Purchase Agreement Between MTD Products Inc. and Shiloh Corporation for Blanking Presses and Equipment
Contract Categories:
Business Finance
›
Purchase Agreements
Summary
MTD Products Inc. (Buyer) and Shiloh Corporation (Seller) have entered into an agreement dated May 10, 2002, for MTD to purchase three large blanking presses and related equipment from Shiloh for a total price of $4,540,617.21. The assets are located in Mansfield, Ohio, and will remain at the facility per a related Manufacturing Supply Agreement. Shiloh guarantees clear title to the equipment, subject to a lien from JPMorgan Chase, and will transfer any applicable tax exemptions. Shiloh Industries, Inc. guarantees Shiloh Corporation’s obligations under the agreement.
EX-10.1 3 dex101.txt PURCHASE AGREEMENT BETWEEN MTD & SHILOH CORP. Exhibit 10.1 PURCHASE AGREEMENT 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 CORPORATION, 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 follows: 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: (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 Center 24) and related equipment as further identified on Schedule Two attached hereto (the "2,000 Ton Press"); and (c) 1,000 C press and feedline (Work Center 25) and related equipment as further identified on Schedule Three attached hereto (the "1,000 C Press"). (The identified blanking presses and related equipment are sometimes also referred to as the "Blanking Presses" or "Purchased Assets"). Upon transfer of the Blanking Presses 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 for the Purchased Assets shall be as follows: (a) One Million Nine Hundred Twenty-Eight Thousand Three Hundred Seventy-Seven and 34/100 Dollars ($1,928,377.34) for the 1,500 Ton Press. (b) One Million Eight Thousand Five Hundred Seventy-Two and 32/100 Dollars ($1,008,572.32) for the 2,000 Ton Press. (c) One Million Six Hundred Three Thousand Six Hundred Sixty-Seven and 55/100 Dollars ($1,603,667.55) for the 1,000 C Press. The total amount of Four Million Five Hundred Forty Thousand Six Hundred Seventeen and 21/100 Dollars ($4,540,617.21) 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 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"), Seller has good and marketable title to the Purchased Assets free and clear of any and all liens and encumbrances. At Closing, Seller will provide to Buyer duly executed Uniform Commercial Code Form 3's reflecting amendments/partial releases of JPMorgan, as Agent, with regard to the Purchased Assets. 5. Location of Purchased Assets. The Purchased Assets are currently located at 402 Ninth Street, Mansfield, Ohio (the "Facility"). The Purchased Assets shall remain in the Facility as further set forth in the Manufacturing Supply Agreement executed simultaneously herewith. 6. UCC Filings. Seller will acknowledge the transfer of title of the Purchased Assets from Seller to Buyer and will execute appropriate UCC Financing Statements to record the ownership of the Purchased Assets in the Buyer, including such UCC Financing Statements in the form attached hereto as Exhibit "B". This Agreement shall constitute a Security Agreement for purposes of the UCC. 7. Closing and Assignment of the Tax Exemption. The Closing will occur on or about May 10, 2002. On or prior to Closing and as a condition to Closing hereunder, the Seller shall cause the assignment to the Buyer of the benefits under and/or that part of the Enterprise Zone Agreement in place and applicable to the feedline on the 1,500 Ton Press so that upon assignment, the personal property tax exemption applicable to the feedline on the 1,500 Ton Press shall be transferred to and received by the Buyer. -2- 8. No Assumed Liabilities. Buyer will not assume any liabilities with regard to any purchase orders which Seller may have in place which utilize the Purchased Assets. 9. Prior Agreements Superseded. This Agreement and the Manufacturing Supply Agreement constitutes the sole and only agreement of the parties with regard to the subject matter herein and supersedes any prior understanding or written or oral agreements between the parties respecting such subject matter. 10. Parties Bound. Neither party may assign this Agreement without the consent of the other party. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors, and assigns when permitted by this contract. 11. Governing Law. The Agreement shall be construed under the laws of the State of Ohio. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above. Seller SHILOH CORPORATION By: /s/ Stephen E. Graham ------------------------------------- Title: CHIEF FINANCIAL OFFICER ------------------------------------- Buyer MTD PRODUCTS INC By: /s/ Ronald C. Houser ------------------------------------- Title: EXECUTIVE VICE PRESIDENT AND ------------------------------------- CHIEF FINANCIAL OFFICER ------------------------------------- -3- GUARANTEE OF SHILOH INDUSTRIES, INC. As the sole shareholder of Shiloh Corporation, Shiloh Industries, Inc. acknowledges the receipt of benefits pursuant to the Agreement and guarantees the obligations of Shiloh Corporation as set forth in this Agreement. SHILOH INDUSTRIES, INC. By: /s/ Steven E. Graham ------------------------------------- Title: CHIEF FINANCIAL OFFICER ------------------------------------- -4- Workcenter 19 15A Press and Feedline SCHEDULE ONE Asset ----- No. Description --- ----------- 315 15A Press(Workcenter 19) Manufacturer Danly Model SC2-1500-132-84 Serial Number 71297801 In service date 07/30/1971 Acquired Value $ 254,713.80 Current Net Book Value $ 0.00 1840 15A Feedline Manufacturer Automatic Feed Company Model N/A Serial Number 98001-98020 In service date 09/30/1999 Acquired Value $2,141,575.24 Current Net Book Value $1,725,157.84 1233 15A Gear work In service date 11/19/1992 Acquired Value $ 29,900.00 Current Net Book Value $ 7,059.70 1319 15A Motor In service date 03/31/1994 Acquired Value $ 16,280.05 Current Net Book Value $ 5,652.81 1926 15A Feedline rebuild In service date 01/31/2001 Acquired Value $ 207,825.80 Current Net Book Value $ 190,506.99 Total Workcenter 19 Acquired Value $2,650,294.89 Current Net Book Value $1,928,377.34 ============= Workcenter 24 2000 Ton Press and Feedline SCHEDULE TWO Asset ----- No. Description --- ----------- 1311 2000 Ton Press(Workcenter 24) Manufacturer Niagra Model SE4-2000-144-90 Serial Number P53805 In service date 02/1/1994 Acquired Value $1,431,813.00 Current Net Book Value $ 477,271.01 1313 2000 Ton Automatic Feedline Manufacturer Automatic Feed Company Model N/A Serial Number 92022-92029 In service date 02/1/1994 Acquired Value $1,542,375.00 Current Net Book Value $ 514,125.00 1488 2000 Ton Motor Rebuild In service date 12/11/1996 Acquired Value $ 7,570.00 Current Net Book Value $ 4,310.72 1844 2000 Ton straightener roll In service date 09/16/1999 Acquired Value $ 15,971.09 Current Net Book Value $ 12,865.59 Total Workcenter 24 Acquired Value $2,997,729.09 Current Net Book Value $1,008,572.32 ============= Workcenter 25 1000 C Press and Feedline SCHEDULE THREE Asset ----- No. Description --- ----------- 1354 1000C Press(Workcenter 25) Manufacturer Clearing Model S4-1000-200-80 Serial Number 10-4501 In service date 09/30/1994 Acquired Value $ 873,344.34 Current Net Book Value $ 345,698.77 1357 1000C Feedline Manufacturer Automatic Feed Company Model N/A Serial Number 93105-93140 In service date 09/30/1994 Acquired Value $1,367,801.00 Current Net Book Value $ 531,922.58 1345 1000 C Bolster In service date 09/30/1994 Acquired Value $ 53,300.00 Current Net Book Value $ 20,727.75 1347 1000C Digital Scale In service date 10/01/1994 Acquired Value $ 12,704.25 Current Net Book Value $ 4,940.53 1356 1000C Stacker Manufacturer Automatic Feed Company In service date 09/30/1994 Acquired Value $1,140,324.37 Current Net Book Value $ 443,459.48 1541 1000C Die Cart In service date 04/01/1997 Acquired Value $ 427,659.94 Current Net Book Value $ 255,408.01 1551 1000C Revision In service date 05/08/1997 Acquired Value $ 2,500.00 Current Net Book Value $ 1,510.43 Total Workcenter 25 Acquired Value $3,877,633.90 Current Net Book Value $1,603,667.55 ============= Exhibit "A" BILL OF SALE This Bill of Sale ("Bill of Sale") dated as of the _____ day of __________, 2002, is made and delivered pursuant and subject to the terms of a Purchase Agreement ("Agreement") dated [an even date herewith], by and between MTD PRODUCTS INC, an Ohio corporation ("MTD") and SHILOH CORPORATION, an Ohio corporation ("Shiloh"). Capitalized terms used in this Bill of Sale that are not defined herein shall have the same meaning ascribed to them in the Agreement. W I T N E S S E T H: WHEREAS, MTD and Shiloh are parties to the Agreement, which by this reference is incorporated into and made a part of this Bill of Sale, pursuant to which Shiloh has agreed to sell, convey, assign, transfer and deliver to MTD the Purchased Assets as defined in the Purchase Agreement and MTD has agreed to acquire the same; and WHEREAS, Shiloh desires to execute and deliver this Bill of Sale in furtherance of the Agreement. NOW, THEREFORE, for the consideration set forth in the Agreement and other good and valuable consideration had and received, the receipt and sufficiency of which are hereby acknowledged, Shiloh does hereby grant, bargain, sell, convey, transfer and assign unto and vest in MTD, its successors and assigns, all of Shiloh's right, title and interest in and to the Purchased Assets, as defined in the Agreement. TO HAVE AND TO HOLD, all and singular, the Purchased Assets hereby granted, bargained, sold, conveyed, transferred and assigned to and vested in, as applicable, MTD, its successors and assigns, to and for its and their use and benefit forever. Shiloh hereby covenants that it will not execute any instrument or grant or transfer any rights or interest inconsistent with the rights and interest granted herein. Reference is hereby made to the Agreement for a complete description of the Purchased Assets and a complete statement of all representations and warranties made by or attributable to Shiloh in respect of the Purchased Assets. Shiloh further agrees to execute and deliver to MTD such further instruments of transfer and assignment as MTD may from time to time reasonably request in order to transfer, assign to and vest in MTD the Purchased Assets. IN WITNESS WHEREOF, each of MTD and Shiloh have caused this instrument to be executed by its duly authorized officer on the date first written above. SHILOH CORPORATION By: ______________________________________ Name: ______________________________________ Title: ______________________________________ MTD PRODUCTS INC By: ______________________________________ Name: ______________________________________ Title: ______________________________________ GUARANTEE OF SHILOH INDUSTRIES, INC. As the sole shareholder of Shiloh Corporation, Shiloh Industries, Inc. acknowledges the receipt of benefits pursuant to the Agreement and guarantees the obligations of Shiloh Corporation, as set forth in this Bill of Sale. SHILOH INDUSTRIES, INC. By: ______________________________________ Name: ______________________________________ Title: ______________________________________ -2- Exhibit "B" UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY
Exhibit A Asset No. Description 315 15A Press (Workcenter 19) Manufacturer Danly Model SC2-1500-132-84 Serial Number ###-###-#### 15A Feedline Manufacturer Automatic Feed Company Model N/A Serial Number 98001-98020 1233 15A Gear work 1319 15A Motor 1926 15A Feedline rebuild 1311 2000 Ton Press (Workcenter 24) Manufacturer Niagra Model SE4-2000-144-90 Serial Number ###-###-#### 2000 Ton Automatic Feedline Manufacturer Automatic Feed Company Serial Number 92022-92029 1488 2000 Ton Motor Rebuild 1844 2000 Ton straightener roll 1354 1000C Press (Workcenter 25) Manufacturer Clearing Model S4-1000-200-80 Serial Number 10-4501 1357 1000C Feedline Manufacturer Automatic Feed Company Model N/A Serial Number 93105-93140 1345 1000 C Bolster Exhibit A (Continued) 1347 1000C Digital Scale 1356 1000C Stacker Manufacturer Automatic Feed Company 1541 1000C Die Cart 1551 1000C Revision EXHIBIT B Situated in the City of Mansfield, County of Richland, and State of Ohio and being a part of the Northwest Quarter Section 23, Township 21, Range 18, more particularly bounded and described as follows: Commencing in the centerline of Grace Street at the Northwest Corner of said Northwest Quarter Section 23; thence South 90 degrees East with said centerline and the North line of said Quarter a distance of 692.90 feet; thence South 0 degrees 38 minutes 09 seconds West a distance of 30.00 feet to an iron pin in the south right-of-way line of Grace Street the place of beginning; thence continuing South 0 degrees 38 minutes 09 seconds West a distance of 1582.52 feet to an iron pin in an existing property corner; thence South 89 degrees 17 minutes 20 seconds East a distance of 192.54 feet to an iron pin; thence North 0 degrees 38 minutes 09 seconds East a distance of 1584.91 feet to an iron pin in the south right-of-way line of Grace Street; thence North 90 degrees West with said South right of way line a distance of 192.56 feet to the Place of Beginning containing 7.00 acres according to survey by Justin A. Seiler Registered Surveyor #4421 on May 28, 1987 but subject to all legal highways and easements of record. PARCEL NO. 028-90-023-02-001 AND Situated in the City of Mansfield, County of Richland, State of Ohio and being a part of the Northwest Quarter of Section 23, Township 21 North, Range 18 West, more fully described as follows: Commencing in the centerline of Grace Street at the northwest corner of said quarter. Thence, South 90 degrees East with said centerline and the north line of said quarter a distance of 885.46 feet; Thence, South, 0 degrees 38 minutes 09 seconds West, passing through an iron pin found at 30.00 feet marking an existing property corner at the southerly right of way of Grace Street, a total distance of 566.91 feet to an iron pin set, the Place of Beginning; Thence, continuing South 0 degrees 38 minutes 09 seconds West with an existing property line, a distance of 1048.00 feet to an iron pin found at an existing property corner: Thence, South 89 degrees 17 minutes 20 seconds East a distance of 56.00 feet to an iron pin set; Thence, North 2 degrees 25 minutes 22 seconds West a distance of 1049.57 feet to the Place of Beginning, containing 0.674 of an acre, according to survey by Justin A. Seiler, Registered Surveyor #4421 on December 1, 1987; The grantee, its successors and assigns does hereby covenant and agree that the parcel of land described in this instrument will not be conveyed independently and separately from any adjoining or contiguous parcel fronting on a public street without the approval of the City of Mansfield Planning Commission. Iron pins set (and found) are 5/8" rods with caps stamped "Seiler, 4421". Bearings are based on an assumed median. PARCEL NO. 028-90-023-02-002 AND Situated in the Township of Madison, County of Richland, and State of Ohio: And being situated in the N.W. Quarter of Section 23, T. 21, R 18 of Madison Township, Richland County, Ohio, and beginning at a point on the East boundary line of Brookline Allotment, at the Northeast corner of lot number 378; thence East and parallel to the centerline of Grace Street, 194.9 feet; thence South and parallel to the East boundary line of Brookline Allotment 500 feet; thence West and parallel to the centerline of Grace Street, 194.9 feet to the East boundary line of Brookline Allotment; thence North, along said East boundary line, 500 feet to the place of beginning, containing 2.23 acres of land, more or less. PARCEL NO. 028-90-106-12-000 AND Situated in the Township of Madison, County of Richland, and State of Ohio: Situated in the N.W. Quarter of Section 23, T 21, R 18 of Madison Township, Richland County, Ohio, and being a part of the Virgil Cates property and begin further described as follows: Beginning at a point on the East boundary line of Brookline Allotment, 500 feet South from the Northeast corner of Lot No. 378; thence East and parallel to the centerline of Grace Street, 194.9 feet; thence South and parallel to the East line of Brookline Allotment, 447 feet; thence West and parallel to the centerline of Grace Street, 194.9 feet to the East line of Brookline Allotment; thence North along said East line, 447 feet to the place of beginning, containing 2.0 acres of land, more or less, as surveyed by Phillip Marcus, Reg. Surveyor No. 4518. AND Situated in the N.W. Quarter of Section 23, T 21, R 18 of Madison Township, Richland County, Ohio and being a part of the Virgil Cates property and being further described as follows: Beginning at a point on the East boundary line of Brookline Allotment, 947 feet South from the N.E. corner of Lot No. 378, said beginning point being 15.4 feet North from the S.E. corner of Lot No. 361; thence East and parallel to the centerline of Grace Street, 194.9 feet; thence South and parallel to the East line of Brookline Allotment, 477.4 feet; thence West and parallel to the centerline of Grace Street, 194.9 feet to the East line of Brookline Allotment at the S.E. corner of Lot No. 352; thence North, along said East line, 477.4 feet to the Place of Beginning. Containing 2.136 acres of land, more or less as surveyed by Phillip Marcus, Registered Surveyor No. 4518. Premises now located in the City of Mansfield, County of Richland and State of Ohio. PARCEL NO. 028-90-106-11-000 -2- B: Situated in the Township of Madison, County of Richland, and State of Ohio: PARCEL 1: Situated in the Northwest Quarter of Section 23, Township 21, Range 18 of Madison Township, Richland County, Ohio, and being further described as follows: Commencing at a point on the east line of Ninth Avenue, 20 feet north from the northwest corner of Lot No. 363 of Brookline Allotment, recorded in Plat Book 11, page 5; thence east with an interior angle of 90 degrees 18 feet to the true place of beginning; thence north with an interior angle of 90 degrees 10 feet; thence east with an interior angle of 90 degrees 229.36 feet; thence south with an interior angle of 90 degrees 10 feet; thence west with an interior angle of 90 degrees 229.36 feet to the place of beginning. Containing 0.053 acres of land and being subject to all easements of record, according to survey by Phillip Marcus, Registered Surveyor No. 4518, dated July 5, 1978. This parcel is now located in the City of Mansfield, Ohio. PARCEL 2: Situated in the Northwest Quarter of Section 23, Township 21, Range 18 of Madison Township (now the City of Mansfield), Richland County, Ohio, and being further described as follows: Commencing at a point on the east line of Brookline Allotment 463.33 feet south from the northwest corner of Lot No. 378 (now known as Lot No. 20919); thence west with an interior angle of 90 degrees 103 feet to a point 18 feet east from the east line of Ninth Avenue; thence south parallel to said east line 322.33 feet to the place of beginning for the parcel herein conveyed; thence east with an interior angle of 90 degrees 259.36 feet; thence south with an interior angle of 90 degrees 20 feet; thence west with an interior angle of 90 degrees 267.36 feet to the east line of Ninth Avenue; thence north along said east line 20 feet; thence east with an interior angle of 90 degrees 18 feet to the place of beginning. -3-
