Exhibit 2
CLOSING AGREEMENT
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This CLOSING AGREEMENT (this "Agreement") is made as of the 31st day of
October, 1999 among Shiloh Industries, Inc., a Delaware corporation (the
"Parent"), Shiloh Automotive, Inc., an Ohio corporation ("Buyer"), and MTD
Products Inc, an Ohio corporation ("Seller").
RECITALS
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WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of
June 21, 1999, among Parent, Buyer and Seller (the "Purchase Agreement"), Seller
agreed to sell, and Buyer agreed to purchase, substantially all of the assets of
the Business (as defined in the Purchase Agreement); and
WHEREAS, Parent, Buyer and Seller desire to enter into this Agreement
to (i) amend certain provisions of the Purchase Agreement and (ii) memorialize
certain other agreements among the parties.
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, Parent, Buyer and Seller hereby
agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms
shall have the meanings given to them in the Purchase Agreement.
2. SECTION 6.4. Section 6.4 of the Purchase Agreement is hereby deleted
and of no further force and effect.
3. WORKING CAPITAL ADJUSTMENT. If the accounts receivable payments from
Ford Motor Company (the "Ford Receivable Payment") dated on or before November
1, 1999 are received by the Division after November 1, 1999, then,
notwithstanding anything in the Purchase Agreement to the contrary, the parties,
in calculating the Closing Net Working Capital, shall take into account such
amount as if the Ford Receivable Payment had been received by the Division on or
prior to November 1, 1999; PROVIDED that (i) the invoices being paid by the Ford
Receivable Payment are being paid in the ordinary course of business on an
unaccelerated basis, and (ii) Seller provides Buyer and Parent with
documentation, in form and substance reasonably satisfactory to Buyer and
Parent, confirming that such invoices are being paid in the ordinary course of
business on an unaccelerated basis.
4. SECTION 6.2(a) AND 6.2(b) OF THE PURCHASE AGREEMENT. (a) The
definitions of Transfer Plan Liabilities for purposes of Sections 6.2(a) and
6.2(b), respectively, of the Purchase Agreement are hereby amended as follows:
"TRANSFER PLAN LIABILITIES" means, for New Plan 1, $4,513,000.
"TRANSFER PLAN LIABILITIES" means, for New Plan 2, $11,105,000. (b) The actual
assets transferred on behalf of the Liverpool Plan and the Parma Plan to New
Plan 1 and New Plan 2, respectively, from Seller's Master Trust shall be an
amount equal to the value of the Master Trust Units held by the Liverpool Plan
and Parma Plan sufficient to satisfy the Transfer Plan Liabilities for both New
Plan 1 and New Plan 2. Such assets shall be a proportionate share of each
investment held by Seller's Master Trust managed by Mellon Trust and Oak
Associates, Inc. ("Managed Assets"). The portion of each investment asset
transferred in kind to New Plan 1 and New Plan 2 shall be determined by
multiplying the aggregate value of such investment assets as of the Closing Date
by a fraction, the numerator of which is the aggregate of $15,618,000 for New
Plan 1 and New Plan 2 and the denominator of which is the aggregate value of all
of the Managed Assets held by the Master Trust as of the Closing Date.
5. CERTAIN EMPLOYEE BENEFIT MATTERS. At the Closing, Parent, Buyer and
Seller shall enter into the letter agreements attached hereto as EXHIBIT A and
EXHIBIT B with respect to welfare benefits and qualified retiree benefits,
respectively, which letter agreements are incorporated by reference into the
Purchase Agreement.
6. LETTER AGREEMENT RELATING TO LAWNMOWER BLADES. At the Closing,
Parent, Buyer and Seller shall enter into the letter agreement attached hereto
as EXHIBIT C relating to the manufacture of lawnmower blades, which letter
agreement is incorporated by reference into the Purchase Agreement.
7. AUTOMOTIVE PARTS - TRANSFER SALES. If, after the Closing, Buyer or
Seller determines that any automotive parts historically produced by Seller at
locations other than at the Division's W. 130th or Liverpool facilities, the
sales of which have been included in the Division's historical financial
statements, such parts shall be deemed to be included on Schedule 4.4(a) as if
such parts had been listed on such schedule at the time the Purchase Agreement
was executed. The price of such newly identified parts shall be determined on
the same basis as the prices on the original Schedule 4.4(a) were determined.
8. CLOSING CONDITION. Parent, Buyer and Seller agree that the Closing
shall occur upon Seller's receipt of the Purchase Price pursuant to Section 2.2,
which shall be the first Business Day after the date hereof. Parent, Buyer and
Seller agree to use the date that the Seller receives the Purchase Price as the
Closing Date on the parties' respective Internal Revenue Service Form 8594. The
transactions contemplated by the Purchase Agreement shall be deemed effective as
of 12:01 a.m. on the Closing Date.
9. INACTIVE HOURLY EMPLOYEES. Pursuant to Section 6.1 of the Purchase
Agreement, Buyer shall hire all hourly employees of the Division who are on
inactive status on the Closing Date (the "Inactive Hourly Employees"). Seller
agrees to promptly reimburse Buyer upon receipt of reasonable documentary
evidence thereof for any and all costs or liabilities incurred by Buyer relating
to the Inactive Hourly Employee until such employees return to active status and
are hired by Buyer.
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10. MISCELLANEOUS.
(a) Except as set forth herein, the Purchase Agreement shall remain
in full force and effect.
(b) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
(c) In the event of a conflict between the terms of this Agreement
and the terms of the Purchase Agreement, the terms of this Agreement
shall control.
(d) This Agreement shall be governed by, and shall be construed and
enforced in accordance with, the law of the State of Ohio without
regard to conflicts of law principles.
(e) The provisions of this Agreement and the Exhibits hereto shall,
for all purposes of the Purchase Agreement, be deemed to be
incorporated by reference into the Purchase Agreement and subject to
all terms of the Purchase Agreement, including Article IX thereof.
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IN WITNESS WHEREOF, each of the undersigned have caused this Agreement
to be duly executed and delivered as of the date first above written.
SHILOH INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President and Chief
Executive Officer
SHILOH AUTOMOTIVE, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
MTD PRODUCTS INC
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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