (2) lawn mower blade lines and
related equipment as further identified in Schedule One attached to the Purchase Agreement ("Blade Lines"). The
Blade Lines are located at 5389 West 130th Street, Cleveland, Ohio (the "Facility"). The parties acknowledge
and agree that the Blade Lines will be utilized exclusively by Shiloh for the manufacture of lawn mower blades for
MTD and its subsidiaries and affiliates.
2. Shiloh Service Fee. Upon execution of this Agreement, MTD shall pay to Shiloh, via wire transfer, the amount
of Five Hundred Thousan