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Exhibit 99.3
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
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THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (THIS "First Amendment"),
dated as of March 11, 1994, is made by and among SHILOH INDUSTRIES, INC., a
Delaware corporation (the "Company"), MTD PRODUCTS INC, and Ohio corporation
("MTD"), and the individuals signing this Agreement below (the "Original Shiloh
Stockholders").
RECITALS
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A. MTD and the Original Shiloh Stockholders are parties to the Stockholders
Agreement, dated as of June 22, 1993 (the "Stockholders Agreement"), relating to
their respective ownership of the Common Stock, par value $.01 per share, of the
Company. Capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Stockholders Agreement.
B. The parties hereto wish to amend the Stockholders Agreement in order to
remove certain of the Original Shiloh Stockholders from the scope of the
Stockholders Agreement.
C. Section 4.1 of the Stockholders Agreement provides that it may be
amended in whole or in part by a writing that is executed by those Persons
holding at least a majority of the Common Shares held by the members of the
Shiloh Group and the MTD Group, respectively.
AGREEMENTS
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NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Stockholders Agreement.
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The parties hereto agree that as of the date hereof each of the Original
Shiloh Stockholders listed on EXHIBIT A as attached hereto (the "Released
Parties") shall no longer be a party to the Stockholders Agreement, shall no
longer have any rights or obligations under the Stockholders Agreement and shall
no longer be included in the definitions "Shiloh Group" or "Original Shiloh
Group" provided therein.
SECTION 2. Continued Effectiveness of the Stockholders Agreement.
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Notwithstanding anything contained herein, the terms of this First
Amendment are not intended to and do not serve to effect a novation as to the
Stockholders Agreement. Except with respect to the Released Parties, the parties
hereto expressly do not intend to extinguish the Stockholders Agreement. The
Stockholders Agreement as amended by this First Amendment hereby remains in full
force and effect.
SECTION 3. General Provisions.
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3.1 COUNTERPARTS. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
3.2 ENTIRE AGREEMENT. The Stockholders Agreement as amended by this First
Amendment embodies the entire agreement among the parties in relation to its
subject matter.
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IN WITNESS WHEREOF, the Company, MTD and the Original Shiloh Stockholders
have executed this First Amendment as of the day and year first above written.
MTD PRODUCTS INC SHILOH INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
Its: Secretary Its: President
ORIGINAL SHILOH STOCKHOLDERS
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XXXXXXXX X. XXXXXXX TRUST XXXXX X. XXXXXXX TRUST
By: The Richland Bank, By: Society Bank & Trust at
as Trustee Mansfield, as Trustee
By: /s/ Xxxxxx Xxxxx By: /s/ X. X. Xxxxxx
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Title: Vice President & Trust Officer Title: Vice President
XXXX X. XXXXXXX TRUST XXXXXXXX X. XXXXXXX TRUST
By: The Richland Bank, By: Society Bank & Trust at
as Trustee Mansfield, as Trustee
By: /s/ Xxxxxx Xxxxx By: /s/ X. X. Xxxxxx
Title: Vice President & Trust Officer Title: Vice President
XXXXXXXX XXXXXXX XXXXXXX X. XXXXXXX
By: Society Bank & Trust at By: Society Bank & Trust at
Mansfield, as Trustee Mansfield, as Trustee
By: /s/ X. X. Xxxxxx By: /s/ X. X. Xxxxxx
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Title: Vice President Title: Vice President
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Layacona /s/ Xxxxxx X. Xxxxxx
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Xxxxx X. LaYacona Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
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EXHIBIT A
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Released Parties
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Name Shares of Common Stock
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Xxxxxxxx X. Xxxxxxx 58,205
Xxxxx X. LaYacona 58,205
Xxxxxxx X. Xxxxxxx Trust 88,204
Xxxxxxxx Xxxxxxx Trust 85,069
Xxxxxxx X. Xxxxxxx 91,785
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