of the proposed sale of the Oliver farm equipment business to White Motor, subject to the approval of the shareholders of both corporations. The requirement of shareholder approval was expressed in the agreement as follows:

38. The obligations of the parties hereto to carry out this Agreement are subject to the express condition that the holders of at least a majority of the outstanding shares of the capital stock of the Oliver Corporation shall *** have voted in favor of the proposal *** and to the express condition that the shareholders of the White Company * * * shall have approved this Agreement by a majority of the votes cast on the proposal *** and that the total vote cast on the proposal represents over fifty per cent (50%) of the combined voting power of the Preferred Stock and Common Stock of the White Company *

At their respective meetings on October 31, 1960, the shareholders of Old Oliver and White Motor approved the agreement.

The assets comprising the farm equipment business to be transferred from Old Oliver to White Motor were enumerated in paragraph 6 of the agreement, which provided, in pertinent part, as follows:

6. Subject to the conditions herein set forth, The Oliver Corporation agrees to sell and transfer to the White Company, and the White Company agrees to purchase from The Oliver Corporation, all of the following described properties and assets of The Oliver Corporation as of the close of business on the Closing Date, to wit:

(a) All of the inventories (including raw materials, materials in process of manufacture, finished products, spare parts and supplies) owned by The Oliver Corporation and held for sale or use in connection with its farm equipment business

(b) All land and appurtenances thereto, buildings, building fixtures and tangible personal property other than inventories, owned or used by The Oliver Corporation in connection with its farm equipment business *** and all machinery, equipment, jigs, dies, production fixtures, other tools, patterns, drawings, vehicles, and furniture located at said plants or used in connection with its farm equipment business.

(c) All branch real estate *** which is held or used by The Oliver Corporation in connection with its farm equipment business, and all machinery, equipment, jigs, dies, production fixtures, other tools, patterns, drawings, vehicles, and furniture located at The Oliver Corporation's branches, which are held or used by The Oliver Corporation in connection with its farm equipment business, and all furniture and equipment at the home office of The Oliver Corporation.

(d) All books and records of The Oliver Corporation relating to its farm equipment business

(e) All patents, applications for patents, inventions, discoveries, assignable patent licenses, contracts for the payment of royalties to The Oliver Corporation, copyrights, trademarks and trade names owned by The Oliver Corporation and pertaining to or useful in or in connection with its farm equipment business

(f) All good will connected with the farm equipment business of The Oliver Corporation, including, but not limited to, all rights possessed by The Oliver Corporation in and to the name "Oliver."

(g) All of the right, title and interest of The Oliver Corporation in and to contracts made or orders given by The Oliver Corporation in the usual and normal course of business for the purchase by The Oliver Corporation of

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199 materials, parts and factory supplies for use in the manufacture, sale or servicing of farm equipment.

(h) All of the right, title and interest of The Oliver Corporation in and to contracts made or orders received by The Oliver Corporation in the usual and normal course of business for servicing, not completed at the close of business on the Closing Date, of farm equipment, and for the sale by The Oliver Corporation and delivery after the close of business on the Closing Date of farm equipment * * and in and to deposits of money or other property made by customers on the contracts or orders hereinabove in this subparagraph (h) described, or any of them.

(i) All of the right, title and interest of The Oliver Corporation in and to the leases of real estate listed in Exhibit E, hereunto attached and made a part hereof, provided that The Oliver Corporation obtains the consent of the respective Lessors where necessary.

(j) The following prepaid items and supplies to the extent that they relate to the assets to be purchased by the White Company under the foregoing subparagraphs (a), (b), (c), (d), (e), (f), (g), (h), and (i) of this paragraph 6: Merchandising Items

Stationery and Office Supplies

Repair Parts Catalogues

Prepaid Insurance to the extent the insurance is transferable

Costs for Production Tooling

Uncompleted Fixed Assets

Freight and Express Clearings (Collectible Claims)

Postage Stamps and Deposits

Other Prepaid Factory Expenses

Other Prepaid Branch Expenses

Other Prepaid Executive Office Expenses

Except as otherwise provided in options to be granted to the White Company as in this Agreement provided, it is understood and agreed that the properties and assets to be sold to the White Company under this Agreement shall not include any cash, securities or notes or accounts receivable owned by The Oliver Corporation *** nor its crawler tractor business, as defined in the Option Agreement, a copy of which, marked Exhibit F, is hereunto attached and made a part of this Agreement *** nor any property or asset not described in subparagraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), and (j) of this paragraph 6 or in paragraphs 11, 12 and 21 of this Agreement. The phrase "farm equipment business," as used in this Agreement, means the manufacture and sale of products of the type produced in The Oliver Corporation's Battle Creek, Michigan, #1 plant, its Charles City, Iowa, plant, its Shelbyville, Illinois, plant and its South Bend, Indiana, #1 plant, and does not include the manufacture or sale of crawler tractors and allied equipment.

The price which White Motor was required to pay for the farm equipment assets was to be computed in accordance with paragraph 7, which provided, in pertinent part, as follows:

7. Subject to the conditions in this Agreement set forth, the White Company agrees to pay to The Oliver Corporation for all of the properties and assets hereinabove described in subparagraphs (a), (b), (c), (d), (e), (f), (g), (h), and (i) of paragraph 6 of this Agreement, a sum which is equal to the sum of fifty per cent (50%) of the book value, at the close of business on the Closing Date, of the closed South Bend Foundry, plus eighty per cent (80%) of the book value, at the close of business on the Closing Date, of the inventories and, except the closed South Bend Foundry, of the land, land improvements,

buildings and improvements, railroad sidings, machinery and equipment, furniture and fixtures, dies, jigs, fixtures, material handling equipment, patterns, flasks, automobiles, trucks, tractors and other additions in process, purchased by the White Company from The Oliver Corporation under the provisions of this Agreement.

Subject to the conditions in this Agreement set forth, the White Company shall pay the following prices for the prepaid items and supplies described in subparagraph (j) of said paragraph 6, except that the White Company shall not pay any amount for any prepaid item which is applicable to periods of time prior to the close of business on the Closing Date:

Stationery and Office Supplies and Repair Parts Catalogues: fifty per cent (50%) of book value of the inventory at the close of business on the Closing Date;

Freight and Express Clearings (Collectible Claims), Postage Stamps and Deposits, Merchandising Items and Prepaid Insurance: one hundred per cent (100%) of book value at the close of business on the Closing Date;

Costs for Production Tooling, Uncompleted Fixed Assets, Other Prepaid Factory Expenses, Other Prepaid Branch Expenses, Other Prepaid Executive Office Expenses, as follows: one hundred per cent (100%) of book value at the close of business on the Closing Date, if chargeable to customers or vendors, eighty per cent (80%) of such book value if the items are to be capitalized, and one hundred per cent (100%) of book value if the items are cash items. The White Company shall purchase such prepaid items and supplies only to the extent that they relate to the farm equipment business *

Paragraph 8 set forth the method by which White Motor would pay the purchase price and provided, in pertinent part, as follows:

8. The purchase price hereinabove provided for in paragraph 7 shall be paid as follows: The sum of Thirty-one Million Seven Hundred Sixty-seven Thousand Five Hundred Dollars ($31,767,500) shall be paid by the White Company by the delivery, on the Closing Date, to The Cleveland Trust Company, of Cleveland, Ohio, of certificates for six hundred fifty-five thousand (655,000) shares of the Common Stock of the White Company, made out and registered in the name of said The Cleveland Trust Company, or its nominee, to be held and disposed of by said Trust Company as provided in the Trust Agreement, a copy of which, marked "Exhibit G," is hereunto attached and made a part hereof, and The Oliver Corporation and the White Company each agrees on said Closing Date duly to execute said Trust Agreement. As soon as practicable after the Closing Date, the purchase price of the properties and assets described in subparagraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), and (j) of paragraph 6 of this Agreement, at the close of business on the Closing Date, shall be computed in the manner hereinabove in paragraph 7 provided, and thereupon the White Company shall forthwith pay to The Oliver Corporation the unpaid balance, if any, of said purchase price, as so computed, by check payable to the order of The Oliver Corporation. If the said computation shall show that the purchase price is less than Thirty-one Million Seven Hundred Sixty-seven Thousand Five Hundred Dollars ($31,767,500), The Oliver Corporation shall forthwith pay to the White Company by The Oliver Corporation's check the difference between the said purchase price and the said sum of Thirty-one Million Seven Hundred Sixtyseven Thousand Five Hundred Dollars ($31,767,500). If the determination of the said purchase price has not been made by the Seventy-fifth day after the Closing Date, then a payment shall be made on the Eightieth day after the Closing Date, by the White Company or The Oliver Corporation, as the case may be, based on all amounts not in dispute and the payment of any disputed amounts

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thereafter determined to be due shall be made forthwith upon the resolution of the disputes.

The agreement also provided that White Motor would purchase Old Oliver's interest in two foreign subsidiaries, Oliver International, S.A., and the Oliver Corp., Argentina, S.A. The relevant language read as follows:

11. The Oliver Corporation agrees to sell and transfer to the White Company on the Closing Date all of the outstanding capital stock of Oliver International, S.A., and the White Company agrees to pay therefor as provided in this paragraph 11. The White Company will pay to The Oliver Corporation a sum equal to eighty per cent (80%) of the book value (after depreciation) at the close of business on the Closing Date of the machinery, equipment, jigs, dies, production fixtures, other tools, patterns and furniture, owned by Oliver International, S.A.

12. The White Company agrees to purchase from The Oliver Corporation, and The Oliver Corporation agrees to sell to the White Company, all of the outstanding capital stock of The Oliver Corporation, Argentina, S.A. for a price equal to the cash held by said The Oliver Corporation, Argentina, S.A. at the close of business on the Closing Date, and uncollected royalties receivable from La Cantabrica, S.A. an Argentine corporation, with respect to sales made prior to the close of business on the Closing Date less the obligations of The Oliver Corporation, Argentina, S.A., at the close of business on the Closing Date. ***

Old Oliver agreed to change its corporate name in the following provision:

24. The Oliver Corporation agrees to consent, on the Closing Date, to the use of the name "The Oliver Corporation," or any name including the word "Oliver," by the White Company or any subsidiary thereof, and promptly to change its own name to a name not containing the word "Oliver." *

The agreement expressly stated that it represented the entire agreement between the parties:

50. This Agreement contains the entire Agreement between the parties hereto with respect to the transactions herein contemplated, and supersedes all prior agreements or understandings between the parties hereto relating to the subject matter hereof. This Agreement is not made for the benefit of any person except the parties to this Agreement.

The block of 655,000 shares of common stock transferred pursuant to the agreement represented approximately 24 percent of the White Motor common stock outstanding after the exchange with Old Oliver was completed. Except for this block of shares, no shareholder or affiliated group of shareholders of White Motor owned as much as 10 percent of its voting stock. Although Old Oliver intended to distribute the White Motor common stock to its shareholders if favorable tax treatment could be assured, White Motor was still concerned about concentrating so many shares of its voting stock in one block. This concern caused White Motor to insist that the block of shares be delivered directly to a trust rather than to Old Oliver, and that the trust agreement be written to ensure a wide distribution of the stock. The

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trust agreement which resulted from these demands included the following provisions:

WHEREAS, Oliver and White desire to create this Trust for the purpose of assuring that said shares of Common Stock of White (together with all additional shares of Common Stock of White, if any, which may be declared and paid as a dividend thereon) shall be either distributed to the shareholders of Oliver as hereinafter provided or sold in a public offering as hereinafter provided; and

Upon written request of Oliver, the Trustee shall make available from time to time to Oliver all or any part of the shares of Common Stock of White hereinbefore referred to then held by the Trustee under this Agreement for either or both of the following purposes, but only for the following purposes, to wit:

(a) For distribution to Oliver's stockholders in proportion to their respective holdings of Common Stock of Oliver *

(b) For sale in a public offering under which the Trustee shall make delivery thereof to underwriters at the principal office of the Trustee, upon the written instruction of Oliver acknowledging receipt from the underwriters of the consideration to be paid by the underwriters therefor, subject to fulfillment of the following conditions, namely:

(i) Receipt by the Trustee at the time of such delivery of an executed copy of an underwriting agreement between Oliver and the underwriters, covering the shares of Common Stock of White to be delivered, which underwriting agreement shall contain a covenant on the part of the underwriters, reading substantially as follows:

"The Underwriters agree that if, during the distribution of said Common Stock, any Underwriter receives an order for more than 10,000 shares from any purchaser such Underwriter will notify the Representative of the Underwriters and the Representative will notify The White Motor Company of the receipt of such order and such Underwriter will not, without the approval of The White Motor Company, fill such order in excess of 10,000 shares."

In case Oliver, within 32 months after the date of this Agreement, shall not have disposed of, as in this Agreement provided, all of the Common Stock of White held by the Trustee hereunder, White, at any time thereafter, may serve written notice on Oliver that White desires to have all of the said stock disposed of either by distribution to the stockholders of Oliver as hereinbefore provided, or by sale in a public offering as hereinbefore provided. *** Oliver shall be deemed to have authorized White to make such disposition as Oliver's agent. * *

The Trustee, during the life of the Trust in this Trust Agreement set forth, shall have power and authority to collect and receive all dividends payable on the said Common Stock of White held by it, and promptly upon receipt thereof, shall remit said dividends to Oliver, provided, however, that any stock of White received by the Trustee by virtue of its record ownership of the Common Stock of White held by it hereunder shall be held and disposed of in the same manner as in this Trust Agreement provided with respect to the Common Stock originally deposited hereunder.

The trust agreement also provided an elaborate arrangement designed to ensure that during the term of the trust the trustee would vote the block of White Motor shares according to the instructions of Old