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Exhibit 10.4
BRIGGS & STRATTON
CORPORATION
Form 10-Q for Quarterly
Period Ended December 30, 2007
CLASS B PREFERRED SHARE
REDEMPTION AGREEMENT
CLASS B PREFERRED SHARE
REDEMPTION AGREEMENT
This Agreement is entered
into and to be effective as of November 21, 2007 (the “
Effective Date ”) by and between METAL TECHNOLOGIES
HOLDING COMPANY, INC. , a Delaware corporation with its
principal offices at 1401 S. Grandstaff Drive, Auburn, IN 46706
(hereinafter “ MTHC ”), and BRIGGS &
STRATTON CORPORATION , a Wisconsin corporation with its
principal offices at 12301 W. Wirth Street, Wauwatosa, Wisconsin
53222-2110 (hereinafter “ B&S ” or “
Seller ”).
RECITALS:
A. B&S owns all of the
issued and outstanding Class B Preferred Shares of MTHC (the
“ Preferred Shares ”), which consist of 45,000
shares with a par value of $1.00 per share. As holder of the
Preferred Shares, B&S has certain special shareholder rights
pursuant to MTHC’s Articles of Incorporation and other
agreements.
B. A long term Supply
Agreement (the “ Supply Agreement ”) exists
between B&S, as buyer, and Metal Technologies, Inc., a
wholly-owned subsidiary of MTHC, as the seller. The Supply
Agreement has been contemporaneously re-stated with the execution
of this Agreement, and helps assure B&S of a reliable source
for gray and ductile iron castings in its NAFTA markets, and helps
assure MTHC that it or its subsidiaries or commonly-owned
affiliates will be the supplier of a volume of business that will
assist it in fulfilling the financial obligations of this
Agreement.
C. MTI desires to purchase
and B&S desires to sell the Preferred Shares on the terms set
forth herein (which purchase and sale are hereinafter referred to
as the “ Redemption ”).
AGREEMENT
SECTION 1. REDEMPTION OF PREFERRED
SHARES
MTHC agrees to redeem from Seller, and
Seller agrees to put for redemption to MTHC, not later than
January 31, 2008, forty-five thousand (45,000) shares of
the issued and outstanding Preferred Shares of MTHC, the same being
all of the issued and outstanding Preferred Shares, in accordance
with the terms and conditions of this Agreement.
SECTION 2. PURCHASE PRICE AND TERMS
OF PAYMENT
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2.1 |
Purchase Price. The Purchase Price for the Preferred
Shares shall be calculated as follows: |
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a. |
the parties stipulate that the value of the Preferred Shares
with accumulated dividends as of June 30, 2007, was
$70,547,000. |
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b. |
On the Closing Date, the increase in the value of the Preferred
Shares since June 30, 2007, shall be determined by multiplying
$70,547,000 x 0.08, thus: |
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[
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number of elapsed days |
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$70,547,000 x . 08
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between
June 30, 2007 |
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=
Increase in Value |
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365
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and the
Closing Date |
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This Increase in Value shall
be added to $70,547,000 and the total shall be multiplied by 90% to
arrive at the Purchase Price.
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c. |
The Purchase Price shall be apportioned between a payment to
redeem the Preferred Shares and a payment of accrued dividends on
such shares as follows: (i) the 10% discount reflected in
(b) above shall be subtracted from $45,000,000 and the result
shall be the amount of the Purchase Price that is apportioned to
redeem the Preferred Shares, and (ii) the balance of the
Purchase Price shall be allocated to and paid in respect of all
accrued dividends on the Preferred Shares, including the dividends
previously declared but unpaid as of the Closing Date. |
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2.2 |
Terms of Payment. The Purchase Price shall be paid by
MTHC in cash by wire transfer of immediately available funds to
B&S’s designated account on the Closing Date. |
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2.3 |
Closing. The Redemption shall take place not later than
January 31, 2008, at 1401 S. Grandstaff Drive, Auburn, Indiana
46706, with the exact date and time to be agreed by the
parties. |
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2.4 |
B&S Closing Documents. At the Closing, Seller shall
deliver to MTHC the certificate representing the Preferred Shares,
duly endorsed for transfer on the books of MTHC, together with any
other documents necessary in order to transfer these shares to
MTHC. |
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2.5 |
MTHC’s Closing Documents. At the Closing, MTHC
shall del |
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