MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

MASTER ASSET PURCHASE AGREEMENT
BY AND BETWEEN
CATERPILLAR GLOBAL MINING LLC
AND
FINNING INTERNATIONAL INC.
January 17, 2012

TABLE OF CONTENTS
(continued)
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Page
1. Purchase and Sale; Consideration...................................................................................... 1
1.1 Acquisition of Assets ............................................................................................. 1
1.2 Consideration ......................................................................................................... 2
1.3 Assumed Liabilities ............................................................................................... 5
1.4 Allocation of Purchase Price.................................................................................. 7
1.5 Procedure for Assignment of Certain Assets......................................................... 7
1.6 Retained Payables; Proration of Expenses............................................................. 8
2. Closing; Termination .........................................................................................................8
2.1 Time and Place; Initial Closing and Canada Closing ............................................ 8
2.2 Initial Closing Deliveries ....................................................................................... 9
2.3 Termination.......................................................................................................... 10
2.4 Effect of Termination........................................................................................... 11
3. Representations and Warranties of Seller........................................................................ 11
3.1 Due Organization; Power..................................................................................... 11
3.2 Due Authorization and Execution........................................................................ 12
3.3 No Conflict; Required Consents and Approvals.................................................. 12
3.4 Licenses................................................................................................................ 14
3.5 No Litigation........................................................................................................ 14
3.6 Contracts .............................................................................................................. 14
3.7 Real Property ....................................................................................................... 15
3.8 Employment Matters............................................................................................ 16
3.9 Environmental Matters......................................................................................... 17
3.10 Taxes.................................................................................................................... 17
3.11 Tax Registrations ................................................................................................. 18
3.12 Exclusive Dealer Arrangements .......................................................................... 18
3.13 Assets ................................................................................................................... 18
3.14 Compliance with Laws ........................................................................................ 19
3.15 Brokers................................................................................................................. 19
3.16 No Other Representations or Warranties ............................................................. 19
4. Representations and Warranties of Buyer........................................................................ 19

TABLE OF CONTENTS
(continued)
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Page
4.1 Due Organization; Power..................................................................................... 19
4.2 Due Authorization and Execution........................................................................ 19
4.3 No Conflict; Required Consents and Approvals.................................................. 20
4.4 Due Diligence Investigation ................................................................................ 21
4.5 No Litigation........................................................................................................ 21
4.6 Financing.............................................................................................................. 21
4.7 Tax Registrations ................................................................................................. 21
4.8 Brokers................................................................................................................. 21
4.9 No Other Representations or Warranties ............................................................. 21
5. Taxes................................................................................................................................ 22
5.1 Proration............................................................................................................... 22
5.2 Transfer Taxes ..................................................................................................... 23
5.3 Sales Tax Clearance Certificate........................................................................... 23
5.4 Tax Cooperation................................................................................................... 23
5.5 Value Added Tax. ................................................................................................ 24
6. Covenants......................................................................................................................... 24
6.1 Conduct of Business ............................................................................................ 24
6.2 Preparation for Closing........................................................................................ 26
6.3 Further Assurances............................................................................................... 27
6.4 Covenants Regarding Information and Access to Employees............................. 27
6.5 Consents............................................................................................................... 28
6.6 Initial Closing Employee Matters ........................................................................ 28
6.7 MARCs ................................................................................................................ 30
6.8 Pre-Closing Warranty Liabilities ......................................................................... 30
6.9 Support Programs; Dealer/Bucyrus Orders ......................................................... 31
6.10 Bucyrus Guaranties.............................................................................................. 32
6.11 Misdirected Payments and Assets........................................................................ 32
6.12 Notification .......................................................................................................... 32
6.13 Shared Contracts .................................................................................................. 34
6.14 Insurance Policies ................................................................................................ 36

TABLE OF CONTENTS
(continued)
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Page
6.15 Vehicle Titles....................................................................................................... 36
6.16 Inventory Returns................................................................................................. 36
6.17 Refurbishment...................................................................................................... 36
6.18 Transferred Prime Product Orders; Retained Orders........................................... 37
6.19 Initial Closing TSAs; Canada Closing TSAs....................................................... 38
7. Conditions Precedent to the Obligations of Buyer .......................................................... 38
7.1 Representations; Warranties; Covenants ............................................................. 38
7.2 Closing Certificate ............................................................................................... 39
7.3 Legality; Litigation .............................................................................................. 39
7.4 No Material Adverse Effect................................................................................. 39
7.5 Deliveries ............................................................................................................. 39
7.6 Mandatory Antitrust Approvals ........................................................................... 39
8. Conditions Precedent to the Obligations of Seller........................................................... 39
8.1 Representations; Warranties; Covenants ............................................................. 39
8.2 Closing Certificate ............................................................................................... 39
8.3 Legality; Litigation .............................................................................................. 40
8.4 Deliveries ............................................................................................................. 40
8.5 Mandatory Antitrust Approvals ........................................................................... 40
9. Indemnification................................................................................................................ 40
9.1 Seller’s Indemnification of Buyer........................................................................ 40
9.2 Buyer’s Indemnification of Seller........................................................................ 41
9.3 Limitations ........................................................................................................... 42
9.4 Notice................................................................................................................... 45
9.5 Defense ................................................................................................................ 46
9.6 No Duplicate Recovery........................................................................................ 46
9.7 Survival of Representations and Warranties........................................................ 47
9.8 Adjustment of Purchase Price.............................................................................. 47
9.9 GST/HST Gross Up ............................................................................................. 47
10. Miscellaneous .................................................................................................................. 47
10.1 Successors and Assigns; No Assignment ............................................................ 47

TABLE OF CONTENTS
(continued)
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Page
10.2 Notices ................................................................................................................. 47
10.3 Entire Agreement; Amendment; Waiver ............................................................. 49
10.4 Severability .......................................................................................................... 49
10.5 Counterparts; Facsimile Signatures ..................................................................... 49
10.6 Third Party Beneficiaries ..................................................................................... 49
10.7 Public Announcements; Confidentiality.............................................................. 49
10.8 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction .......................... 50
10.9 Expenses .............................................................................................................. 50
10.10 Bulk Sales Law .................................................................................................... 51
10.11 Certain Matters of Construction........................................................................... 51
10.12 Definitions............................................................................................................ 51

Exhibits
Exhibit A-1 Canada Territories
Exhibit A-2 Initial Closing Territories
Exhibit B Form of Initial Closing Transfer Documents
Exhibit C-1 Form of Initial Closing TSA – Buyer
Exhibit C-2 Form of Initial Closing TSA – Seller
Exhibit C-3 Form of Initial Closing TSA – Iquique Property
Exhibit C-4 Form of Initial Closing TSA – Technical Library in Antofagasta
Exhibit D Form of Consignment Agreement
Exhibit E Accounting Principles
Exhibit F Form of WIP Schedule
Exhibit G Retained WIP and Retained Orders TSAs Principles
Exhibit Z Relevant Antitrust Jurisdictions
Schedules
Schedule A Certain Bucyrus Entities
Schedule B Products
Schedule 1.1(a) Acquired Assets
Schedule 1.1(b) Excluded Assets
Schedule 1.3(a) Certain Assumed Liabilities
Schedule 1.3(b) Scheduled Matters
Schedule 1.4 Preliminary Allocation of Purchase Price
Schedule 2.2(b)(iv) Liens to be Discharged
Schedule 6.6(a) Initial Closing Employees
Schedule 6.7(a) MARCs
Schedule 6.7(b) MARC Integration Contract Support Principles
Schedule 6.8 Bucyrus Warranties
Schedule 6.13(a) Shared Contracts
Schedule 6.18 Transferred Prime Product Orders
Disclosure Schedule
Section 3.3(a)(iii) No Conflicts
Section 3.3(b) Seller Required Consents
Section 3.4 Licenses
Section 3.5 Litigation
Section 3.6(a) Material Contracts
Section 3.6(b) Certain Material Contracts Matters
Section 3.7(a) Real Property Matters
Section 3.8 Employment Matters
Section 3.9 Environmental Matters
Section 3.10 Tax Matters
Section 3.12 Exclusive Dealer Arrangements
Section 3.13 Title to Assets
Section 3.14 Compliance with Laws
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MASTER ASSET PURCHASE AGREEMENT
THIS MASTER ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into
as of January 17, 2012, by and between Caterpillar Global Mining LLC (f/k/a Bucyrus
International, Inc.), a limited liability company organized under the laws of Delaware (“Seller”),
and Finning International Inc., a corporation organized under the federal laws of Canada
(“Buyer”).
RECITALS
WHEREAS, Buyer desires to purchase, and cause certain of its Affiliates designated by
it, including the Chile Buyer (the “Buyer Parties”), to purchase, and Seller desires to sell, and
cause certain of its Affiliates designated by it, including Chile Seller (the “Seller Parties”) to sell,
certain assets related to the Local Distribution Businesses (as defined herein), on the terms and
conditions set forth in this Agreement; and
WHEREAS, simultaneously with the execution and delivery of this Agreement,
Caterpillar Mining Canada ULC, an Affiliate of Seller (the “Canada Seller”), and Buyer have
entered into that certain Canada Asset Purchase Agreement, dated as of the date hereof (the
“Canada Purchase Agreement”), which sets forth certain additional terms and conditions relating
to the purchase and sale of the Canada Acquired Assets and the assumption of the Canada
Assumed Liabilities.
NOW, THEREFORE, in consideration of the recitals and of the mutual promises made
below, the parties hereto (each a “Party” and collectively, the “Parties”) agree as follows:
1. Purchase and Sale; Consideration.
AGREEMENT
1.1 Acquisition of Assets. On the terms and subject to the conditions herein, at the
Initial Closing or the Canada Closing (as applicable in accordance with Section 2.1), Seller shall
sell, assign, transfer and convey to Buyer and the applicable Buyer Parties, and shall cause the
applicable Seller Parties to sell, assign, transfer and convey to Buyer and the applicable Buyer
Parties, and Buyer shall purchase and take assignment from Seller and the applicable Seller
Parties, and shall cause the applicable Buyer Parties to purchase and take assignment from Seller
and the applicable Seller Parties, all of Seller’s and the applicable Seller Parties’ right, title and
interest in and to the Acquired Assets, free from any Liens (other than Permitted Liens). Buyer
and the Buyer Parties are acquiring only the Acquired Assets. All assets, properties and rights of
Seller or any of its Affiliates not included in the Acquired Assets, whether or not related to the
Local Distribution Businesses, are not being acquired by Buyer or the Buyer Parties
(collectively, the “Excluded Assets”). Without limiting the generality of the immediately
preceding sentence, the Excluded Assets include any and all capital stock, equity interests or
other securities, cash, checks, bank accounts, notes, tax refunds and credits and other similar
rights to receive payments from others (whether or not then billed or billable), customer
advances, governing documents, minute books or similar records, ownership records, Tax
Returns, Intellectual Property, the Excluded Inventory, the Excluded Accounts Receivable, the
Excluded Equipment, the Excluded Contracts, the Excluded Other Current Assets and, without
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limiting the generality of the foregoing, the other assets, properties and rights listed or described
on Schedule 1.1(b). For the avoidance of doubt, neither Seller nor the Seller Parties shall sell,
assign, transfer or convey, and Buyer and the Buyer Parties shall not purchase or take assignment
of, the Canada Acquired Assets until the Canada Closing.
1.2 Consideration.
(a) Purchase Price and Closing Payment. The aggregate consideration for the
Acquired Assets is $465,000,000 (the “Base Purchase Price”). The Base Purchase Price shall be
payable as follows: (i) at the Initial Closing, Buyer shall pay to Seller and the Seller Parties (as
applicable) in accordance with Section 2.2(a)(i) hereof an amount equal to $306,000,000 (the
“Base Initial Closing Purchase Price”, and, as adjusted pursuant to Section 1.2(b), the “Initial
Closing Purchase Price”); and (ii) at the Canada Closing in accordance with the Canada Purchase
Agreement (and without duplication of the payment described in Section 1.2 thereof), Buyer
shall pay to Seller and the Seller Parties (as applicable) an amount equal to $159,000,000 (the
“Base Canada Purchase Price”, and, as adjusted pursuant to the Canada Purchase Agreement, the
“Canada Purchase Price”).
(b) Initial Closing Inventory Count; Purchase Price Adjustment.
(i) Buyer and Seller shall cooperate to conduct a physical count of the
Initial Closing Acquired Inventory (the “Initial Closing Inventory Count”). The Initial Closing
Inventory Count shall be conducted in accordance with the Accounting Principles.
(ii) Within forty-five (45) days after the Initial Closing Date, Seller
shall prepare and deliver to Buyer an unaudited statement (the “Initial Closing Statement”) of
(w) the Initial Closing Net Working Capital, which shall be prepared in accordance with the
Accounting Principles and, in the case of the Initial Closing Acquired Inventories, shall be based
upon the Initial Closing Inventory Count, (x) the amount of the accrued but unused Initial
Closing Employee Entitlements as of the Initial Closing as determined in accordance with the
Accounting Principles (the “Accrued Initial Closing Employee Entitlements”), (y) the amount of
the accrued but unpaid Initial Closing Bonus Entitlements as of the Initial Closing as determined
in accordance with the Accounting Principles (the “Accrued Initial Closing Bonus Entitlements”)
and (z) (1) the aggregate amount of the Initial Closing Severance Amounts as of the Initial
Closing as determined in accordance with the Accounting Principles, less (2) the Chilean
Employee Loan Amount (such difference, the “Initial Closing Severance Entitlements”). Seller
shall make available to Buyer on delivery of the Initial Closing Statement copies of the work
papers and back-up materials used by Seller in preparing the Initial Closing Statement and such
other documents, in each case as Buyer may have reasonably requested in connection with its
review thereof (collectively, the “Initial Closing Supplementary Material”). Seller will
subsequently make available promptly on Buyer’s request such additional documents or
information reasonably related to the preparation of the Initial Closing Statement and/or the
calculation of the Initial Closing Net Working Capital, in each case, as Buyer may reasonably
request in connection with its review thereof.
(iii) Within forty-five (45) days after Buyer’s receipt of the Initial
Closing Statement and all Initial Closing Supplementary Material, Buyer shall have the right to
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deliver to Seller a written statement specifying any objections to the Initial Closing Statement. If
Buyer does not deliver any such statement within such 45-day period, the Initial Closing
Statement shall become final and binding upon all Parties and judgment may be obtained and
entered thereon. If Buyer does deliver such statement within such 45-day period containing any
objections to the Initial Closing Net Working Capital, the Accrued Initial Closing Employee
Entitlements, the Accrued Initial Closing Bonus Entitlements or the Initial Closing Severance
Entitlements as set forth in the Initial Closing Statement, then (x) whichever of the Initial
Closing Net Working Capital, the Accrued Initial Closing Employee Entitlements, the Accrued
Initial Closing Bonus Entitlements or the Initial Closing Severance Entitlements as set forth in
the Initial Closing Statement as to which Buyer shall not have stated any objection (if any) shall
become final and binding upon all Parties and judgment may be obtained and entered thereon
and (y) with respect to any of the Initial Closing Net Working Capital, the Accrued Initial
Closing Employee Entitlements, the Accrued Initial Closing Bonus Entitlements or the Initial
Closing Severance Entitlements as set forth in the Initial Closing Statement as to which Buyer
shall have stated any objection, if the Parties cannot resolve such objections within thirty (30)
days after Seller’s receipt thereof (or such longer period as Buyer and Seller agree in writing), at
the request of either Seller or Buyer, any remaining disputes shall be resolved by Ernst & Young
LLP or another internationally recognized independent accounting firm mutually agreed upon by
Seller and Buyer (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve
such disputes within thirty (30) days after its appointment and shall resolve such disputes in
accordance with the Accounting Principles and based solely on the presentations of Buyer and
Seller as to the calculation of the disputed items and by selecting an amount for each disputed
item that is not greater than the highest, or less than the lowest, amount applicable to such
disputed item based on such presentations. The resolution of such disputes by the Accounting
Firm shall be set forth in writing and shall be final and binding upon all Parties, and the
applicable portion of the Initial Closing Statement, as modified by such resolution, shall become
final and binding upon the date of such resolution and judgment may be obtained and entered
thereon. The fees and expenses of the Accounting Firm shall be paid fifty percent (50%) by
Seller and fifty percent (50%) by Buyer.
(iv) Payment of Initial Closing Net Working Capital Adjustment
Amount. If the Final Initial Closing Net Working Capital is greater than the Upper End Target
Initial Closing Working Capital, the Base Initial Closing Purchase Price shall be increased by the
amount by which the Final Initial Closing Net Working Capital exceeds the Upper End Target
Initial Closing Working Capital, and Buyer shall wire the amount of such difference between the
Final Initial Closing Net Working Capital and the Upper End Target Initial Closing Working
Capital to an account designated in writing by Seller in immediately available funds within two
(2) Business Days after the date that the Final Initial Closing Net Working Capital is determined.
If the Final Initial Closing Net Working Capital is less than the Lower End Target Initial Closing
Working Capital, the Base Initial Closing Purchase Price shall be decreased by the amount by
which the Lower End Target Initial Closing Working Capital exceeds the Final Initial Closing
Net Working Capital, and Seller shall wire the amount of such difference between the Lower
End Target Initial Closing Working Capital and the Final Initial Closing Net Working Capital to
an account designated in writing by Buyer in immediately available funds within two (2)
Business Days after the date that the Final Initial Closing Net Working Capital is determined.
For the avoidance of doubt, if the Final Initial Closing Net Working Capital is less than or equal
to the Upper End Target Initial Closing Working Capital but greater than or equal to the Lower
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End Target Initial Closing Working Capital, there will be no adjustment to the Base Initial
Closing Purchase Price pursuant to this Section 1.2(b)(iv).
(v) Adjustment for Accrued Initial Closing Employee Entitlements.
Seller shall wire the amount of the Accrued Initial Closing Employee Entitlements as finally
determined pursuant to this Section 1.2(b), (which amount shall be grossed up to adjust for tax
obligations undertaken by Buyer and any other payments or contributions required to be paid by
Buyer to any Governmental Authority or any other Person in connection with the payment of the
Accrued Initial Closing Employee Entitlements as finally determined to the Initial Closing
Employees but, for the avoidance of doubt, excluding any amounts required to be withheld or
deducted from amounts paid to the Initial Closing Employees), to an account designated in
writing by Buyer in immediately available funds within two (2) Business Days after the date that
the amount of the Accrued Initial Closing Employee Entitlements is finally determined pursuant
to this Section 1.2(b).
(vi) Adjustment for Accrued Initial Closing Bonus Entitlements. Seller
shall wire the amount of the Accrued Initial Closing Bonus Entitlements as finally determined
pursuant to this Section 1.2(b) (which amount shall be grossed up to adjust for tax obligations
undertaken by Buyer and any other payments or contributions required to be paid by Buyer to
any Governmental Authority or any other Person in connection with the payment of the Accrued
Initial Closing Bonus Entitlements as finally determined to the Initial Closing Employees but, for
the avoidance of doubt, excluding any amounts required to be withheld or deducted from
amounts paid to the Initial Closing Employees), to an account designated in writing by Buyer in
immediately available funds within two (2) Business Days after the date that the amount of the
Accrued Initial Closing Bonus Entitlements is finally determined pursuant to this Section 1.2(b).
(vii) Adjustment for Initial Closing Severance Entitlements. Seller shall
wire the amount of the Initial Closing Severance Entitlements as finally determined pursuant to
this Section 1.2(b) (which amount shall be grossed up to adjust for tax obligations undertaken by
Buyer and any other payments or contributions required to be paid by Buyer to any
Governmental Authority or any other Person in connection with the payment of the Initial
Closing Severance Entitlements as finally determined to the Initial Closing Employees but, for
the avoidance of doubt, excluding any amounts required to be withheld or deducted from
amounts paid to the Initial Closing Employees), to an account designated in writing by Buyer in
immediately available funds within two (2) Business Days after the date that the amount of the
Initial Closing Severance Entitlements is finally determined pursuant to this Section 1.2(b).
(viii) Cooperation and Access to Books and Records. Buyer and Seller
shall, and shall cause the Buyer Parties and the Seller Parties respectively to, cooperate in good
faith and assist each other in the finalization of the Initial Closing Statement, including the
making available to the extent reasonably necessary of books, records, working papers and
personnel.
(ix) Adjustment to Base Canada Purchase Price. The Canada Purchase
Price shall be subject to a separate adjustment following the Canada Closing in accordance with
the Canada Purchase Agreement and without duplication of any asset or liability that is taken
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into account in connection with the determination of Initial Closing Net Working Capital
hereunder.
(x) In the event that prior to the Initial Closing Date, Buyer and Seller
mutually determine that the aggregate value of the Initial Closing Acquired Inventories and the
Initial Closing Acquired Other Current Assets would be less than the Midpoint Target Initial
Closing Working Capital (such difference, the “Midpoint Shortfall”), Buyer and Seller may (i)
identify Accounts Receivable in an aggregate value that does not exceed the Midpoint Shortfall,
(ii) execute documentation effecting the assignment of such Accounts Receivable from Seller or
the applicable Seller Party to Buyer or the applicable Buyer Party and (iii) provide that any
obligation of Seller to make any payment pursuant to Section 1.2(b)(iv) shall be deemed to be
satisfied to the extent of the aggregate value of such Accounts Receivable so transferred;
provided, that neither Seller nor Buyer shall have any obligation to agree to take any of the
actions described in clauses (i) through (iii) of this sentence and the taking of any such actions
shall only occur upon terms and conditions as Seller and Buyer may mutually agree.
(c) Withholding. Buyer shall be entitled to deduct and withhold from any
consideration otherwise payable pursuant to this Agreement such amounts as it is required to
deduct and withhold with respect to the making of such payment under applicable tax law, as
determined by Buyer acting reasonably; provided, however, that (i) before making any such
deduction or withholding, Buyer shall give Seller notice of the intention to make such deduction
or withholding (such notice, which shall summarize the authority, basis and method of
calculation for the proposed deduction or withholding, shall be given at least a commercially
reasonable period of time before such deduction or withholding is required in order for Seller
and the Seller Parties (as applicable) to obtain reduction of or relief from such deduction or
withholding, if available), (ii) Buyer shall, and shall cause the applicable Buyer Parties to,
cooperate with Seller and the Seller Parties (as applicable) to the extent reasonably requested in
efforts to obtain reduction of or relief from such deduction or withholding and (iii) Buyer shall
timely remit to the appropriate Governmental Authority any and all amounts so deducted or
withheld and timely file all Tax Returns in respect of these amounts and timely provide to Seller
and the Seller Parties (as applicable) withholding tax receipts and such information statements
and other documents required to be filed or provided under applicable tax law. To the extent that
amounts are so withheld or paid over to or deposited with the relevant Governmental Authority
by Buyer, such amounts shall be treated for all purposes of this Agreement as having been paid
to Seller and the Seller Parties (as applicable) in respect of such deduction and withholding.
1.3 Assumed Liabilities.
(a) Buyer shall, and shall cause the Buyer Parties to, at the Initial Closing or
the Canada Closing (as applicable in accordance with Section 2.1), assume and agree to fully
perform and discharge when due the following Liabilities of Seller and its Affiliates
(collectively, the “Assumed Liabilities”), and only such Liabilities and no others:
(i) subject to Sections 6.7, 6.8, 6.9, 6.13, 6.18, 9.1(a) (with respect to
Section 3.6), 9.1(e), 9.1(f) and 9.1(g), any Liability to Seller’s or any of the Bucyrus Entities’
customers to furnish products, parts or services after the Initial Closing or the Canada Closing (as
applicable in accordance with Section 2.1) in respect of the Local Distribution Businesses for
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customer orders (other than the Retained Orders) outstanding as of the Initial Closing or the
Canada Closing (as applicable in accordance with Section 2.1);
(ii) subject to Sections 1.6, 6.7, 6.8, 6.9, 6.13, 6.18, 9.1(a) (with
respect to Section 3.6), 9.1(e), 9.1(f) and 9.1(g), any Liability under the Assumed Contracts;
(iii) subject to Section 6.8, any Liability for warranties, returns, repairs
or rebates for products, parts or services sold in the Territories before the Initial Closing or the
Canada Closing (as applicable in accordance with Section 2.1) by Seller or any of the Bucyrus
Entities or their respective dealers under the Bucyrus Warranties (such Liability to be
administered in accordance with the standard warranty administration processes of the Bucyrus
Entities in effect from time to time applicable to the Local Distribution Businesses in the
applicable portion of the Territories);
(iv) any Liability with respect to the Transferred Employees
(hereinafter defined) for which Buyer or any of the Buyer Parties is responsible pursuant to
Sections 6.6(d), (e), (f) and (g) of this Agreement or the Canada Purchase Agreement;
(v) any Liability for Taxes for which Buyer or any of the Buyer Parties
is responsible pursuant to Article 5 of this Agreement or the Canada Purchase Agreement; and
(vi) the other Liabilities of Seller and its Affiliates described on
Schedule 1.3(a) and any Liabilities of Seller and its Affiliates of the same type and nature as
those described on Schedule 1.3(a) incurred in the ordinary course of business between the date
of this Agreement and the Initial Closing or the Canada Closing (as applicable in accordance
with Section 2.1), in each case in respect of the Local Distribution Businesses.
For the avoidance of doubt, the term “Assumed Liabilities” shall include the Canada Assumed
Liabilities, and the categories of Assumed Liabilities set forth in the foregoing clauses (i)
through (vi) shall include the respective corresponding categories of Canada Assumed Liabilities
(it being understood that the Canada Assumed Liabilities will not be assumed by Buyer and/or
the Buyer Parties until the Canada Closing).
(b) Notwithstanding anything to the contrary contained in this Agreement, any
schedule or exhibit hereto or any certificate, instrument or other document delivered by either
Party pursuant hereto, the Parties acknowledge that neither Buyer nor any of the Buyer Parties
shall assume or be obligated to pay, perform or otherwise discharge any Liability of Seller or any
of the Seller Parties that relates to the Local Distribution Businesses but is not expressly assumed
in Section 1.3(a) herein, including any such Liability (of any kind, character or description
whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or
unmatured, and currently existing or hereinafter arising) to the extent relating to (i) the Excluded
Assets, (ii) any Taxes attributable to the Initial Closing Pre-Closing Tax Period or arising as a
consequence of the disposition of Acquired Assets by the Seller Parties, including any successor
or derivative liability for such Taxes (including pursuant to article 71 of the Chilean Tax Code of
Decree Law No. 830) or, in the case of such Taxes to the extent relating to the Canada Business,
the Canada Pre-Closing Tax Period or arising as a consequence of the disposition of Acquired
Assets by the Seller Parties, or any prior tax periods, in each case, except as provided in Article 5
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or the Canada Purchase Agreement or (iii) any claim, litigation or proceeding unrelated to the
Assumed Liabilities, including any Scheduled Matter (collectively, the “Retained Liabilities”).
Seller shall, and shall cause the applicable Seller Parties to, retain and fully pay, perform and
discharge the Retained Liabilities when due without recourse to Buyer or the Buyer Parties.
1.4 Allocation of Purchase Price. A preliminary allocation of the Purchase Price
among the Acquired Assets is set forth on Schedule 1.4. Within forty-five (45) days after the
Initial Closing Date, Seller shall deliver to Buyer a schedule allocating the Initial Closing
Purchase Price for the Initial Closing Acquired Assets among the Initial Closing Acquired Assets
(such schedule, the “Allocation Schedule”). If within thirty (30) days after the receipt of the
Allocation Schedule, Buyer notifies Seller in writing that Buyer objects to one or more items
reflected on the Allocation Schedule, Buyer and Seller shall negotiate in good faith to resolve
such dispute. If Buyer and Seller fail to resolve any such dispute within thirty (30) days after
Seller’s receipt of Buyer’s notice, the parties shall submit the dispute for resolution to the
Accounting Firm for resolution, which resolution shall be set forth in writing and shall be final
and binding upon all Parties. The fees and expenses of the Accounting Firm shall be paid fifty
percent (50%) by Seller and fifty percent (50%) by Buyer. Seller and Buyer and their Affiliates
shall report, act, and file Tax Returns in all respects and for all purposes consistent with the
Allocation Schedule. Neither Seller nor Buyer shall take any position (whether in audits, Tax
Returns, or otherwise) that is inconsistent with the Allocation Schedule unless required to do so
by applicable Legal Requirements. The Canada Purchase Price shall be allocated among the
Canada Acquired Assets in accordance with the Canada Purchase Agreement.
1.5 Procedure for Assignment of Certain Assets. Notwithstanding anything in this
Agreement or the Canada Purchase Agreement to the contrary, neither this Agreement nor the
Canada Purchase Agreement shall constitute an agreement to assign or transfer any Acquired
Asset (including any Assumed Contract to be assigned pursuant to Section 1.1 of this Agreement
or the Canada Purchase Agreement) or any claim, right, benefit or obligation thereunder or
resulting therefrom if (a) an assignment or transfer thereof, without the Consent of a third-party
thereto, would constitute a breach or violation thereof or impose a Liability on Seller, the Seller
Parties, Buyer or the Buyer Parties and (b) such Consent is not obtained at or prior to the Initial
Closing or the Canada Closing (as applicable in accordance with Section 2.1) (each, an
“Unassigned Asset”). With respect to each Unassigned Asset, until the earlier of (x) the
expiration, pursuant to the terms thereof, of such Unassigned Asset that is an Assumed Contract
and (y) the eventual assignment or transfer of such Unassigned Asset pursuant hereto or to the
Canada Purchase Agreement:
(a) Seller shall, and shall cause the Seller Parties to, hold such Unassigned
Asset for the benefit of Buyer and the Buyer Parties, deal with such Unassigned Asset in
accordance with the reasonable instructions provided by Buyer and use commercially reasonable
efforts to obtain a Consent (to assignment or transfer) from the counterparty to such Unassigned
Asset, and Buyer shall, and shall cause the Buyer Parties to, reasonably cooperate with Seller or
the Seller Parties in doing so; and
(b) Seller shall, and shall cause the Seller Parties to, use commercially
reasonable efforts to provide Buyer or the Buyer Parties with the benefits and burdens of such
Unassigned Asset (subject to Sections 6.7, 6.8, 6.9, 6.13, 6.18, 9.1(a) (with respect to Section
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3.6), 9.1(e), 9.1(f) and 9.1(g)) and, if permissible pursuant to the terms of the agreement
governing such Unassigned Asset or otherwise, Buyer shall, and shall cause the Buyer Parties to,
perform on behalf of Seller or the applicable Seller Parties (including making payments where
necessary or appropriate) and assume responsibility for the obligations of Seller and its Affiliates
pursuant to such Unassigned Asset;
in each case, to the same extent as if such Unassigned Asset had been assigned or transferred to
Buyer or a Buyer Party at and as of the Initial Closing or the Canada Closing (as applicable in
accordance with Section 2.1) and by implementing the commercial agreements reasonably
requested by Seller or the Seller Parties. The Purchase Price shall not be reduced or increased by
reason of the non-assignability or subcontracting of any of the Acquired Assets for which the
benefits are provided to Buyer or a Buyer Party pursuant to this Section 1.5.
1.6 Retained Payables; Proration of Expenses. Seller shall retain as part of the
Retained Liabilities all Liabilities for accounts and trade payables with respect to any product,
service or utility that is provided to the Initial Closing Business prior to the Initial Closing and
the Canada Business prior to the Canada Closing (the “Retained Payables”). Buyer shall, and
shall cause the Buyer Parties to, promptly provide to Seller, in accordance with any instructions
provided by Seller from time to time, any invoices that may be received by Buyer and the Buyer
Parties after the Initial Closing or the Canada Closing (as applicable) with respect to the Retained
Payables. With respect to any invoice that is received by either Seller or Buyer or any of their
respective Affiliates that includes both charges for products, services or utilities that were
provided to the Initial Closing Business prior to the Initial Closing or the Canada Business prior
to the Canada Closing (as applicable) and charges for products, services or utilities that are
provided to the Initial Closing Business after the Initial Closing or the Canada Business after the
Canada Closing (as applicable) (each, a “Straddle Invoice”), such Straddle Invoice shall be paid
by the party that receives such Straddle Invoice, and the Parties thereafter shall cooperate to
prorate such charges as of the Initial Closing or the Canada Closing (as applicable), with Seller
responsible for such charges for the period up to the Initial Closing or the Canada Closing (as
applicable), and Buyer responsible for the period on and after the Initial Closing Date or the
Canada Closing Date (as applicable). The Parties shall remit any amount due to the other in
respect of such proration as promptly as reasonably practicable and, with respect to any Straddle
Invoices received prior to the date that any payments are made pursuant to Section 1.2(b), the
amount of such payments shall be adjusted by the net amount of such prorations to the extent
reasonably practicable.
2. Closing; Termination.
2.1 Time and Place; Initial Closing and Canada Closing.
(a) The consummation of the transactions contemplated by this Agreement
with respect to the Initial Closing Acquired Assets and the Initial Closing Assumed Liabilities
(the “Initial Closing”) shall take place at the offices of Mayer Brown LLP at 71 S. Wacker Drive,
Chicago, Illinois 60606 on a date that is no later than five (5) Business Days following the
satisfaction or waiver of the conditions set forth in Articles 7 and 8 (other than those conditions
that by their nature are to be satisfied or waived at the Initial Closing, but subject to their
satisfaction or waiver at the Initial Closing), or on such other date and at such other place as the
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Parties may otherwise agree (the “Initial Closing Date”). The Parties acknowledge and agree
that they currently intend to effect the Initial Closing on or before April 1, 2012. The Initial
Closing may occur by electronic exchange of documents and wire transfer of funds.
(b) The consummation of the transactions contemplated by this Agreement
and the Canada Purchase Agreement with respect to the Canada Acquired Assets and the Canada
Assumed Liabilities (the “Canada Closing”) shall take place in accordance with Sections 2.1 and
2.2 of the Canada Purchase Agreement.
2.2 Initial Closing Deliveries.
(a) Buyer Deliveries. At the Initial Closing, Buyer shall, and shall cause the
Buyer Parties to:
(i) pay to Seller and the Seller Parties the Base Initial Closing
Purchase Price in one or more wire transfers of immediately available funds in accordance with
the wire instructions and funds flow statement delivered by Seller to Buyer at least five (5)
Business Days prior to the Initial Closing;
(ii) execute and deliver to Seller the documents of transfer for the
Initial Closing Acquired Assets and the documents of assumption of the Initial Closing Assumed
Liabilities (including the transfer of services and utilities provided to the Initial Closing Acquired
Real Property and the assignment and assumption of the Initial Closing Assumed Contracts) as
listed in and substantially in the form attached to Exhibit B hereto, together with such other
deeds of conveyance, bills of sale, assurances, transfers, assignments, consents and such other
agreements, documents and instruments as the Parties may agree are reasonably necessary to
complete the transactions contemplated by this Agreement (collectively, the “Initial Closing
Transfer Documents”);
(iii) execute and deliver to Seller transition services agreements in
substantially the form of Exhibits C-1, C-2, C-3 and C-4 attached hereto, together with the
Retained WIP and Retained Orders TSAs for the Retained WIP and the Retained Orders related
to the Initial Closing Business, and such other transition services agreements as the Parties may
agree are reasonably necessary to complete the transactions contemplated by this Agreement
(collectively, the “Initial Closing TSAs”);
(iv) execute and deliver to Seller a consignment agreement with respect
to certain Excluded Inventory (the “Consignment Agreement”) in substantially the form of
Exhibit D attached hereto;
(v) deliver to Seller evidence of each Bucyrus Guaranty that has been
released or substituted prior to the Initial Closing in accordance with Section 6.10; and
(vi) deliver to Seller an executed copy of the Canada Purchase
Agreement as entered into as of the date hereof.
(b) Seller Deliveries. At the Initial Closing, Seller shall, and shall cause the
applicable Seller Parties to:
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(i) execute and deliver to Buyer the Initial Closing Transfer
Documents, as applicable;
(ii) execute and deliver to Buyer the Initial Closing TSAs;
(iii) deliver to Buyer an executed copy of the Canada Purchase
Agreement as entered into as of the date hereof;
(iv) deliver evidence of the release and discharge of the Liens over the
Acquired Assets set forth on Schedule 2.2(b)(iv);
(v) execute and deliver to Buyer the Consignment Agreement; and
(vi) deliver the WIP Schedule.
(c) Canada Closing. At the Canada Closing, Buyer and the Canada Seller
shall make such deliveries with respect to the Canada Acquired Assets and the Canada Assumed
Liabilities as are set forth in the Canada Purchase Agreement. For the avoidance of doubt, Buyer
and the Buyer Parties shall not purchase, acquire or assume, and Seller and the Seller Parties
shall not sell or assign, any of the Canada Acquired Assets or the Canada Assumed Liabilities
pursuant to any of the Initial Closing Transfer Documents delivered by the Parties pursuant to
this Section 2.2.
2.3 Termination. This Agreement may be terminated only as follows:
(a) By mutual written consent of Buyer and Seller at any time prior to the
Initial Closing;
(b) By Buyer prior to the Initial Closing, if there has been a material violation
or breach by Seller of any covenant, representation or warranty contained in this Agreement or
the Canada Purchase Agreement and such violation or breach has not been waived by Buyer or
cured by Seller within fifteen (15) days after written notice thereof from Buyer; provided, that if
such violation or breach cannot reasonably be cured or otherwise fully remedied within such
fifteen (15) day period but Seller commences such cure or remedy within such fifteen (15) day
period and thereafter diligently and continuously prosecutes such cure, such fifteen (15) day
period shall be extended for the time reasonably required to effect such cure or remedy, but in no
event beyond the Initial Closing Outside Date; provided, further, that Buyer shall not have the
right to terminate this Agreement under this Section 2.3(b) if Buyer is then in material breach of
this Agreement or the Canada Purchase Agreement;
(c) By Seller prior to the Initial Closing, if there has been a material violation
or breach by Buyer of any covenant, representation or warranty contained in this Agreement or
the Canada Purchase Agreement and such violation or breach has not been waived by Seller or
cured by Buyer within fifteen (15) days after written notice thereof from Seller; provided, that if
such violation or breach cannot reasonably be cured or otherwise fully remedied within such
fifteen (15) day period but Buyer commences such cure or remedy within such fifteen (15) day
period and thereafter diligently and continuously prosecutes such cure, such fifteen (15) day
period shall be extended for the time reasonably required to effect such cure or remedy, but in no
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event beyond the Initial Closing Outside Date; provided, further, that Seller shall not have the
right to terminate this Agreement under this Section 2.3(c) if Seller is then in material breach of
this Agreement or the Canada Purchase Agreement; or
(d) (i) By Buyer prior to the Initial Closing, if the Initial Closing has not
occurred on or before May 30, 2012, or such later date as the Parties may agree upon in writing
(the “Initial Closing Outside Date”), unless such delay resulted primarily from Buyer’s breach of
any representation, warranty, covenant or other provision of this Agreement or the Canada
Purchase Agreement; or (ii) by Seller prior to the Initial Closing, if the Initial Closing has not
occurred on or before the Initial Closing Outside Date, unless such delay resulted primarily from
Seller’s breach of any representation, warranty, covenant or other provision of this Agreement or
the Canada Purchase Agreement.
In the event that this Agreement is terminated pursuant to this Section 2.3, the Canada Purchase
Agreement shall be simultaneously terminated automatically without any further action being
required by any Party.
2.4 Effect of Termination. Each Party’s right of termination under Section 2.3 is in
addition to any other rights it may have under this Agreement, the Canada Purchase Agreement
or otherwise, and the exercise of a right of termination will not be an election of remedies. If this
Agreement is terminated pursuant to Section 2.3, all further obligations of the Parties under this
Agreement will terminate, except that this Section 2.4 and Article 10 will survive; provided,
however, that no termination pursuant to Section 2.3 shall relieve either Party from any Liability
arising from or relating to any breach of any representation, warranty, covenant or other
provision of this Agreement or the Canada Purchase Agreement by such Party prior to
termination.
3. Representations and Warranties of Seller. Simultaneously with the execution of this
Agreement by the Parties, Seller is delivering to Buyer a disclosure schedule (the “Disclosure
Schedule”) with numbered sections corresponding to sections in this Agreement. Any matter
disclosed in any section of the Disclosure Schedule shall be deemed disclosed in all other
sections of the Disclosure Schedule to the extent that it is reasonably apparent that such disclosed
matter also relates to the other section of the Disclosure Schedule. The inclusion of any
information in the Disclosure Schedule shall not be deemed an admission or acknowledgement
that such information is material. Seller hereby represents and warrants to Buyer as follows as of
the date of this Agreement:
3.1 Due Organization; Power. (a) Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of Delaware and has the requisite
power and authority to own, lease and operate its properties and to carry on its business as it is
now being operated. Seller has the requisite corporate power and authority to execute and
deliver this Agreement, the Canada Purchase Agreement and each of the ancillary agreements
contemplated hereby and thereby, to consummate the transactions contemplated hereby and
thereby and to perform its obligations hereunder and thereunder.
(b) Each of the Seller Parties is, or at the time of such transfer will be, duly
organized, validly existing and in good standing under the laws of its jurisdiction and has, or at
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the time of such transfer will have, the requisite power and authority to own, lease and operate its
properties and to carry on its business as it is now operated. Each of the Seller Parties has or will
have the requisite corporate power and authority (i) to execute and deliver each of the
agreements contemplated hereby or by the Canada Purchase Agreement to which it will be a
party, (ii) to consummate the transactions contemplated thereby and (iii) to perform its
obligations thereunder.
3.2 Due Authorization and Execution. (a) The execution and delivery of this
Agreement, the Canada Purchase Agreement and all other agreements executed in connection
herewith or therewith by Seller, the performance by Seller of its obligations hereunder and
thereunder and the consummation by Seller of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary action on the part of Seller. This
Agreement, the Canada Purchase Agreement and all agreements to be executed in connection
herewith or therewith have been duly executed and validly delivered by Seller and constitute the
legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their
respective terms, except as such enforceability may be limited by bankruptcy laws, other similar
laws affecting creditors’ rights and general principles of equity affecting the availability of
equitable remedies.
(b) The execution and delivery of the agreements to be executed in connection
herewith or with the Canada Purchase Agreement by the Seller Parties, the performance by the
Seller Parties of their respective obligations thereunder and the consummation by the Seller
Parties of the transactions contemplated thereby have been, or at the time of execution and
delivery will be, duly and validly authorized by all necessary action on the part of the Seller
Parties. The agreements to be executed in connection herewith or with the Canada Purchase
Agreement by the Seller Parties have been, or at the time of execution will be, duly executed and
validly delivered by the Seller Parties and will constitute the legal, valid and binding obligations
of the Seller Parties, enforceable against the Seller Parties in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy laws, other similar laws
affecting creditors’ rights and general principles of equity affecting the availability of equitable
remedies.
3.3 No Conflict; Required Consents and Approvals.
(a) Except for the Mandatory Antitrust Approvals, the execution, delivery and
performance of this Agreement, the Canada Purchase Agreement and all other agreements
executed in connection herewith or therewith by Seller or the Seller Parties, and the
consummation of the transactions contemplated hereby and thereby, do not (or will not, as the
case may be):
(i) conflict with or violate the certificate of incorporation, by-laws or
similar governing documents of Seller or the Seller Parties;
(ii) conflict with or violate any Legal Requirement applicable to Seller,
the Seller Parties, the Local Distribution Businesses or any of the Acquired Assets or by which
Seller, the Seller Parties, the Local Distribution Businesses or any of the Acquired Assets may be
bound or affected; or
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(iii) except as set forth in Section 3.3(a)(iii) of the Disclosure Schedule
or for such matters as would not reasonably be expected to be material in the aggregate to the
Local Distribution Businesses, result in any breach of, constitute a default (or an event that,
without the giving of notice or the passage of time, would become a default) under, require any
Consent of any Person pursuant to, give to others any right of termination, amendment,
modification, acceleration or cancellation of, allow the imposition of any fees or penalties,
require the offering or making of any payment or redemption, give rise to any increased,
guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely
affect any rights of Seller, the Seller Parties or the Local Distribution Businesses under, or result
in the creation of any Lien (other than Permitted Liens) upon the Local Distribution Businesses
or any of the Acquired Assets pursuant to, any note, bond, indenture, mortgage, deed of trust,
agreement, license, permit, franchise instrument, obligation or other agreement with respect to
the Local Distribution Businesses or any of the Acquired Assets to which Seller or any of the
Seller Parties is a party or by which the Local Distribution Businesses or any of the Acquired
Assets may be bound or affected.
(b) Except for the Mandatory Antitrust Approvals, as set forth in Section
3.3(b) of the Disclosure Schedule or for such matters as would not reasonably be expected to be
material in the aggregate to the Local Distribution Businesses, no Consent of or from any
Governmental Authority or other Person is required (i) in connection with the execution, delivery
and performance of this Agreement, the Canada Purchase Agreement and all other agreements
executed in connection herewith by Seller or the Seller Parties, (ii) in connection with the
consummation by Seller or the Seller Parties of the transactions contemplated hereby or thereby
or (iii) in order to prevent the termination of any right, privilege, license or qualification of or
affecting the Local Distribution Businesses or the Acquired Assets.
(c) None of the following events has occurred in relation to the Seller or a
Seller Party within the two (2) year period preceding the date of this Agreement:
(i) the appointment of a receiver, receiver and manager, liquidator,
provisional liquidator, administrator or trustee in bankruptcy in respect of Seller or any Seller
Party or any of their respective assets;
(ii) any application to any court or the passage of any resolution or the
convening of any meeting or the issuance of any order for the winding up or dissolution of the
Seller or a Seller Party;
(iii) the inability by Seller or any Seller Party to generally pay its debts
when they become due or the declaration under any applicable Legal Requirement that Seller or
such Seller Party is insolvent or the resolution by Seller’s or any Seller Party’s board of directors
that the Seller or such Seller Party is, or is likely to become at some future time, insolvent;
(iv) the implementation of any scheme of arrangement with its
creditors or any class of them under applicable Legal Requirements;
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(v) any execution or other judicial process levied on any of the
Acquired Assets or any action to repossess the Acquired Inventories in the possession of the
Seller or the relevant Seller Party; or
(vi) any event under any applicable Legal Requirement which is
analogous to, or which has a substantially similar effect to, any of the events referred to in the
foregoing clauses (i) through (v).
3.4 Licenses. Section 3.4 of the Disclosure Schedule sets forth a true and complete
list of all material licenses, permits, governmental authorizations and material approvals
necessary for Seller and the Seller Parties to own, lease and operate the Acquired Assets and to
operate the Local Distribution Businesses in all material respects as currently operated (the
“Licenses”). Except as set forth in Section 3.4 of the Disclosure Schedule, Seller and the Seller
Parties, as applicable, are in compliance in all material respects with all such Licenses and
applicable Legal Requirements in relation to those Licenses. No suspension, cancellation,
modification, revocation or nonrenewal or renewal with more onerous conditions of any License
is pending.
3.5 No Litigation. Except as set forth on Section 3.5 of the Disclosure Schedule,
there is no material litigation, action, claim, arbitration, proceeding, mediation, investigation or
outstanding order, writ, judgment, injunction, decree, determination or award to which Seller or
any of the Seller Parties is a party pending or, to Seller’s Knowledge, threatened against Seller or
any of the Seller Parties (a) that challenges the validity of this Agreement or the transactions
contemplated by this Agreement, (b) that would reasonably be expected to prevent, delay,
modify, make illegal or otherwise interfere in any material respect with this Agreement or the
transactions contemplated by this Agreement or (c) would reasonably be expected to have a
Material Adverse Effect on the Local Distribution Businesses.
3.6 Contracts.
(a) Section 3.6(a) of the Disclosure Schedule lists all Assumed Contracts of
the following types as of the date hereof (collectively, the “Material Contracts”):
(i) any Assumed Contract (excluding purchase orders or sales orders
entered into in the ordinary course of business) with customers of the Local Distribution
Businesses for the sale of products or furnishing of services to such customers, the performance
of which will extend over a period of more than two (2) years from the date hereof or which
involves consideration in excess of $500,000;
(ii) any Assumed Contract that prohibits or in any material respect
restricts the conduct or operation of the Local Distribution Businesses or that would limit in any
material respect the freedom of Buyer or the Buyer Parties to compete in any line of business or
with any Person or in any geographical area;
(iii) any Assumed Contract providing for or otherwise involving the
payment or credit of material rebates, discounts or other consideration to customers of the Local
Distribution Businesses;
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(iv) any Assumed Contract granting the counterparty to such Assumed
Contract or a third party “most favored nation” pricing or terms or similar concessions, benefits,
accommodations or rights; and
(v) any Assumed Contract involving a joint venture, partnership or
similar undertaking with a third party relating to the sharing of profits.
(b) Except as set forth on Section 3.6(b)(i) of the Disclosure Schedule: (i) all
of the Material Contracts are in full force and effect and constitute the legal, valid and binding
obligations of Seller and the Seller Parties, as applicable; (ii) to Seller’s Knowledge, all of the
Material Contracts are enforceable in accordance with their respective terms; (iii) no written
default or termination notice has been delivered in accordance with the terms of any Material
Contract by any party to any other party with respect to such Material Contract which has not
been cured prior to the date hereof; and (iv) neither Seller nor any Seller Party nor, to the
Knowledge of Seller, any counterparty is in breach or default under any Material Contract, and
no event has occurred which, with the passage of time or the giving of notice or both, would
constitute a breach or default by Seller or a Seller Party. Except as set forth in Section 3.6(b)(ii)
of the Disclosure Schedule, Seller has made available to Buyer true and complete copies of each
written Material Contract.
3.7 Real Property.
(a) Section 3.7(a) of the Disclosure Schedule sets forth for each parcel of
Acquired Real Property the address and a general description of the current use of such Acquired
Real Property. Neither Seller nor any Seller Party has subleased, licensed or otherwise granted
any Person the right to use or occupy the Acquired Real Property or any portion thereof.
(b) All of the Assumed Real Property Leases are in full force and effect and
constitute the legal, valid and binding obligations of Seller and the Seller Parties, as applicable.
To Seller’s Knowledge, all of the Assumed Real Property Leases are enforceable in accordance
with their respective terms. No written default or termination notice has been delivered in
accordance with the terms of any Assumed Real Property Lease by any party to any other party
with respect to such Assumed Real Property Lease which has not been cured prior to the date
hereof. Seller or the applicable Seller Party is in compliance in all material respects with the
terms of each Assumed Real Property Lease and all other covenants affecting the subject
property of such Assumed Real Property Lease by which Seller or the applicable Seller Party is
bound. Neither Seller nor any Seller Party is in material breach or material default under any
Assumed Real Property Lease, and no event has occurred which, with the passage of time or the
giving of notice or both, would constitute a material breach or material default by Seller or a
Seller Party and in particular no such breach, default or event has occurred which has given or
will give rise to a right to the other party to terminate such Assumed Real Property Lease or to a
Liability for any material penalties, fines or causes of action under applicable Legal
Requirements. Seller has made available to Buyer true and complete copies of each written
Assumed Real Property Lease.
(c) Neither Seller nor any Seller Party has received any written notice with
respect to any Acquired Real Property that (i) any building or structure thereon or the operation
- 15 -

or maintenance thereof violates any Legal Requirements which has not been resolved, (ii) any
condemnation proceeding is pending or (iii) any compulsory restoration or other work order or
acquisition order is pending.
(d) The use of the Acquired Real Property for the conduct of the Local
Distribution Businesses as conducted by Seller and the Seller Parties complies in all material
respects with the terms of any applicable Assumed Real Property Lease and Legal Requirements.
3.8 Employment Matters. Notwithstanding the generality of any other representations
and warranties in this Agreement, this Section 3.8 contains the sole and exclusive representations
and warranties concerning employment and labor matters.
(a) Except as set forth in Section 3.8 of the Disclosure Schedule, neither
Seller nor any Seller Party is a party to or bound by any labor, collective bargaining or similar
agreement relating to the Local Distribution Businesses, and there are no labor unions, work
councils or other organizations representing or, to Seller’s Knowledge, purporting or attempting
to currently represent any employee of Seller or a Seller Party employed in the Local
Distribution Businesses.
(b) No strike, slowdown, picketing, work stoppage, concerted refusal to work
overtime, union organizing effort, union campaign, union labor dispute or other similar labor
activity with respect to any current employee of the Local Distribution Businesses is currently
ongoing.
(c) To Seller’s Knowledge, Seller has provided to Buyer on or prior to the
date hereof complete and accurate details of each of the following (in each case as they existed
as at December 31, 2011 with respect to the Initial Closing Employees and January 9, 2012 with
respect to the Canada Employees):
(i) the name, position, location and start date of each Employee;
(ii) the terms of employment of each Employee, including all
remuneration and other benefits payable during or upon termination of that employment or
engagement;
(iii) any arrangement under which any Employee has received in the
12 months before December 31, 2011 (with respect to the Initial Closing Employees) and
January 9, 2012 (with respect to the Canada Employees) or may be entitled to receive any bonus
or other payment or benefit (whether contractual or discretionary) that is calculated by reference
to the performance of the Seller or the Bucyrus Entities or any division of the Local Distribution
Businesses of Seller or the Bucyrus Entities, the performance of the Employee or any
combination of these;
(iv) accrued annual vacation leave/vacation time, long term service
leave and pay entitlements of each Employee;
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(v) all material policies and practices (whether contractual or
discretionary) that are or may be applicable to employment or the termination of employment of
any Employee;
(vi) for any Employee on Protected Leave as of December 31, 2011
(with respect to the Initial Closing Employees) and January 9, 2012 (with respect to the Canada
Employees), the date the Employee went on Protected Leave and the date the Employee is
expected to return from Protected Leave; and
(vii) all commitments given to any Employee in relation to the sale of
the Local Distribution Businesses or the transactions contemplated by this Agreement, and Seller
has not made any commitment, offer or proposal that if implemented would result in any of these
details being inaccurate in any material respect.
(d) Seller has:
(i) paid all amounts due to each Initial Closing Employee and all
related withholdings, remissions and contributions to relevant authorities (including tax, social
security, unemployment insurance and similar payments or withholdings) other than in respect of
remuneration accrued for the current salary payment period and current expense claims; and
(ii) otherwise complied in all material respects with all Legal
Requirements relating to the employment of each Initial Closing Employee including all
obligations in relation to occupational health and safety and workers’ compensation.
3.9 Environmental Matters. Notwithstanding the generality of any other
representations and warranties in this Agreement, this Section 3.9 contains the sole and exclusive
representations and warranties concerning environmental matters. Except as set forth in Section
3.9 of the Disclosure Schedule, to Seller’s Knowledge, the operation of the Local Distribution
Businesses for the past two (2) years on the Acquired Real Property has not violated in any
material respect any Environmental Law that is applicable to the Local Distribution Businesses.
To Seller’s Knowledge, except as set forth in Section 3.9 of the Disclosure Schedule, there is no
Contamination present on, or migrating from, the Acquired Real Property which would result in
cleanup or remediation costs, expenses, fines or other Losses relating to the Local Distribution
Businesses that would have a Material Adverse Effect.
3.10 Taxes. Notwithstanding the generality of any other representations and
warranties in this Agreement, this Section 3.10 and Section 3.11 contain the sole and exclusive
representations and warranties of Seller concerning tax matters. Except as set forth in Section
3.10 of the Disclosure Schedule:
(a) Each Seller Party has filed (or there have been filed on its behalf) all
material Tax Returns relating to the Acquired Assets that it was required to file and all such Tax
Returns are true, correct and complete in all material respects, and has timely paid (or there have
been paid on its behalf) all material Taxes due and payable with respect to the Acquired Assets
being conveyed by it, and there are no Liens for Taxes upon the Acquired Assets other than
Permitted Liens;
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(b) There are no proceedings, investigations, audits or claims now pending or
threatened in writing against any Seller Party in respect of any material Taxes relating to the
Acquired Assets which would result in Liens on the Acquired Assets;
(c) The Canada Seller is incorporated under the laws of Canada or a Province
of Canada and is a resident of Canada for the purposes of the Income Tax Act (Canada).
(d) All property disposed of by a Seller Party, other than the Canada Seller, in
connection with this Agreement that is “taxable Canadian property” (within the meaning of
subsection 248(1) of the Income Tax Act (Canada)) is “excluded property” (within the meaning
of subsection 116(6) of the Income Tax Act (Canada)) by virtue of being “treaty exempt
property” (within the meaning of subsection 116(6.1) of the Income Tax Act (Canada)) of such
Seller Party.
(e) Each Seller Party, other than the Canada Seller, that disposes of property
under this Agreement that is “taxable Canadian property” (within the meaning of subsection
248(1) of the Income Tax Act (Canada)) is either:
(i) under a treaty that Canada has with a particular country, resident in
the particular country; or
(ii) a United States limited liability company all of the members of
which are resident in the United States and entitled to the benefits of the Canada – U.S. Income
Tax Convention.
3.11 Tax Registrations.
(a) GST/HST Registrations. The Canada Seller and Seller are registered for
goods and services tax/harmonized sales tax purposes under Part IX of the Excise Tax Act
(Canada) and their GST/HST registration numbers are [Redacted] and [Redacted], respectively.
(b) Bucyrus International (Chile) Limitada is a Chilean taxpayer registered
with the Chilean tax authority under Rol Único Tributario – RUT No. [Redacted].
3.12 Exclusive Dealer Arrangements. Except as set forth in Section 3.12 of the
Disclosure Schedule, neither Seller, the Seller Parties nor any of their respective Affiliates is
party to, and to Seller’s Knowledge there does not exist, any agreement, arrangement or
understanding pursuant to which a third party is granted exclusive distribution rights with respect
to the Local Distribution Businesses in the Territories.
3.13 Assets. Except as set forth on Section 3.13 of the Disclosure Schedule, Seller and
the Seller Parties have, collectively, and at the Initial Closing or the Canada Closing (as
applicable in accordance with Section 2.1) Buyer will receive, good and valid and, in the case of
Acquired Owned Real Property, marketable title to, or valid and subsisting leasehold interests in,
all of the Acquired Assets, free and clear of all Liens, except for Permitted Liens.
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3.14 Compliance with Laws. Except as set forth in Section 3.14 of the Disclosure
Schedule, Seller and the Seller Parties are conducting the Local Distribution Businesses in
material compliance with all applicable Legal Requirements.
3.15 Brokers. Neither Seller nor any Seller Party has retained any broker and does not
and will not owe any brokerage fee as a result of the transactions contemplated by this
Agreement.
3.16 No Other Representations or Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3, SELLER
MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND SELLER
HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, HOWSOEVER ARISING. AT THE INITIAL CLOSING OR THE CANADA
CLOSING (AS APPLICABLE IN ACCORDANCE WITH SECTION 2.1), BUYER WILL, OR
WILL CAUSE THE BUYER PARTIES TO, ACQUIRE THE ACQUIRED ASSETS
WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY,
MERCHANTABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN
“AS IS” CONDITION AND ON A “WHERE IS” BASIS AS AT CLOSING, EXCEPT AS
OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE 3.
4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller
as follows as of the date hereof:
4.1 Due Organization; Power.
(a) Buyer is a corporation duly organized, validly existing and in good
standing under the federal laws of Canada and has the requisite power and authority to (i)
execute and deliver this Agreement, the Canada Purchase Agreement and each of the ancillary
agreements contemplated hereby and thereby, (ii) consummate the transactions contemplated
hereby and thereby and (iii) perform its obligations hereunder and thereunder.
(b) Each of the Buyer Parties is, or at the time of such transfer will be, duly
organized, validly existing and in good standing under the laws of its jurisdiction and has, or at
the time of such transfer will have, the requisite power and authority to (i) execute and deliver
each of the agreements contemplated hereby to which it will be a party, (ii) consummate the
transactions contemplated thereby and (iii) perform its obligations thereunder.
4.2 Due Authorization and Execution.
(a) The execution and delivery of this Agreement, the Canada Purchase
Agreement and all other agreements executed in connection herewith or therewith by Buyer, the
performance by Buyer of its obligations hereunder and thereunder and the consummation by
Buyer of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary action on the part of Buyer. This Agreement, the Canada Purchase
Agreement and all agreements to be executed in connection herewith have been duly executed
and validly delivered by Buyer and constitute the legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms, except as such
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enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights
and general principles of equity affecting the availability of equitable remedies.
(b) The execution and delivery of the agreements to be executed in connection
herewith and with the Canada Purchase Agreement by the Buyer Parties, the performance by the
Buyer Parties of their respective obligations hereunder and thereunder and the consummation by
the Buyer Parties of the transactions contemplated hereby and thereby have been, or at the time
of execution and delivery will be, duly and validly authorized by all necessary action on the part
of the Buyer Parties. The agreements to be executed in connection herewith and with the Canada
Purchase Agreement by the Buyer Parties have been, or at the time of execution will be, duly
executed and validly delivered by the Buyer Parties and will constitute the legal, valid and
binding obligations of the Buyer Parties, enforceable against the Buyer Parties in accordance
with their respective terms, except as such enforceability may be limited by bankruptcy laws,
other similar laws affecting creditors’ rights and general principles of equity affecting the
availability of equitable remedies.
(c) No vote of, or Consent from, the direct or indirect equity owners of Buyer
or any of the Buyer Parties is necessary for Buyer or any of the Buyer Parties to execute or
perform this Agreement, the Canada Purchase Agreement or any of the other agreements
contemplated hereby or thereby or to consummate the transactions contemplated hereby or
thereby.
4.3 No Conflict; Required Consents and Approvals.
(a) Except for the Mandatory Antitrust Approvals, the execution, delivery and
performance of this Agreement, the Canada Purchase Agreement and all other agreements
executed in connection herewith or therewith by Buyer or the Buyer Parties, and the
consummation of the transactions contemplated hereby and thereby, do not (or will not, as the
case may be):
(i) conflict with or violate the certificate of incorporation, by-laws or
similar governing documents of Buyer or the Buyer Parties;
(ii) conflict with or violate any Legal Requirement applicable to Buyer
or the Buyer Parties; or
(iii) result in any breach of, constitute a default (or an event that,
without the giving of notice or the passage of time, would become a default) under, require any
Consent of any Person pursuant to, give to others any right of termination, amendment,
modification, acceleration or cancellation of, allow the imposition of any fees or penalties,
require the offering or making of any payment or redemption, give rise to any increased,
guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely
affect any rights of Buyer or the Buyer Parties under, or result in the creation of any Lien (other
than Permitted Liens) upon any of the property or assets of Buyer or the Buyer Parties pursuant
to, any note, bond, indenture, mortgage, deed of trust, agreement, license, permit, franchise
instrument, obligation or other agreement to which Buyer or the Buyer Parties is a party.
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(b) Except for the Mandatory Antitrust Approvals, no Consent of or from any
Governmental Authority or other Person is required in connection with (i) the execution, delivery
and performance of this Agreement, the Canada Purchase Agreement and all other agreements
executed in connection herewith or therewith by Buyer or the Buyer Parties or (ii) the
consummation of the transactions contemplated hereby or thereby.
4.4 Due Diligence Investigation. Buyer and the Buyer Parties have conducted, or
have been provided by Seller or the Seller Parties the opportunity to conduct, a due diligence
investigation of the Local Distribution Businesses and the Acquired Assets. Seller acknowledges
that, in entering into this Agreement and the Canada Purchase Agreement, Buyer is relying on
the representations and warranties of Seller contained in Article 3, and Buyer acknowledges that
Seller has not made, nor will be deemed to have made, nor has Buyer or the Buyer Parties relied
on, any representation, warranty, covenant or agreement, express or implied, with respect to the
Local Distribution Businesses or the Acquired Assets or the transactions contemplated by this
Agreement and the Canada Purchase Agreement other than those expressly set forth herein and
therein.
4.5 No Litigation. There is no litigation, action, claim, arbitration, proceeding,
investigation or outstanding order, writ, judgment, injunction, decree, determination or award
pending, or to the knowledge of Buyer, threatened against Buyer or the Buyer Parties (a) that
challenges the validity of this Agreement, the Canada Purchase Agreement or the transactions
contemplated hereby or thereby or (b) that would reasonably be expected to prevent, delay,
modify, make illegal or otherwise interfere with this Agreement or the transactions contemplated
by this Agreement or the Canada Purchase Agreement.
4.6 Financing. Buyer possesses sufficient funds (or has sources of funds readily
available to it from its Affiliates) to consummate the transactions contemplated by this
Agreement and the Canada Purchase Agreement. Buyer acknowledges that it is not a condition
to the Initial Closing or the Canada Closing (as applicable) or to any of its other obligations
under this Agreement or the Canada Purchase Agreement that Buyer obtain any financing or any
funds from any other source.
4.7 Tax Registrations.
(a) GST/HST Registration. Buyer is registered for goods and services
tax/harmonized sales tax purposes under Part IX of the Excise Tax Act (Canada) and its
GST/HST registration number is [Redacted].
(b) The Chile Buyer is a Chilean taxpayer registered with the Chilean tax
authority under Rol Único Tributario – RUT No. [Redacted].
4.8 Brokers. Neither Buyer nor any Buyer Party has retained any broker and neither
Buyer nor the Buyer Parties does or will owe any brokerage fee as a result of the transactions
contemplated by this Agreement or the Canada Purchase Agreement.
4.9 No Other Representations or Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4, BUYER
MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND BUYER
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HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, HOWSOEVER ARISING.
5. Taxes.
5.1 Proration. Except as provided in Section 5.2:
(a) Liability for all real, personal and intangible property taxes levied with
respect to the Initial Closing Acquired Assets for a taxable period that includes (but does not end
on) the Initial Closing Date (the “Initial Closing Apportioned Obligations”) shall be apportioned
between Seller and the Seller Parties, as appropriate, and Buyer and the Buyer Parties, as
appropriate, based on the number of days of such taxable period included in the period ending on
the day before the Initial Closing Date (the “Initial Closing Pre-Closing Tax Period”) and the
number of days of such taxable period included in the period after the Initial Closing Pre-Closing
Tax Period (the “Initial Closing Post-Closing Tax Period”). Seller shall be liable for its and the
Seller Parties’ proportionate amount of such Initial Closing Apportioned Obligations that are
attributable to the Initial Closing Pre-Closing Tax Period. Buyer shall be liable for its and the
Buyer Parties’ proportionate amount of such Initial Closing Apportioned Obligations that are
attributable to the Initial Closing Post-Closing Tax Period. Buyer shall be responsible for
preparing and filing (or causing the preparation and filing of) all periodic Tax Returns required
to be filed after the Initial Closing Date that directly relate only to the Acquired Assets (other
than the Canada Acquired Assets) or the operation of the Initial Closing Business, and each such
Tax Return shall be prepared in accordance with applicable Legal Requirements; provided,
however, that Buyer shall not be responsible for filing any Tax Return that under applicable
Legal Requirements is required to be filed by a Seller Party.
(b) Liability for all real, personal and intangible property Taxes levied with
respect to the Canada Acquired Assets for a taxable period that includes (but does not end on)
the Canada Closing Date (the “Canada Apportioned Obligations”) shall be apportioned between
the Canada Seller and Buyer based on the number of days of such taxable period included in the
period ending on the day before the Canada Closing Date (the “Canada Pre-Closing Tax Period”)
and the number of days of such taxable period included in the period after the Canada Pre-
Closing Tax Period (the “Canada Post-Closing Tax Period”). The Canada Seller shall be liable
for its proportionate amount of such Canada Apportioned Obligations that are attributable to the
Canada Pre-Closing Tax Period. Buyer shall be liable for its proportionate amount of such
Canada Apportioned Obligations that are attributable to the Canada Post-Closing Tax Period.
Buyer shall be responsible for preparing and filing (or causing the preparation and filing of) all
periodic Tax Returns required to be filed after the Canada Closing Date that directly relate only
to the Canada Acquired Assets or the operation of the Canada Business, and each such Tax
Return shall be prepared in accordance with applicable Legal Requirements; provided, however,
that Buyer shall not be responsible for filing any Tax Return that under applicable Legal
Requirements is required to be filed by a Seller Party.
(c) Seller, on the one hand, and Buyer, on the other hand, shall provide
reimbursement to the other Party as necessary to give effect to this Section 5.1.
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5.2 Transfer Taxes. Except as provided in Section 1.2(c) and Section 5.5, all Taxes
that are transfer, sales, use, stamp duty, stamp duty land tax, value added, goods and services,
harmonized sales, registration and other similar Taxes (including any penalties and interest)
incurred in connection with the consummation of the transactions contemplated by this
Agreement and the Canada Purchase Agreement (“Transfer Taxes”), but excluding any amount
that Seller or any Seller Party receives as a refund, credit or reimbursement or any similar
amount in respect of such Transfer Taxes from a Governmental Authority (the “Excluded
Amounts”), shall be borne by Buyer in addition to the Purchase Price (and, to the extent that
Buyer is required to deduct and withhold from any consideration otherwise payable pursuant to
Section 1.2(c) any amount in respect of Transfer Taxes, the amount to be paid by Buyer to Seller
shall be increased as necessary so that after such deduction or withholding (including any
deduction or withholding applicable to additional sums payable under this Section 5.2) in respect
of such Transfer Taxes, Seller receives an amount equal to the sum it would have received had
no such deduction or withholding been made less any Excluded Amounts). The Parties agree to
cooperate with each other and each other’s Affiliates in connection with the preparation and
filing of such Tax Returns, in obtaining all available exemptions from, or reductions in, such
Transfer Taxes and in timely providing each other and each other’s Affiliates with resale
certificates and any other elections or documents necessary to satisfy any such exemptions. To
the extent the Canada Seller is required to collect Transfer Taxes from Buyer, the Canada Seller
shall furnish in writing all information required to enable Buyer to claim input tax credits to
recover such Transfer Taxes. Notwithstanding any other Section of this Agreement or the
Canada Purchase Agreement, any Tax Returns that must be filed in connection with Transfer
Taxes in relation to the Acquired Assets (other than the Canada Acquired Assets) shall be
prepared and filed (or caused to be prepared and filed) when due by the Party that is, or whose
Affiliate is, primarily or customarily responsible under the applicable local law for filing such
Tax Returns, and such Party will use its commercially reasonable efforts to provide such Tax
Returns for review to the other Party at least ten (10) days prior to the due date for such Tax
Returns, and such Party shall not file such Tax Returns (or cause such Tax Returns to be filed)
without consent from such other Party, which consent shall not be unreasonably withheld. To
the extent Seller files, or causes any Seller Parties to file, such Tax Returns, Buyer shall, and
shall cause the appropriate Buyer Parties to, promptly reimburse Seller or the Seller Parties for
the cost of all taxes attributable to such Tax Returns.
5.3 Sales Tax Clearance Certificate. In respect of the purchase and sale of the Canada
Acquired Assets, Buyer shall not require the Canada Seller to comply with the requirements of
section 99 of the Social Service Tax Act (British Columbia) and any equivalent or corresponding
provisions under any other applicable legislation. Notwithstanding anything to the contrary in
this Agreement, the Canada Seller agrees to indemnify and hold harmless Buyer, its officers and
directors, for any provincial sales tax, penalties and interest payable or assessed against Buyer,
arising directly or indirectly from any non-compliance with section 99 of the Social Service Tax
Act (British Columbia) or similar legislation in those jurisdictions in which the Canada Acquired
Assets are located.
5.4 Tax Cooperation.
(a) For the seven (7) year period after the Initial Closing Date, Buyer, on the
one hand, and Seller, on the other hand, agree to furnish or cause to be furnished to each other
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and each other’s Affiliates, upon request, as promptly as practicable, such information in their
possession relating to the Initial Closing Acquired Assets (including access to books and records)
as is reasonably necessary for the preparation of accounts, the filing of all Tax Returns or other
statutory returns, the making of any election relating to taxes, the preparation for any audit by
any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to
any tax matter (other than claims between the Parties); provided, however, that neither Buyer nor
Seller shall be required to disclose or cause to be disclosed any Tax Returns to any Person,
except to the extent required by law.
(b) For the seven (7) year period after the Canada Closing Date, Buyer shall,
on the one hand, and Seller shall cause the Canada Seller to, on the other hand, furnish or cause
to be furnished to each other and each other’s Affiliates, upon request, as promptly as
practicable, such information in their possession relating to the Canada Acquired Assets
(including access to books and records) as is reasonably necessary for the preparation of
accounts, the filing of all Tax Returns or other statutory returns, the making of any election
relating to taxes, the preparation for any audit by any taxing authority and the prosecution or
defense of any claim, suit or proceeding relating to any tax matter (other than claims between the
Parties); provided, however, that neither Buyer nor the Canada Seller shall be required to
disclose or cause to be disclosed any Tax Returns to any Person, except to the extent required by
law.
(c) Any expenses incurred in furnishing such information or assistance
pursuant to this Section 5.4 shall be borne by the Party requesting it.
5.5 Value Added Tax.
(a) The Purchase Price shall be exclusive of VAT.
(b) If the sale of the UK Acquired Assets constitutes a taxable supply of
goods or services or the applicable Seller Party otherwise makes any taxable supply of goods or
services to the applicable Buyer Party in performing its obligations under this Agreement, such
Buyer Party shall pay to such Seller Party (in addition to the Purchase Price and against delivery
of a proper VAT invoice) an amount equal to the VAT which is properly payable in respect of
that supply.
6. Covenants.
6.1 Conduct of Business.
(a) Until the earlier of the Initial Closing or termination of this Agreement,
without the prior written consent of Buyer, which consent shall not be unreasonably withheld or
delayed, Seller shall, and shall cause the Seller Parties to, (i) operate the Initial Closing Acquired
Assets only in the ordinary course of the Initial Closing Business to which such Initial Closing
Acquired Assets relate, consistent with prior practices, (ii) comply in all material respects with
all applicable Legal Requirements and all applicable Governmental Authorities and Licenses and
(iii) use commercially reasonable efforts to preserve the Initial Closing Acquired Assets in good
order, ordinary wear and tear excepted. Seller shall not, and shall cause the Seller Parties not to,
without the prior written consent of Buyer, which consent shall not be unreasonably withheld or
- 24 -

delayed, (1) sell, lease, subject to any Lien (other than Permitted Liens) or otherwise dispose of,
any of the Initial Closing Acquired Assets except in the ordinary course of business, (2) cancel,
compromise, waive or release any right or claim relating to the Initial Closing Acquired Assets
except in the ordinary course of business, (3) enter into any Initial Closing Assumed Contract
that would constitute a Material Contract if such Initial Closing Assumed Contract were entered
into prior to the date hereof or terminate or amend in any material respect any Material Contract,
(4) commence or settle any litigation, action, claim, arbitration, proceeding or investigation
relating to the Initial Closing Acquired Assets or Initial Closing Assumed Liabilities except in
the ordinary course of business, (5) except as required by applicable Legal Requirements,
terminate the employment of any Initial Closing Employee, increase or make any representation
about an increase in the annual remuneration of an Initial Closing Employee (other than
increases in base compensation pursuant to periodic performance reviews in the ordinary course
of business), or vary the terms of employment or engagement of any Initial Closing Employee or
(6) agree to do any of the foregoing in clauses (1) through (5) except in the ordinary course of
business. Without limiting the foregoing, and until the earlier of the Initial Closing or
termination of this Agreement, Seller shall, and shall cause the Seller Parties to, proactively
consult with Buyer and/or the applicable Buyer Parties in a timely manner in respect of any
material matter or material decision in connection with, relating to or otherwise having a material
impact on the Initial Closing Business and/or the Initial Closing Acquired Assets.
(b) Until the earlier of the Canada Closing or termination of this Agreement
and the Canada Purchase Agreement, without the prior written consent of Buyer, which consent
shall not be unreasonably withheld or delayed, Seller shall, and shall cause the Canada Seller to,
(i) operate the Canada Acquired Assets only in the ordinary course of the Canada Businesses to
which such Canada Acquired Assets relate, consistent with prior practices, (ii) comply in all
material respects with all applicable Legal Requirements and all applicable Governmental
Authorities and Licenses and (iii) use commercially reasonable efforts to preserve the Canada
Acquired Assets in good order, ordinary wear and tear excepted. Seller shall not, and shall cause
the Canada Seller not to, without the prior written consent of Buyer, which consent shall not be
unreasonably withheld or delayed, (1) sell, lease, subject to any Lien (other than Permitted
Liens) or otherwise dispose of, any of the Canada Acquired Assets except in the ordinary course
of business, (2) cancel, compromise, waive or release any right or claim relating to the Canada
Acquired Assets except in the ordinary course of business, (3) enter into any Canada Assumed
Contract that would constitute a Material Contract if such Canada Assumed Contract were
entered into prior to the date hereof or terminate or amend in any material respect any Material
Contract, (4) commence or settle any litigation, action, claim, arbitration, proceeding or
investigation relating to the Canada Acquired Assets or Canada Assumed Liabilities except in
the ordinary course of business, (5) except as required by applicable Legal Requirements,
terminate the employment of any Canada Employee (other than any termination of a Canada
Transferred Employee necessary or appropriate to facilitate the transition of employment of such
Canada Transferred Employee from Seller or the Seller Parties to Buyer or the Buyer Parties),
increase or make any representation about an increase in the annual remuneration of a Canada
Employee (other than increases in base compensation pursuant to periodic performance reviews
in the ordinary course of business), or vary the terms of employment or engagement of any
Canada Employee or (6) agree to do any of the foregoing in clauses (1) through (5) except in the
ordinary course of business. Without limiting the foregoing, and until the earlier of the Canada
Closing or termination of this Agreement and the Canada Purchase Agreement, Seller shall, and
- 25 -

shall cause the Canada Seller to, proactively consult with Buyer in a timely manner in respect of
any material matter or material decision in connection with, relating to or otherwise having a
material impact on the Canada Business and/or the Canada Acquired Assets. Notwithstanding
the foregoing, nothing herein shall, or shall be deemed to be, an acquisition of control of the
Canada Acquired Assets by Buyer until the Canada Closing Date.
(c) Notwithstanding anything to the contrary in this Section 6.1, Buyer shall
be deemed for purposes of this Section 6.1 to have consented to any action contemplated or
permitted by the terms of this Agreement or otherwise reasonably taken by Seller and its
Affiliates (A) in preparation for the sale of the Local Distribution Businesses and the Acquired
Assets to Buyer or the sale of any other business or assets of Seller or the Bucyrus Entities to any
other dealer of Seller and its Affiliates, (B) to settle intercompany transactions or agreements and
terminate or otherwise wind-down any affiliate transactions or agreements between Seller and its
Affiliates with respect to the Local Distribution Businesses or the Acquired Assets or (C) in
furtherance of any name change, change in domicile, entity form or ownership, merger or
consolidation, or similar corporate reorganization of Seller or any of the Seller Parties so long as
Seller or such Seller Party remains an Affiliate of Caterpillar, Inc.
6.2 Preparation for Closing.
(a) The Parties agree to use commercially reasonable efforts to satisfy the
conditions set forth in Articles 7 and 8 and the conditions to the Canada Closing set forth in the
Canada Purchase Agreement. Without limiting the generality of the foregoing, Buyer and Seller
shall, and shall cause the Buyer Parties and the Seller Parties and the Canada Seller, respectively,
to (i) use commercially reasonable efforts and reasonably cooperate with one another to comply
as promptly as practicable with all Legal Requirements applicable to the transactions
contemplated by this Agreement and to seek promptly all Consents of any applicable
Governmental Authorities necessary for the consummation of the transactions contemplated by
this Agreement and the Canada Purchase Agreement and (ii) use commercially reasonable efforts
to resolve favorably any review or consideration of the antitrust aspects of the transactions
contemplated by this Agreement and the Canada Purchase Agreement by any Governmental
Authority with jurisdiction over the enforcement of any applicable Antitrust Laws and
vigorously defend any action brought by any Governmental Authority or other Person seeking to
enjoin, prevent or delay the consummation of the transactions contemplated by this Agreement
and the Canada Purchase Agreement.
(b) Promptly upon execution and delivery of this Agreement, the Parties will
prepare and, as soon as reasonably practicable following the execution and delivery of this
Agreement (and in any event within ten (10) Business Days after the date hereof), file, or cause
to be prepared and filed, with the appropriate Governmental Authorities, any required or
mutually desirable notification, application and submissions with respect to the transactions
contemplated by this Agreement or the Canada Purchase Agreement pursuant to the Antitrust
Laws of the Relevant Antitrust Jurisdictions, supply all information requested by Governmental
Authorities in connection with the Antitrust Laws of the Relevant Antitrust Jurisdictions and
cooperate with each other in responding to any such request. Buyer shall be responsible for all
filing fees and other impositions required to be paid in connection with any Antitrust Laws of the
Relevant Antitrust Jurisdictions. Each of the Parties will furnish or cause to be furnished to the
- 26 -

other and, upon request, to any Governmental Authorities such information and assistance as
may be reasonably requested in connection with the foregoing, including by responding
promptly to and complying fully with any request for additional information or documents under
the Antitrust Laws of the Relevant Antitrust Jurisdictions and, to the extent permitted by
applicable Legal Requirements, keeping each other apprised of the status of any communication
with, and any inquiries or requests for additional information or documents from any
Governmental Authorities. To the extent permitted by applicable Legal Requirements, Buyer
shall provide Seller with, or cause Seller to be provided with, copies of any submission or
application in draft form (with any confidential information redacted therefrom, with a complete
copy to Seller’s external counsel) and shall provide Seller an opportunity to review and comment
upon any such submission or application and allow Seller’s counsel to participate in any
meetings or communications with the relevant Governmental Authorities.
6.3 Further Assurances. The Parties, upon the reasonable request from time to time
of the other Party after the Initial Closing (with respect to the Initial Closing Business, the Initial
Closing Acquired Assets and the Initial Closing Assumed Liabilities) and/or the Canada Closing
(with respect to the Canada Business, the Canada Acquired Assets and the Canada Assumed
Liabilities), at the expense of the requesting Party but without further consideration, shall do, and
shall cause the Buyer Parties, the Seller Parties or the Canada Seller, as appropriate, to do, each
and every act and thing as may be reasonably necessary or requested to evidence and effectuate
the transactions contemplated by this Agreement and the Canada Purchase Agreement. Without
limiting the generality of the foregoing, the Parties shall negotiate in good faith any changes to
the Transfer Documents, Initial Closing TSAs, Canada TSAs or other ancillary agreements as
may be reasonably required to effectuate the transactions contemplated herein and therein in the
applicable jurisdiction. With respect to any provision of this Agreement requiring a Seller Party
or Buyer Party to perform or refrain from performing any action, to the extent not otherwise
expressly provided in such provision, Seller or Buyer, as applicable, shall cause the applicable
Seller Party or Buyer Party, respectively, to perform or refrain from performing such action.
6.4 Covenants Regarding Information and Access to Employees.
(a) From the date hereof until the earlier of the Initial Closing Date and the
termination of this Agreement, to the extent permitted by applicable Legal Requirements, and
provided that Seller may withhold information to the extent required under any confidentiality
obligation owed to a third party (provided that Seller shall use commercially reasonable efforts to
seek consent to disclose such information to Buyer and the Buyer Parties), Seller shall, or shall
cause the Seller Parties to, (i) afford Buyer, the Buyer Parties and their respective officers,
principals, employees, advisors, bankers and other representatives (collectively,
“Representatives”) reasonable access (including for inspection and copying) at all reasonable
times to the Initial Closing Acquired Assets and Seller’s and the Seller Parties’ respective
Representatives, properties, offices, and other facilities, and books and records to the extent
relating to Initial Closing Acquired Assets, and (ii) furnish Buyer or the Buyer Parties with such
financial, operating and other data and information in connection with the Initial Closing
Acquired Assets or the Initial Closing Business as Buyer or the Buyer Parties may reasonably
request.
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(b) From the date hereof until the earlier of the Canada Closing Date and the
termination of this Agreement, and the Canada Purchase Agreement, to the extent permitted by
applicable Legal Requirements, and provided that Seller and the Canada Seller may withhold
information to the extent required under any confidentiality obligation owed to a third party
(provided that Seller and Canada Seller shall use commercially reasonable efforts to seek consent
to disclose such information to Buyer), Seller shall, or shall cause the Canada Seller to, (i) afford
Buyer and its Representatives reasonable access (including for inspection and copying) at all
reasonable times to the Canada Acquired Assets and Canada Seller’s Representatives, properties,
offices, and other facilities, and books and records to the extent relating to the Canada Acquired
Assets, and (ii) furnish Buyer with such financial, operating and other data and information in
connection with the Canada Acquired Assets or the Canada Business as Buyer may reasonably
request.
(c) From and after the Initial Closing or the Canada Closing (as applicable),
Buyer and its Affiliates shall permit Seller and its Affiliates to have reasonable access to any
information in Buyer’s or any of its Affiliates’ possession, and shall make available the Initial
Closing Employees or the Canada Transferred Employees (as applicable) on a mutually
convenient basis for interviews or testimony, in each case to the extent reasonably necessary for
Seller and its Affiliates to contest or defend any litigation, action, claim, arbitration, proceeding,
mediation, investigation relating to or arising out of any fact, situation, circumstance, incident,
action, failure to act or transaction existing on or prior to the Initial Closing Date or the Canada
Closing Date (as applicable), all at the cost and expense of Seller and its Affiliates to the extent
of any out-of-pocket expenses; provided, that this Section 6.4(c) shall not apply to disputes or
litigation among the Parties and their respective Affiliates.
6.5 Consents. Prior to the Initial Closing (in the case of any Initial Closing Assumed
Contract) and/or the Canada Closing (in the case of any Canada Assumed Contract), Seller shall,
or shall cause the Canada Seller and the Seller Parties (as applicable) to, use commercially
reasonable efforts to seek written Consents from the counterparties to any Assumed Contract that
requires the Consent of such counterparty to assign such Assumed Contract or that enables such
counterparty to terminate or materially modify the applicable Assumed Contract upon the
consummation of the transactions contemplated hereby; provided, however, that Buyer shall, and
shall cause the Buyer Parties to, use commercially reasonable efforts to assist Seller, the Seller
Parties or the Canada Seller (as applicable) in doing so. For the avoidance of doubt, the failure
by Seller, the Seller Parties or the Canada Seller to secure any Consents shall not constitute a
failure to satisfy any condition set forth in Article 7 or the Canada Purchase Agreement or a
breach of this Agreement or the Canada Purchase Agreement.
6.6 Initial Closing Employee Matters.
(a) All operations performed by Seller and the applicable Seller Party will be
assumed by Buyer or the applicable Buyer Party in accordance with the terms of this Agreement,
which, therefore, will assume the applicable Seller Party’s legal capacity as employer for all the
legal, regulatory and contractual purposes, in accordance with article 4 of the Chilean Labour
Code, and the current employment contracts of the Initial Closing Employees shall maintain their
validity and continuity with Buyer or the applicable Buyer Party.
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(b) From the date of this Agreement until the Initial Closing, Seller must
promptly provide to Buyer:
(i) notice of the termination of employment of any Initial Closing
Employee for any reason including details of the name, position, location and termination date of
that Initial Closing Employee;
(ii) notice of the commencement of employment of any person who
becomes an Initial Closing Employee in accordance with this Agreement including accurate
details of their employment; and
Section 3.8(c).
(iii) notice of any changes to the information provided pursuant to
(c) On or before the Initial Closing Date, Seller or a Seller Party must pay to
each Initial Closing Employee all amounts to which the Initial Closing Employee is entitled
including wages, salary, allowances, superannuation contributions, commissions, benefits
(including long and short term incentive plans and entitlements under employee share plans,
option plans, phantom share or option plans) and any other remuneration or benefit payable or
required to be provided to an Initial Closing Employee accrued or arising at the Initial Closing in
relation to such Initial Closing Employee’s employment by Seller and the Seller Parties before
the Initial Closing; provided, however, that nothing in this Section 6.6 places any obligation on
Seller or any Seller Party to make payment of (1) the Initial Closing Employee Entitlements, (2)
the Initial Closing Bonus Entitlements or (3) the Initial Closing Severance Amounts, in each
case, in respect of any Initial Closing Employee. Subject to Section 1.2(b), such Initial Closing
Employee Entitlements and Initial Closing Bonus Entitlements and such Initial Closing
Severance Amounts (if applicable) will be transferred to and shall be assumed by and the sole
responsibility of Buyer or the applicable Buyer Party.
(d) From and after the Initial Closing Date, Buyer or the applicable Buyer
Party shall collect and be entitled to retain payments from the applicable Initial Closing
Employees in respect of any loans comprising any portion of the Chilean Employee Loan
Amount.
(e) With effect from the Initial Closing, Buyer or the applicable Buyer Party
must pay to or in respect of each Initial Closing Employee as and when they fall due amounts
arising out of or in connection with:
(i) all base salary, incentive compensation opportunities and employee
benefits of that Initial Closing Employee accruing after the Initial Closing;
(ii) all allowances, superannuation contributions and commissions of
that Initial Closing Employee accruing after the Initial Closing;
(iii) all Initial Closing Employee Entitlements of that Initial Closing
Employee (A) accrued but unused as of the Initial Closing and (B) accruing after the Initial
Closing;
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(iv) all Initial Closing Bonus Entitlements of that Initial Closing
Employee (A) accrued but unpaid as of the Initial Closing and (B) accruing after the Initial
Closing; and
(v) all severance and termination pay or other redundancy costs of that
Initial Closing Employee (including all fines, penalties, taxes or surcharges assessed by any
Governmental Authority in connection therewith).
Following the Initial Closing Date and with effect as of the Initial Closing Date, Buyer or the
applicable Buyer Party shall assume and be responsible for all obligations and liabilities with
respect to the Initial Closing Employees, including pursuant to any employment contracts of the
Initial Closing Employees, that arise after the Initial Closing Date.
(f) From and after the Initial Closing through at least December 31, 2012,
Buyer shall and shall cause the applicable Buyer Parties to provide employment to the Initial
Closing Employees for base salary, incentive compensation opportunities and employee benefits
which are substantially comparable in the aggregate to the base salary, incentive compensation
opportunities and employee benefits provided by Seller or a Seller Party to such Initial Closing
Employees immediately prior to the Initial Closing. Notwithstanding the foregoing, nothing
herein shall obligate Buyer or any Buyer Party to retain the employment of any particular Initial
Closing Employee.
(g) From and after the Initial Closing, Buyer shall and shall cause the
applicable Buyer Parties to pay if and when they fall due in July 2012 all Initial Closing
Employee Retention Bonus Entitlements; provided, however, that Seller shall promptly, and in
any event within ten (10) Business Days after the date of payment of the Initial Closing
Employee Retention Bonus Entitlements, reimburse Buyer or such Buyer Party for the full
amount of such Initial Closing Employee Retention Bonus Entitlements, by wire transfer of
immediately available funds to the account designated in writing by Seller.
6.7 MARCs. After the Initial Closing (or, in the case of a Canada MARC, after the
Canada Closing), Buyer and Seller or their respective designated Affiliates shall negotiate in
good faith to enter into definitive MARC integration contract support agreements (each, an “ICS
Agreement”) as promptly as reasonably practicable after the Initial Closing (or, in the case of a
Canada MARC, after the Canada Closing) with respect to each MARC, in each case in
accordance with the principles and subject to the limitations set forth on Schedule 6.7(b). Each
such ICS Agreement shall be evidenced in a writing signed by the applicable parties.
6.8 Pre-Closing Warranty Liabilities. From and after the Initial Closing or the
Canada Closing (as applicable), Seller shall, or shall cause the applicable Seller Party to,
reimburse Buyer and the Buyer Parties for Reimbursable Warranty Costs incurred by Buyer and
the Buyer Parties in connection with the performance of the Bucyrus Warranties with respect to
Applicable Warranty Items sold in (a) the Initial Closing Territories before the Initial Closing or
(b) the Canada Territories before the Canada Closing, in each case of the foregoing clauses (a)
and (b) by any of the Bucyrus Entities or their respective dealers in accordance with the standard
warranty administration process of the Bucyrus Entities as in effect from time to time with
respect to the Local Distribution Businesses in the applicable portion of the Territories; provided,
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that (i) Seller and the Seller Parties shall have no Liability under this Section 6.8 for any work or
repair performed, replacement product or part provided or service rendered by Buyer or any
Buyer Party that is not required to be performed or rendered under the terms of the applicable
Bucyrus Warranty; and (ii) Buyer and the Buyer Parties shall file and administer such warranty
claims in accordance with the standard warranty administration process of the Bucyrus Entities
as in effect from time to time with respect to the Local Distribution Businesses in the applicable
portion of the Territories.
6.9 Support Programs; Dealer/Bucyrus Orders.
(a) With respect to any product or part originally manufactured, produced or
otherwise supplied by any Bucyrus Entity (each, a “Bucyrus Supplied Product”) that is
distributed by Buyer or any of its Affiliates from and after the Initial Closing or the Canada
Closing (as applicable) in fulfillment of any Assumed Contract, whether such Bucyrus Supplied
Product is sourced from the Acquired Inventories or pursuant to a Dealer/Bucyrus Order actually
issued or deemed to have been issued after the Initial Closing or the Canada Closing (as
applicable) pursuant to Section 6.9(b), the Parties shall cooperate in good faith to establish
products and parts support programs (including parts incentive programs and merchandising
support programs) to target typical margins for Buyer and its Affiliates with respect to each such
Bucyrus Supplied Product distributed in fulfillment of an Assumed Contract taking into account
the pricing, including current discounting arrangements, that applies to such Bucyrus Supplied
Products under the applicable Assumed Contract (each, a “Support Program”); provided, that this
Section 6.9(a) shall not apply to, and no separate Support Program shall be available with respect
to, any Bucyrus Supplied Product that is supplied in connection with (i) any MARC (it being
understood that the integration contract support arrangement applicable to such MARC in
accordance with Section 6.7 shall govern), (ii) any Transferred Prime Product Order (it being
understood that the provisions set forth in Section 6.18 shall govern) or (iii) any Assumed
Contract to the extent amended or modified from and after the Initial Closing or the Canada
Closing (as applicable). Each Support Program established pursuant to the foregoing sentence
shall be administered in accordance with the standard products and parts support processes of
Seller and its Affiliates as may be in effect from time to time in the applicable portion of the
Territories.
(b) For any Bucyrus Supplied Product that is not sourced from the Acquired
Inventories, Buyer or its applicable Affiliate shall, to the extent an actual purchase order is not
issued by Buyer or such applicable Affiliate and accepted by Seller or its applicable Affiliate, be
deemed to have placed a purchase order with Seller or its applicable Affiliate for such Bucyrus
Supplied Product on the standard terms and conditions of sale of the Bucyrus Entities then
applicable to such Bucyrus Supplied Product (each such actual or deemed purchase order, a
“Dealer/Bucyrus Order”).
(c) Notwithstanding the foregoing clauses (a) and (b) of this Section 6.9,
locally supplied items, assets and commissioning services provided by Seller or any of its
Affiliates with respect to any Assumed Contract shall not constitute Bucyrus Supplied Products
and shall be transferred from Seller or its applicable Affiliate to Buyer or its applicable Affiliate
at pricing to be mutually agreed and on the standard terms and conditions of sale of the Bucyrus
Entities then applicable to such items, assets or commissioning services.
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6.10 Bucyrus Guaranties. Buyer acknowledges that in the course of conduct of the
Local Distribution Businesses, Seller and the Bucyrus Entities have entered into various
arrangements (and may enter into other such arrangements between the date hereof and the
Initial Closing Date (with respect to the Initial Closing Business) or the Canada Closing Date
(with respect to the Canada Business) in the ordinary course of business in addition to or in
replacement thereof to the extent not previously released or replaced by Buyer as provided
herein) in which letters of credit, bonds, guarantees and suretyships were issued or will be issued
by or on behalf of Seller and the Bucyrus Entities in favor of third parties to support or facilitate
business transactions or activities of the Local Distribution Businesses (such letters of credit,
bonds, guarantees and suretyships, together with any similar arrangements entered into after the
date hereof, to the extent relating to the Acquired Assets, the Assumed Liabilities or the Local
Distribution Businesses are hereinafter referred to as the “Bucyrus Guaranties”). Buyer shall
use, or shall cause its Affiliates to use, their commercially reasonable efforts to obtain the release
of Seller and its Affiliates from any Liability arising from matters occurring after the Initial
Closing (with respect to the Initial Closing Business) or the Canada Closing (with respect to the
Canada Business) in respect of the Bucyrus Guaranties, including by obtaining replacement
bonds and/or agreeing to enter into other replacement credit support reasonably acceptable to
Buyer in favor of any third party who is the beneficiary of such Bucyrus Guaranty to the extent
necessary to effect such release as of the Initial Closing Date (with respect to the Initial Closing
Business) or the Canada Closing Date (with respect to the Canada Business). To the extent the
release referred to in the immediately preceding sentence has not occurred at or prior to the
Initial Closing Date (with respect to the Initial Closing Business) or the Canada Closing Date
(with respect to the Canada Business) and the Initial Closing and/or the Canada Closing (as
applicable) occurs, Buyer shall continue to use its commercially reasonable efforts to release
Seller and its Affiliates from any Liability in respect of the Bucyrus Guaranties as soon as
practicable after the Initial Closing and/or the Canada Closing (as applicable), and, subject to
Section 1.5 in the case of any Unassigned Asset, Seller and its Affiliates shall have no obligation
to renew, extend or otherwise replace any Bucyrus Guaranties.
6.11 Misdirected Payments and Assets. To the extent that either Buyer or one of its
Affiliates, on the one hand, or Seller or one of its Affiliates, on the other hand, receives payment
of an account, trade or note receivable or other payment from a customer or any other obligor
owned by the other (including by way of notice from the other), or is in possession of any assets
(including, in the case of Buyer or its Affiliates, any Excluded Asset) as to which the other is
entitled or to which the other is entitled to the benefit pursuant to this Agreement, the party
receiving such payment or having possession of such asset agrees to promptly (and in any event
no later than five (5) Business Days after making such determination) remit such payment to the
designated bank account of the owner of such receivable or payment or otherwise make such
asset available to the other party for possession (at the receiving party’s sole cost and expense).
6.12 Notification.
(a) From the date hereof until the Initial Closing Date, as promptly as
practicable following the discovery thereof, Seller shall disclose to Buyer in writing any
development, fact or circumstance identified by Seller after the date hereof that would result in
(i) a Material Adverse Effect or (ii) any of the representations and warranties contained in Article
3 not being true as of and on the Initial Closing Date in the form of a supplement to the
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Disclosure Schedules specifying such development, fact or circumstance (each such supplement,
a “Schedule Supplement”); provided, that except as set forth in Section 6.12(b), such Schedule
Supplement shall have no effect for purposes of the indemnification obligations of Seller or the
conditions to the Initial Closing set forth in Article 7 and shall be for informational purposes
only.
(b) In the event that Seller delivers a Schedule Supplement pursuant to
Section 6.12(a) that reflects any developments, facts or circumstances which individually or in
the aggregate would result in any of the representations and warranties contained in Article 3 not
being true in all material respects as of and on the Initial Closing Date, such that Buyer would be
entitled to terminate this Agreement and the Canada Purchase Agreement pursuant to Section
2.3(b) as a result of the developments, facts or circumstances described in such Schedule
Supplement, and Buyer does not within ten (10) days after Buyer’s receipt of such Schedule
Supplement terminate this Agreement on the basis of such Schedule Supplement pursuant to
Section 2.3(b), then such Schedule Supplement shall be deemed to have cured any
misrepresentation or breach of representation or warranty that otherwise would have existed
hereunder by reason of the developments, facts or circumstances described in such Schedule
Supplement, and Buyer will not have any claim for indemnification for the developments, facts
or circumstances described in such Schedule Supplement.
(c) From and after the Initial Closing Date and until the Canada Closing Date,
as promptly as practicable following the discovery thereof, Seller shall cause the Canada Seller
to deliver a Schedule Supplement to Buyer disclosing any development, fact or circumstance that
would result in any of the representations and warranties contained in Article 3 not being true
with respect to the Canada Acquired Assets and/or the Canada Business as of and on the Canada
Closing Date. Any such Schedule Supplement shall be deemed to have cured any
misrepresentation or breach of representation or warranty that otherwise would have existed
hereunder by reason of the developments, facts or circumstances described in such Schedule
Supplement, and Buyer and its Affiliates will not have any claim for indemnification for the
developments, facts or circumstances described in such Schedule Supplement.
(d) Notwithstanding anything to the contrary in Sections 6.12(a), 6.12(b) and
6.12(c), if, at any time from the date hereof until the Initial Closing Date or the Canada Closing
Date (as applicable), Seller discovers in good faith that any agreement, contract (including
purchase or sales order), obligation, order or undertaking (i) is listed on Schedule 1.1(a) as an
Assumed Contract but does not relate exclusively to the Acquired Real Property or the Local
Business and thus should not constitute an Assumed Contract, (ii) is not listed on Schedule 1.1(a)
as an Assumed Contract but relates exclusively to the Acquired Real Property or the Local
Distribution Businesses and thus should constitute an Assumed Contract, or (iii) is or is not listed
on Schedule 6.13(a) as a Shared Contract but should not or should, as the case may be, have been
listed as a Shared Contract, then Seller shall have the right to update any or all of Schedules
1.1(a) (to the extent relating to Assumed Contracts), 1.1(b) (to the extent relating to Excluded
Contracts), 6.7(a) and 6.13(a), in each case as applicable, by delivering written notice thereof to
Buyer at least fifteen (15) days prior to the Initial Closing or the Canada Closing (as applicable),
together with any corresponding changes that may be required to the Disclosure Schedule based
on such discovery in order for the representations and warranties contained in Article 3 to be true
as of and on the Initial Closing Date or the Canada Closing Date, as applicable (each such
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written notice, an “Assumed Contract Update Notice”). No Assumed Contract Update Notice
shall be deemed to constitute a Schedule Supplement, and any update to the Disclosure Schedule
contained in an Assumed Contract Update Notice shall be effective to cure any breach of
representation or warranty for purposes of the indemnification obligations of Seller pursuant to
Section 9.1(a) and for purposes of the conditions to the Initial Closing set forth in Article 7.
6.13 Shared Contracts.
(a) With respect to each of the contracts and agreements listed in Schedule
6.13(a) (collectively, the “Shared Contracts”), prior to the Initial Closing and, to the extent that a
Shared Contract relates to the Canada Business, the Canada Closing, Seller and Buyer shall use
their commercially reasonable efforts to work together (and, if necessary and desirable, to work
with the third parties to the Shared Contracts and other dealers of Seller) in an effort to divide,
modify and/or replicate (in whole or in part) as appropriate and, if practicable, novate, the
respective rights and obligations under and in respect of each such Shared Contract such that,
effective as of the Initial Closing (and/or, to the extent relating to the Canada Business, as of the
Canada Closing), (A) Buyer or its designated Affiliate shall be the beneficiary of the rights and
shall be responsible for the obligations related to that portion of such Shared Contract to the
extent relating to the Local Distribution Businesses (the “Local Business Portion”) (so that,
subsequent to the Initial Closing and/or the Canada Closing, as applicable, Seller and its
Affiliates shall have no rights or obligations with respect to the Local Business Portion of such
Shared Contract) and (B) Seller or the applicable Bucyrus Entity (and/or another dealer of Seller
designated by Seller) shall continue to be the beneficiary of the rights and shall be responsible
for the obligations related to such Shared Contract other than the Local Business Portion (the
“Non-Local Business Portion”) (so that, subsequent to the Initial Closing and/or the Canada
Closing, as applicable, Buyer and its Affiliates shall have no rights or obligations with respect to
the Non-Local Business Portion of such Shared Contract). With respect to any Shared Contract
that is formally divided, modified and/or replicated in accordance with the foregoing sentence
prior to the Initial Closing and/or the Canada Closing (as applicable), the Local Business Portion
shall be assigned at the Initial Closing or the Canada Closing (as applicable) to Buyer or another
Buyer Party designated by Buyer at the Initial Closing or the Canada Closing (as applicable) and
shall be deemed to be an Initial Closing Assumed Contract or a Canada Assumed Contract, as
applicable. The Parties also agree that, although they hereby agree to use commercially
reasonable efforts to divide, modify and/or replicate (in whole or in part) as appropriate and, if
possible, novate, the respective rights and obligations under and in respect of each such Shared
Contract prior to the Initial Closing and/or the Canada Closing (as applicable) and the Parties
hereby agree to cooperate with each other (and, as applicable, other dealers of Seller and its
Affiliates) in attempting to obtain all such arrangements, any failure to obtain any such
arrangements by any of them for any reason in and of itself whatsoever shall not constitute a
breach of this Agreement or the Canada Purchase Agreement.
(b) If the Parties are not able to enter into an arrangement to formally divide,
modify and/or replicate one or more Shared Contracts prior to the Initial Closing and/or the
Canada Closing (as applicable) as contemplated by Section 6.13(a), then:
(i) the Shared Contracts marked on Schedule 6.13(a) with (x) an
asterisk (such Shared Contracts, the “Initial Closing Shared Contracts”) shall be assigned at the
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Initial Closing and (y) with a double asterisk (such Shared Contracts, the “Canada Shared
Contracts”) shall be assigned at the Canada Closing, in each case of the foregoing clauses (x) and
(y) to Buyer or another Buyer Party designated by Buyer and shall constitute Initial Closing
Assumed Contracts or Canada Assumed Contracts (as applicable); provided, that to the extent
reasonably within the contractual or other ability or control of Buyer, (A) Buyer or such Buyer
Party shall cooperate with Seller (and, at Seller’s request, any other dealer of Seller) in any
lawful arrangement to continue to provide Seller and the other applicable Bucyrus Entities (and,
at Seller’s request, any other dealer of Seller) with the net benefits of the Non-Local Business
Portion of any such Shared Contract to the extent (and only to the extent) that such benefits may
be provided without violating applicable Legal Requirements or the terms of such Shared
Contract and (B) Seller shall, or shall cause another Bucyrus Entity to (or, upon assignment of
the Non-Local Business Portion of such Shared Contract to another dealer of Seller, such dealer
shall be solely responsible to (provided that such dealer shall have contractually assumed and
agreed to be bound by the obligations thereunder)), perform at its sole expense the obligations
under the Non-Local Business Portion of such Shared Contract; provided, further, that Seller
shall (or shall contractually require another of its dealers to) reimburse the Buyer Parties for any
reasonable and documented out of pocket expenses incurred in connection with any such
arrangement; and
(ii) the Shared Contracts that are not marked with an asterisk or double
asterisk on Schedule 6.13(a) (such Shared Contracts, the “Non-Local Business Shared
Contracts”) shall be retained at the Initial Closing and the Canada Closing by the Seller Parties
and shall constitute Excluded Contracts; provided, that to the extent reasonably within the
contractual or other ability or control of Seller, (x) Seller shall, and shall cause the applicable
Seller Parties to, cooperate with Buyer in any lawful arrangement to provide Buyer and the other
applicable Buyer Parties with the net benefits of the Local Business Portion of any such Non-
Local Business Shared Contract to the extent (and only to the extent) that such benefits may be
provided without violating applicable Legal Requirements or the terms of such Non-Local
Business Shared Contract (it being understood that if such Non-Local Business Shared Contract
is assigned to another dealer of Seller, such dealer shall be solely responsible for cooperating in
such lawful arrangement to provide the Buyer Parties with the net benefits of the Local Business
Portion (provided that such dealer shall have contractually assumed and agreed to be bound by
the obligations thereunder)) and (y) Buyer shall, or shall cause another Buyer Party to, perform
at its sole expense the obligations under the Local Business Portion of such Non-Local Business
Shared Contract; provided, further, that Buyer shall reimburse the Seller Parties (or, if
applicable, such other dealer(s) of Seller) for any reasonable and documented out of pocket
expenses incurred in connection with any such arrangement.
(c) From and after the Initial Closing and, to the extent a [Redacted] 1 relates
to the Canada Business, the Canada Closing, Buyer shall, or shall cause one of its Affiliates to,
perform all of the obligations of Seller, its Affiliates and any of their respective dealers arising
under any of the [Redacted], in each case to the extent relating to the Local Distribution
Businesses. Without limiting the generality of the foregoing, Buyer or its designated Affiliate
shall perform all such obligations for the maintenance, repair, servicing and assembly of any
1 All redactions in this 6.13(c) involve references to confidential customer contracts or parties
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products or parts that (i) were sold by Seller, its Affiliates or any of their respective dealers
pursuant to any of the [Redacted] (including under any purchase order or local supply agreement
issued thereunder) prior to the Initial Closing (and/or, to the extent a [Redacted] relates to the
Canada Business, the Canada Closing) or (ii) are ordered by [Redacted], [Redacted] or any of
their respective Affiliates pursuant to the [Redacted] from and after the Initial Closing (and/or, to
the extent a [Redacted] relates to the Canada Business, the Canada Closing).
6.14 Insurance Policies. Buyer acknowledges that it will be responsible for obtaining
its own insurance with respect to (i) the Initial Closing Acquired Assets as of the Initial Closing
and (ii) the Canada Acquired Assets as of the Canada Closing. Seller shall have no
responsibility for insuring the Initial Closing Acquired Assets from and after the Initial Closing
or the Canada Acquired Assets from and after the Canada Closing.
6.15 Vehicle Titles. With respect to any owned vehicles or other owned tangible
personal property for which a certificate of title or other registration is required under applicable
Legal Requirements or has been issued by any applicable Governmental Authority, Seller shall
cooperate with Buyer to cause such certificates of title or other registrations to be issued in the
name of Buyer or a Buyer Party designated by Buyer and to otherwise reflect the ownership
interest of Buyer or such Buyer Party therein in accordance with applicable Legal Requirements,
in each case as promptly as practicable after the Initial Closing and/or the Canada Closing (as
applicable).
6.16 Inventory Returns. Within fifteen (15) days after the second anniversary of the
Initial Closing Date or the Canada Closing Date (as applicable), Buyer and the Buyer Parties
shall have the one-time right to return any portion of the Initial Closing Acquired Inventories or
the Canada Acquired Inventories (as applicable) (excluding any raw materials or Acquired WIP),
to Seller at a return value equal to the value assigned to the applicable Acquired Inventory in
connection with the calculation of Initial Closing Net Working Capital or the Canada Closing
Net Working Capital (as applicable); provided, that with the prior written consent of Seller,
Buyer and the Buyer Parties may return, on or after the first anniversary but before the second
anniversary of the Initial Closing Date or the Canada Closing Date (as applicable), any item of
the Initial Closing Acquired Inventory or the Canada Acquired Inventory (as applicable)
(excluding any raw materials or Acquired WIP), that was individually valued in excess of
$100,000 in connection with the calculation of the Initial Closing Net Working Capital or the
Canada Closing Net Working Capital (as applicable); provided, further, that each item of Initial
Closing Acquired Inventory or Canada Acquired Inventory that is returned must be returned in
substantially the same condition as such item was in as of the Initial Closing Date or the Canada
Closing Date (as applicable) ordinary wear and tear excepted, and not used or damaged. Except
as provided in the foregoing sentence, Buyer and the Buyer Parties shall not be permitted to
return any of the Acquired Inventories.
6.17 Refurbishment. For each item of the Initial Closing Acquired Inventory or the
Canada Acquired Inventory (as applicable) (excluding any raw materials or Acquired WIP) that
Buyer or the applicable Buyer Party establishes to the reasonable satisfaction of Seller to be in a
condition as of the Initial Closing Date or the Canada Closing Date (as applicable) that causes
such item to be in need of refurbishment, restoration or repair in order for such item of Acquired
Inventory to be in saleable condition (each, a “Refurbished Item”), then for any such
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efurbishment, restoration or repair with respect to such Refurbished Item that costs,
individually, $2,000 or more (based upon documented, reasonably allocable cost of labor and
documented out-of-pocket costs and expenses) and is required to fulfill any customer order
invoiced by Buyer or the applicable Buyer Party within thirty (30) days after the date of the
completion of such refurbishment, restoration or repair, Seller shall provide to Buyer or such
Buyer Party a future credit on purchases of products or parts in an amount equal to the
documented amount of such costs of refurbishment, restoration or repair; provided, that Seller
shall have no further obligations pursuant to this Section 6.17 after the second anniversary of the
Initial Closing Date or Canada Closing Date (as applicable); provided, further, that the
maximum, aggregate Liability of Seller pursuant to this Section 6.17 shall not exceed an amount
equal to five percent (5%) of the aggregate value assigned to the Initial Closing Acquired
Inventory or the Canada Acquired Inventory (as applicable) (excluding any raw materials or
Acquired WIP) in connection with the calculation of Initial Closing Net Working Capital or the
Canada Closing Net Working Capital (as applicable).
6.18 Transferred Prime Product Orders; Retained Orders.
(a) Performance of Transferred Prime Product Orders. Buyer shall, or shall
cause the applicable Buyer Party to, perform the Transferred Prime Product Orders.
(b) Payment of the Buyer Base Machine Price. Buyer shall, or shall cause the
applicable Buyer Party to, pay to the applicable Seller, or the applicable Affiliate of Seller, the
Buyer Base Machine Price for each Base Machine that Seller, or any Affiliate of Seller, delivers
to Buyer, or any Affiliate of Buyer, in connection with a Transferred Prime Product Order, in
each case when due in accordance with the standard terms and conditions of Sellers as in effect
from time to time.
(c) Non-Machine Requirements Credit. On a quarterly basis, Buyer and
Seller shall determine the aggregate amount of the Non-Machine Requirements Credit to which
Buyer is entitled, if any; provided, however, that notwithstanding anything to the contrary herein,
Buyer shall be entitled to a Non-Machine Requirements Credit for a Validated Non-Machine
Claim Amount only after and to the extent that the aggregate amount of all Validated Non-
Machine Claim Amounts has exceeded $2,500,000.
(d) Dispute Resolution. In the event of a dispute over the substantiation and
validation of a Non-Machine Requirements Credit that cannot be resolved after reasonable good
faith efforts by Buyer and Seller within a period of ninety (90) days, then such dispute shall be
referred for resolution to the Mining General Manager of Seller for the applicable Territory, in
the case of Seller, and to the dealer principal of Buyer for the applicable Territory, in the case of
Buyer. Such individuals shall use good faith efforts for a period of thirty (30) days after such
referral to resolve such dispute on a commercial level.
(e) Transferred Prime Product Orders Schedule. Notwithstanding any other
provision in this Agreement, the Parties agree to cooperate in good faith to complete Schedule
6.18 in a manner consistent with and applying the principles and methodologies used to complete
the illustrative form of such Schedule provided by Seller to Buyer prior to the date hereof to
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eflect the list of applicable Transferred Prime Product Orders as of the date that is thirty (30)
days prior to the Initial Closing Date or the Canada Closing Date (as applicable).
(f) Retained Orders. Prior to the Initial Closing or the Canada Closing (as
applicable), the Parties shall cooperate in good faith to identify customer orders and contracts
nearing completion and relating to the Local Distribution Businesses that shall not be
Transferred Prime Product Orders and that shall not be transferred to Buyer (the “Retained
Orders”).
6.19 Initial Closing TSAs; Canada Closing TSAs.
(a) From the date of this Agreement until the Initial Closing or the Canada
Closing (as applicable), Seller and Buyer shall work together in good faith to identify any
additional services (including Buyer providing to Seller collection services in respect of any
Accounts Receivable that are not assigned to Buyer or a Buyer Party) that may need to be
provided by Seller to Buyer or by Buyer to Seller, as the case may be, under the applicable Initial
Closing TSAs or Canada Closing TSAs (as applicable), in each case, in connection with the
Initial Closing Territories or the Canada Closing Territories (as applicable). Seller and Buyer
acknowledge and agree that any such services identified to be provided under the Initial Closing
TSAs or the Canada Closing TSAs shall be provided on a fully burdened cost basis other than in
the case of real property leases between Buyer or a Buyer Party, on the one hand, and Seller or a
Seller Party, on the other hand, which shall be on a fair market value basis.
(b) From the date of this Agreement until the Initial Closing or the Canada
Closing (as applicable), Seller and Buyer shall work together in good faith to enter into, or cause
the applicable Seller Party or Buyer Party, respectively, to enter into, one or more transition
services agreements (the “Retained WIP and Retained Orders TSAs”) pursuant to which Buyer,
the applicable Buyer Party or their respective Affiliates shall provide the services necessary for
Seller or the applicable Seller Party to complete the Retained WIP and Retained Orders in
accordance with the contracts of Seller or the applicable Seller Party in respect thereof and in a
manner reasonably satisfactory to Seller, in each case, in accordance with the principles set forth
on Exhibit G, notwithstanding the provisions of Section 6.19(a).
(c) Notwithstanding any other provision in this Agreement, from the date of
this Agreement and continuing after the Initial Closing, Seller shall use commercially reasonable
efforts to obtain approval from the duty-free commercial port center (or Zona Franca) of South
America traditionally called Zofri (the “Zofri Consent”) in connection with the leased real
property located at Calle Bellavista, Manzana B, Sitio 17B, Barrio Industrial Zofri, Iquique,
Tarapaca 111-2182, and the owned facility located thereon (collectively, the “Iquique Property”).
Within five (5) Business Days after the Zofri Consent has been obtained, Seller and the
applicable Seller Parties and Buyer and the applicable Buyer Parties shall execute and deliver to
the other Party the Transfer Documents applicable to the Iquique Property.
7. Conditions Precedent to the Obligations of Buyer. The obligations of Buyer and the
Buyer Parties to consummate the Initial Closing are subject to satisfaction of all of the following
conditions by the Initial Closing Date (any one or more of which may, to the extent permitted by
applicable Legal Requirements, be waived in writing by Buyer in Buyer’s sole discretion):
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7.1 Representations; Warranties; Covenants. All of the representations and
warranties of Seller set forth in this Agreement shall have been true and correct in all material
respects as of the date hereof and shall be true and correct in all material respects as of the Initial
Closing as if made on the Initial Closing Date (except to the extent that any such representation
or warranty is made as of a specific date, in which case such representation or warranty shall
have been true and correct in all material respects as of such date). Seller shall have performed
and satisfied, or shall have caused to be performed and satisfied, in all material respects, all
material covenants and agreements required by this Agreement and the Canada Purchase
Agreement to be performed or satisfied or caused to be performed or satisfied by Seller at or
prior to the Initial Closing.
7.2 Closing Certificate. Seller shall have delivered to Buyer a certificate, dated as of
the Initial Closing Date, executed by an officer of Seller to the effect that each of the conditions
specified in Section 7.1 has been satisfied in all respects.
7.3 Legality; Litigation. No action, claim, arbitration, proceeding or investigation by
any Governmental Authority shall have been instituted at or prior to the Initial Closing relating
to this Agreement or the Canada Purchase Agreement or any of the transactions contemplated
hereby or thereby that makes this Agreement or the Canada Purchase Agreement or the
transactions contemplated hereby or thereby illegal or unenforceable.
7.4 No Material Adverse Effect. There shall have been no changes, developments or
events since the date of this Agreement that have had a Material Adverse Effect.
7.5 Deliveries. Seller shall have effected, or shall have caused to be effected, the
deliveries required pursuant to Section 2.2(b).
7.6 Mandatory Antitrust Approvals. The Mandatory Antitrust Approvals, other than
the Mandatory Canadian Antitrust Approval, shall have been obtained.
8. Conditions Precedent to the Obligations of Seller. The obligations of Seller and the
Seller Parties to consummate the Initial Closing are subject to satisfaction of all of the following
conditions by the Initial Closing Date (any one or more of which may, to the extent permitted by
applicable Legal Requirements, be waived in writing by Seller in Seller’s sole discretion):
8.1 Representations; Warranties; Covenants. All of the representations and
warranties of Buyer set forth in this Agreement shall have been true and correct in all material
respects as of the date hereof and shall be true and correct in all material respects as of the Initial
Closing as if made on the Initial Closing Date (except to the extent that any such representation
or warranty is made as of a specific date, in which case such representation or warranty shall
have been true and correct in all material respects as of such date). Buyer shall have performed
and satisfied, and shall have caused to be performed and satisfied, in all material respects, all
material covenants and agreements required by this Agreement and the Canada Purchase
Agreement to be performed or satisfied or caused to be performed or satisfied by Buyer at or
prior to the Initial Closing.
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8.2 Closing Certificate. Buyer shall have delivered to Seller a certificate, dated as of
the Initial Closing Date, executed by an officer of Buyer to the effect that each of the conditions
specified in Section 8.1 has been satisfied in all respects.
8.3 Legality; Litigation. No action, claim, arbitration, proceeding or investigation by
any Governmental Authority shall have been instituted at or prior to the Initial Closing relating
to this Agreement or the Canada Purchase Agreement or any of the transactions contemplated
hereby or thereby that makes this Agreement or the Canada Purchase Agreement or the
transactions contemplated hereby or thereby illegal or unenforceable.
8.4 Deliveries. Buyer shall have effected, or shall have caused to be effected, the
deliveries required pursuant to Section 2.2(a).
8.5 Mandatory Antitrust Approvals. The Mandatory Antitrust Approvals, other than
the Mandatory Canadian Antitrust Approval, shall have been obtained.
9. Indemnification.
9.1 Seller’s Indemnification of Buyer. From and after the Initial Closing, Seller shall
indemnify, defend and hold Buyer, the Buyer Parties and their respective Affiliates (collectively,
the “Buyer Indemnified Parties”) harmless from, against and in respect of any claim, loss,
damage, liability, award, assessment, judgment, fine, penalty, fee, cost, charge, action, suit,
proceeding, expense, deficiency or amount paid in settlement, including reasonable attorneys’
fees and expenses incurred in defending against any of the foregoing (collectively, “Losses”)
actually incurred or suffered (regardless of when incurred or suffered), to the extent resulting
from:
(a) any breach of, or inaccuracy in, any representation or warranty made by
Seller (i) in this Agreement (x) with respect to the Initial Closing Acquired Assets and/or the
Initial Closing Business, on and as of the date of this Agreement and on and as of the Initial
Closing Date as if made anew as of the Initial Closing (except to the extent any such
representation or warranty expressly relates to an earlier date (in which case as of such earlier
date)) or (y) with respect to the Canada Acquired Assets and/or the Canada Business, on and as
of the date of this Agreement and on and as of the Canada Closing Date as if made anew as of
the Canada Closing (except to the extent any such representation or warranty expressly relates to
an earlier date (in which case as of such earlier date)); or (ii) in any certificate (including the
certificate delivered by Seller pursuant to Section 7.2), instrument or other document delivered
by Seller, or caused to be delivered by Seller, pursuant to this Agreement or the Canada Purchase
Agreement;
(b) any breach or default in the performance by Seller or the Seller Parties of
any covenant or agreement contained in this Agreement or the Canada Purchase Agreement or in
any certificate, instrument or other document delivered by Seller or the Seller Parties, or caused
to be delivered by the Seller or the Seller Parties, pursuant to this Agreement or the Canada
Purchase Agreement;
(c) subject to Section 9.3(f) (in the case of any Environmental Liabilities), any
Retained Liabilities;
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(d) any Excluded Assets;
(e) any obligation to any current or former customer for any product liability
claim made pursuant to any provision expressly contained in any Assumed Contract and that
relates to any product, part or service provided to such customer by Seller or the Bucyrus Entities
or their respective dealers prior to the Initial Closing or the Canada Closing (as applicable), but
only to the extent that the Buyer Indemnified Party establishes that the actions or omissions of
Buyer and its Affiliates and Representatives from and after the Initial Closing or the Canada
Closing (as applicable) did not contribute to or affect such liability;
(f) any obligation to any customer for liquidated damages under the Assumed
Contracts to the extent attributable to the failure of Seller or the Bucyrus Entities to manufacture
and deliver the products and parts required to fulfill such Assumed Contract on or prior to the
applicable due date determined in accordance with such Assumed Contract, except to the extent
that the actions or omissions of Buyer and its Affiliates and Representatives from and after the
Closing contributed to such Liability;
(g) any obligation to any customer for the failure of any part or product
supplied by Seller or the Bucyrus Entities to meet the requirements of any performance guaranty
(excluding, for the avoidance of doubt, any availability guaranty) expressly contained in any
Assumed Contract, but only to the extent that the Buyer Indemnified Party establishes that the
actions or omissions of Buyer and its Affiliates and Representatives from and after the Initial
Closing or the Canada Closing (as applicable) did not contribute to or result in the failure of the
applicable product or part to meet the requirements of such performance guaranty; or
(h) the non-compliance by Seller or the Seller Parties with the provisions of
any bulk transfer or bulk sale laws of any jurisdiction in connection with the transactions
contemplated by this Agreement.
Notwithstanding the foregoing or anything else to the contrary herein or in the Canada Purchase
Agreement, the Buyer Indemnified Parties shall have no right to indemnification under this
Section 9.1 with respect to any Loss to the extent relating to or resulting from the Canada
Business, the Canada Acquired Assets, any breach or default of this Agreement to the extent
relating to the Canada Business or the Canada Acquired Assets, any breach or default of the
Canada Purchase Agreement or any breach of, or inaccuracy in, any representation or warranty
made by Seller in this Agreement or any certificate delivered hereunder (to the extent relating to
the Canada Business or the Canada Acquired Assets) or under the Canada Purchase Agreement,
in each case until after the Canada Closing.
9.2 Buyer’s Indemnification of Seller. From and after the Initial Closing, Buyer shall
indemnify, defend and hold Seller, the Seller Parties and their respective Affiliates (collectively,
the “Seller Indemnified Parties”) harmless from, against and in respect of any Losses actually
incurred or suffered (regardless of when incurred or suffered), to the extent resulting from:
(a) any breach of, or inaccuracy in, any representation or warranty made by
Buyer in this Agreement on and as of the date of this Agreement and on and as of the Initial
Closing Date or on and as of the Canada Closing Date, as if made anew as of the Initial Closing
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or the Canada Closing (except to the extent any such representation or warranty expressly relates
to an earlier date (in which case as of such earlier date)), or in any certificate (including the
certificate delivered by Buyer pursuant to Section 8.2), instrument or other document delivered
by Buyer, or caused to be delivered by Buyer, pursuant to this Agreement or the Canada
Purchase Agreement;
(b) any breach or default in the performance by Buyer or the Buyer Parties of
any covenant or agreement of Buyer or the Buyer Parties contained in this Agreement or in any
certificate, instrument or other document delivered by Buyer or the Buyer Parties, or caused to
be delivered by Buyer or the Buyer Parties, pursuant to this Agreement or the Canada Purchase
Agreement;
(c) the Bucyrus Guaranties (in respect of any Liability arising from the
conduct of the Initial Closing Business by Buyer after the Initial Closing or the conduct of the
Canada Business by Buyer after the Canada Closing);
(d) any Assumed Liabilities; or
(e) any challenge to the application of article 4 of the Chile Labour Code to
the operation and validity of Section 6.6(a) by (i) any Initial Closing Employee, (ii) any
Governmental Authority or (iii) Buyer or any of its Affiliates.
9.3 Limitations.
(a) Certain Exclusions. For purposes of determining Losses under this Article
9 or the Canada Purchase Agreement, Losses shall exclude any and all punitive, exemplary,
consequential, special or incidental damages, lost profits or loss of business reputation (except to
the extent such damages are actually paid by the Indemnified Party to an unaffiliated third party).
(b) Thresholds. A Buyer Indemnified Party may not make a claim for
indemnification under Section 9.1 (or in respect of the Canada Purchase Agreement) in respect
of any single claim (or aggregated claim arising out of the same or similar facts and
circumstances) (i) unless such claim (or aggregated claim) involves Losses of the Buyer
Indemnified Parties in excess of (x) $1,162,500 in the case of claims under Section 9.1(a) or (y)
$100,000 in the case of claims under Sections 9.1(b) through 9.1(h) (the “De Minimis
Thresholds”) and (ii) until the aggregate of all Losses in respect of such claims (disregarding, for
the avoidance of doubt, any Losses arising out of or resulting from claims (or aggregated claims)
that do not involve Losses of the Buyer Indemnified Parties in excess of the applicable De
Minimis Threshold) exceeds $6,975,000 and then only for the portion of such Losses in excess
of $2,325,000; provided, however, that the preceding limitations set forth in this Section 9.3(b)
shall not be applicable to claims for Losses that are subject to Section 9.3(f).
(c) Indemnification Cap.
(i) With respect to any claim made by the Buyer Indemnified Parties
under or in connection with Section 9.1(a) of this Agreement (other than in respect of any
Fundamental Representation), the maximum aggregate amount that Seller shall be required to
pay to the Buyer Indemnified Parties with respect to such claim shall not exceed an amount equal
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to (x) $46,500,000 minus (y) the aggregate amount previously paid by Seller with respect to all
claims made by the Buyer Indemnified Parties under or in connection with this Agreement or the
Canada Purchase Agreement.
(ii) With respect to all claims made by the Buyer Indemnified Parties
under or in connection with this Agreement or the Canada Purchase Agreement (including under
Section 9.1 or otherwise for any breach of or inaccuracy in any representation or warranty
(including any Fundamental Representation) or for any breach of, or failure to perform, any
covenant or obligation or for or in connection with any Retained Liability or Excluded Asset or
under any other theory, whether sounding in tort, contract or otherwise), or the transactions
contemplated hereby or thereby, the maximum aggregate amount that Seller shall be required to
pay to the Buyer Indemnified Parties with respect to all such claims collectively shall not exceed
an amount equal to the Base Purchase Price;
(d) An Indemnified Party may not make a claim for indemnification under
Section 9.1 or Section 9.2, as the case may be, for breach of a particular representation or
warranty after the expiration of the survival period thereof specified in Section 9.7; provided,
however, that if such a claim is made before such expiration, such representation and warranty
shall survive as to such claim until such claim has been finally resolved.
(e) From and after the Initial Closing, the sole and exclusive remedy of the
Indemnified Parties with respect to all Losses and claims of any nature whatsoever (other than in
respect of claims based on conduct constituting fraud, fraud in the inducement or intentional
misrepresentation, or claims to the extent that equitable relief is sought, which for the avoidance
of doubt will not be subject to any of the limitations set forth in this Article 9), relating to the
subject matter of this Agreement or the Canada Purchase Agreement or the transactions
contemplated hereby or thereby shall be pursuant to and limited by the indemnification
provisions set forth in this Article 9, and each Party hereby irrevocably waives effective as of the
Initial Closing all other rights and remedies existing under applicable Legal Requirements or
otherwise.
(f) Notwithstanding any provision in this Agreement to the contrary, with
respect to claims for breaches or inaccuracies of Section 3.9 and/or Environmental Liabilities
that are Retained Liabilities, a Buyer Indemnified Party shall be entitled to indemnification under
Section 9.1 with respect to Losses arising therefrom only to the extent that such Losses of such
Buyer Indemnified Party are a result of the failure of the Local Distribution Businesses to
comply with Environmental Law in effect as of or prior to the Initial Closing Date or the Canada
Closing Date (as applicable) with respect to (1) any of the Acquired Real Property or (2) the
portion of the real property of a customer on which Seller or a Seller Party provided services to
such customer prior to the Initial Closing Date or the Canada Closing Date (as applicable)
pursuant to an Assumed Contract (as such Assumed Contract existed on the Initial Closing Date
or the Canada Closing Date (as applicable)) under which Seller or a Seller Party is subject to
obligations with respect to Environmental Liabilities (each such portion being, a “Customer
Site”), and, in each case, only if all of the following conditions are also satisfied:
(i) the condition, action, event or circumstance that gave rise to such
inaccuracy or breach or such Environmental Liability (A) was not discovered as a result of a
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Phase II or other intrusive environmental sampling, testing or investigation by Buyer
(collectively, “Environmental Tests”) at or relating to any Acquired Real Property or Customer
Site; provided, however, that a Buyer Indemnified Party may be entitled to seek indemnification
if any such Environmental Test was undertaken in good faith in response to: (1) with respect to
any Acquired Real Property (I) a request or demand by a Governmental Authority, which request
or demand has not been directly or indirectly solicited or deliberately initiated by any Buyer
Indemnified Party (or any successor owner or operator of the Acquired Real Property) or (II) a
regulatory or permitting requirement of a Governmental Authority applicable in connection with
an expansion or physical restructuring of the Acquired Real Property, which expansion or
physical restructuring is in the best interests of the business of Buyer or its Affiliates conducted
on such Acquired Real Property; or (2) with respect to a Customer Site, a request or demand by
the applicable customer to conduct such Environmental Test pursuant to the requirements of the
applicable Assumed Contract (as such Assumed Contract existed as of the Initial Closing Date or
the Canada Closing Date (as applicable)) relating to such Customer Site, which request or
demand has not been directly or indirectly solicited or deliberately initiated by any Buyer
Indemnified Party (or any successor service provider or operator of the Customer Site), provided
that Buyer shall have obtained the written consent of Seller (which consent shall not be
unreasonably withheld) prior to conducting such Environmental Test and (B) is communicated to
Seller within ten (10) Business Days of the Buyer Indemnified Party becoming aware of a
potential indemnification claim hereunder with respect to such condition, action, event or
circumstance; provided, that the failure to give such notice within such time parameter shall not
relieve Seller of any liability or obligations under this Article 9, except to the extent that Seller
shall have been materially and adversely prejudiced by such failure, and with respect to which
Seller is given the opportunity to participate in any and all further communications with the
applicable Governmental Authority or customer; and
(ii) such claim is made prior to the earlier of (w) the date that is three
(3) years after the Initial Closing Date (with respect to the Initial Closing Business) or three (3)
years after the Canada Closing Date (with respect to the Canada Business), (x) if the Acquired
Real Property to which such claim relates is Acquired Owned Real Property, the date that such
Acquired Owned Real Property is sold by Buyer or its Affiliates to a third party, (y) if the
Acquired Real Property to which such claim relates is Acquired Leased Real Property, the date
that the Assumed Real Property Lease relating thereto expires or is terminated and (z) if the real
property to which such claim relates is a Customer Site, the date that the Assumed Contract
relating thereto expires or is terminated or is assigned to any Person other than Buyer or a Buyer
Party or any of their respective Affiliates.
Seller’s obligation to indemnify any Buyer Indemnified Party with respect to any claims for
breaches or inaccuracies of Section 3.9 and/or Environmental Liabilities that are Retained
Liabilities is limited to costs that are incurred in a reasonable and commercially prudent manner,
which shall incorporate the least stringent clean-up standards having regard to prevailing
industry practice, guidelines and industry standards, and meet any appropriate and relevant
requirement by a Governmental Authority or court of competent jurisdiction or by
Environmental Law or any applicable and appropriate code of practice or by any Assumed Real
Property Lease or Assumed Contract. Seller shall have no obligation to indemnify any Buyer
Indemnified Party with respect to any claims for breaches or inaccuracies of Section 3.9 and/or
Environmental Liabilities that are Retained Liabilities to the extent that the condition, action,
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event or circumstance that gave rise to such inaccuracy or breach or such Environmental
Liability arose from or was exacerbated (I) after the Initial Closing Date or the Canada Closing
Date (as applicable) in connection with any act or omission by any Buyer Indemnified Party (or
any successor owner or operator of the Acquired Real Property or Customer Site) or (II) by
Contamination or material that is released or deposited after the Initial Closing Date or the
Canada Closing Date (as applicable) and which is or becomes intermingled with Contamination
or material that may have been released or deposited prior to the Initial Closing Date or the
Canada Closing Date (as applicable); provided, that in the case of clauses (I) and (II) above,
Seller’s indemnification obligation shall be excused only to the extent of such exacerbation.
Seller shall have the right, but not the obligation, to determine the scope of and otherwise
conduct any required investigation, cleanup or remediation activities to address hazardous
materials in the Environment under applicable Environmental Law and may utilize any risk
assessment methodologies, site controls and other mechanisms authorized under applicable
Environmental Law in the performance of such investigation, cleanup or remediation activities;
provided, that such investigation, cleanup or remediation activities are adequate to address the
breaches or other liabilities arising and are consistent with the health and safety obligations of
the Local Distribution Businesses, and provided that Seller (A) provides the Buyer Indemnified
Party a reasonable opportunity to review and comment on the scope and conduct of the
investigation, cleanup or remediation activities, (B) takes into account the Buyer Indemnified
Party’s reasonable requirements, (C) uses commercially reasonable efforts to comply with any
relevant Legal Requirements in undertaking such works, (D) takes commercially reasonable
steps to avoid any material interruptions to the Buyer Indemnified Party’s activities on the
Acquired Real Property or Customer Site, (E) will at its discretion either (x) pay a lump sum
amount to Buyer, which lump sum represents a present valuation of reasonably-estimated future
costs for monitoring and active long-term remediation systems, such as groundwater pump-andtreat
expenses, or (y) pay such expenses on an ongoing forward basis as required by the Legal
Requirements (provided that Seller shall not be responsible for other maintenance or upkeep
costs) and (F) uses commercially reasonable efforts to minimize any damage to the Acquired
Real Property or Customer Site arising from or in connection with such works.
(g) Seller shall have no liability under or otherwise in connection with this
Agreement, the Canada Purchase Agreement or the transactions contemplated hereby or thereby
for any Loss to the extent arising as a result of any action taken or omitted to be taken by any
Buyer Indemnified Party prior to the Initial Closing or the Canada Closing (as applicable) other
than anything done or omitted to be done in accordance with the terms of this Agreement or the
Canada Purchase Agreement (as applicable) or with the prior written approval of Seller.
9.4 Notice. A Buyer Indemnified Party or a Seller Indemnified Party asserting a right
to indemnification pursuant to this Article 9, (an “Indemnified Party”) shall do so by furnishing
to the Party that it asserts must provide indemnification (the “Indemnifying Party”) a prompt
written notice stating, in reasonable detail, the events or conditions giving rise to the
indemnification obligation and the amount of the Losses. Promptly, and in any event within ten
(10) Business Days after receipt by an Indemnified Party of notice of any claim or the
commencement of any action or proceeding against such Indemnified Party by a third party (a
“Third Party Claim”), such Indemnified Party shall give written notice to the Indemnifying
Party, in reasonable detail, of the existence, the specific facts and circumstances, and (to the
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extent alleged or otherwise determinable) the amount of such Third Party Claim. If any lawsuit
or other action based on a Third Party Claim is filed against an Indemnified Party, such
Indemnified Party shall deliver copies of the summons and complaint to the Indemnifying Party
within ten (10) Business Days after the date upon which they are served upon such Indemnified
Party. The failure to give notice of a Third Party Claim within the time parameters specified
above shall not affect the liability of the Indemnifying Party except to the extent the failure
materially and adversely affects the ability of the Indemnifying Party to defend the Third Party
Claim.
9.5 Defense.
(a) Upon providing written notice to the Indemnifying Party of a Third Party
Claim pursuant to Section 9.4, within thirty (30) days after receiving such notice from the
Indemnified Party, the Indemnifying Party shall be entitled to assume the defense of such Third
Party Claim at the expense of the Indemnifying Party, with legal counsel reasonably satisfactory
to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such
claim actively and diligently. If the Indemnifying Party assumes the defense of a Third Party
Claim, then the Indemnified Party shall be entitled to retain separate co-counsel and participate
in such defense at its own expense. Neither the Indemnifying Party nor the Indemnified Party
may consent to the entry of any judgment or enter into any settlement with respect to such Third
Party Claim without the prior written consent of the other, which consent will not be
unreasonably withheld or delayed; provided, however, that the Indemnifying Party shall not be
required to obtain such consent from the Indemnified Party in the event such settlement includes
a full release of the Indemnified Party and involves only monetary damages and does not include
any criminal penalties or fines.
(b) If the Indemnifying Party does not assume the defense of any Third Party
Claim, the Indemnified Party shall be entitled to direct the defense of such Third Party Claim,
but the Indemnifying Party shall be entitled to participate in such defense (including retaining
separate co-counsel) at its own expense.
(c) In the defense or settlement of any Third Party Claim, the Parties shall
cooperate with one another (and with each other’s counsel) in all commercially reasonable
respects, including furnishing any documentation or other information reasonably requested by a
Party or such Party’s counsel that is within the other Party’s or such other Party’s counsel
possession or control.
9.6 No Duplicate Recovery. It is expressly understood and agreed that there shall be
no duplication of amounts payable to or otherwise recoverable by an Indemnified Party under
this Agreement and an ancillary agreement, document, certificate or instrument delivered
hereunder (including the Canada Purchase Agreement) for a given Loss. By way of example, if
there were an indemnifiable Loss for which an Indemnified Party would be entitled to
indemnification for $100,000 and an indemnification claim could be made under both this
Agreement and the Canada Purchase Agreement, such Indemnified Party would be entitled to
recover a maximum of $100,000 for such Loss, regardless of whether separate claims for such
Loss were or could be made under this Agreement and the Canada Purchase Agreement.
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9.7 Survival of Representations and Warranties. Each Party covenants and agrees
that its representations and warranties contained in this Agreement and in any document
delivered or to be delivered pursuant to this Agreement or the Canada Purchase Agreement, as
amended, modified or supplemented pursuant to the Disclosure Schedules and any Schedule
Supplement, shall survive the Initial Closing Date and/or the Canada Closing Date for the period
specified in this Section 9.7 regardless of any investigation made by any Party, and shall not be
considered waived by the other Party’s consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation. The representations and
warranties of the Parties contained in this Agreement and in any document delivered or to be
delivered pursuant to this Agreement and the Canada Purchase Agreement, as amended,
modified or supplemented pursuant to the Disclosure Schedules and any Schedule Supplement,
shall (a) to the extent relating to the Initial Closing Business or the Initial Closing Acquired
Assets survive the Initial Closing until the date that is twenty-four (24) months after the Initial
Closing Date and (b) to the extent relating to the Canada Business or the Canada Acquired
Assets survive the Initial Closing and the Canada Closing until the date that is twenty-four (24)
months after the Canada Closing Date, provided, however, that the representations and
warranties set forth in Sections 3.1 and 4.1 (relating to organization and power), Sections 3.2 and
4.2 (relating to authority), Section 3.3(c) (relating to solvency), Section 3.13 (relating to title)
and Sections 3.15 and 4.8 (relating to brokers) (collectively, the “Fundamental Representations”)
shall survive the Initial Closing and the Canada Closing indefinitely.
9.8 Adjustment of Purchase Price. Any amount payable by Seller pursuant to this
Article 9 will be treated for applicable tax purposes as a reduction of the Initial Closing Purchase
Price or the Canada Purchase Price (as applicable) and any amount payable by Buyer pursuant to
this Article 9 will be treated for applicable tax purposes as an increase of the Initial Closing
Purchase Price or the Canada Purchase Price (as applicable).
9.9 GST/HST Gross Up. If any payment made by the Seller or Buyer pursuant to this
Article 9 is deemed by the Excise Tax Act (Canada) or similar legislation in any other jurisdiction
to include goods and services tax/harmonized sales tax, or is deemed by any applicable
provincial or territorial legislation to include a similar value added or multi-staged tax, the
amount of such payment shall be increased accordingly.
10. Miscellaneous.
10.1 Successors and Assigns; No Assignment. Except as otherwise expressly provided
in this Agreement, no Party may assign any of its rights or delegate any of its obligations under
this Agreement without the prior written consent of the other Party. Any attempted assignment
or delegation without the required consent shall be null and void. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the Parties, their legal
representatives and their successors and permitted assigns.
10.2 Notices. All notices, consents, requests, approvals, instructions and other
communications to a Party shall be in writing and shall be deemed to have been duly given and
received (a) if delivered personally, by courier or actually received, as of the date received, (b) if
delivered by registered or certified mail, return receipt requested, as of two (2) Business Days
after being mailed, (c) if delivered by a nationally recognized overnight delivery service, one (1)
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Business Day after being sent to such delivery service or (d) if sent via facsimile, electronic mail
or similar electronic transmission, as of the date upon which the sender receives confirmation of
the receipt of such electronic transmission, to such Party at its address set forth below (or such
other address as it may from time to time designate in writing to the other Party):
(a) If to Seller: Caterpillar Global Mining LLC
6744 S. Howell Avenue
PO Box 267
Oak Creek, Wisconsin 53154
U.S.A.
Attn: Julie Lagacy
Facsimile: +1 (414) 301-8423
E-mail: Lagacy_Julie_A@cat.com
With a copy (which
shall not constitute
notice) to:
Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629
U.S.A.
Attn: Deputy General Counsel, Commercial
Section
Facsimile: +1 (309) 675-1795
E-mail: Sposato_Michael_G@cat.com
And Mayer Brown LLP
71 S. Wacker Dr.
Chicago, IL 60606
U.S.A
Attention: John Sagan
Andrew Noreuil
Facsimile: +1 (312) 701-7711
(b) If to Buyer: Finning International Inc.
10th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: David Smith
Facsimile: +1 (604) 691-6254
E-mail: david.s.smith@finning.com
With a copy (which
shall not constitute
notice) to:
Finning International Inc.
10 th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: Gail Sexsmith
Facsimile: +1 (604) 691-6440
E-mail: Gail.Sexsmith@finning.com
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10.3 Entire Agreement; Amendment; Waiver. This Agreement (including the Exhibits,
Schedules and Disclosure Schedules hereto and the Canada Purchase Agreement) constitutes the
entire agreement between the Parties as to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, by or on behalf of the Parties. This Agreement may be altered, amended or modified in
whole or in part at any time only by a writing signed by all the Parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
10.4 Severability. In the event that any provision hereof is held to be illegal, invalid or
unenforceable in any respect under any applicable Legal Requirements, such provision shall (to
the extent permitted by law) be construed by modifying or limiting it so as to be legal, valid and
enforceable to the maximum extent compatible with, and possible under, applicable Legal
Requirements. The provisions hereof are severable, and in the event any provision hereof should
be held illegal, invalid or unenforceable in any respect, it shall not invalidate, render
unenforceable or otherwise affect any other provision hereof.
10.5 Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or electronic mail will be effective as delivery of a manually
executed counterpart of this Agreement.
10.6 Third Party Beneficiaries. Nothing in this Agreement is intended or shall be
construed to entitle any Person, other than the Parties and their respective successors and
permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind;
provided, that the Buyer Indemnified Parties and the Seller Indemnified Parties are intended
third-party beneficiaries of Article 9.
10.7 Public Announcements; Confidentiality. Without the prior written consent of the
other Party, which consent shall not be unreasonably withheld or delayed, no Party may make or
cause to be made any public statement, press release or other public disclosure to any Person
with respect to this Agreement or the transactions contemplated by this Agreement (including
announcing the signing of this Agreement or the consummation of the transactions contemplated
by this Agreement); provided, however, that each Party may disclose the proposed acquisition to
its partners, managers, officers, legal counsel, accountants, employees, and advisors to the extent
that such Party reasonably determines such disclosure is necessary or advisable, or to the extent
necessary to obtain the Consent of Governmental Authorities or third parties to the transactions
contemplated by this Agreement. No Party may disclose the terms and specific provisions of this
Agreement, except (a) to its Representatives with a need to know such contents, (b) to the extent
that such Party believes in good faith that such disclosure is required to be made by applicable
Legal Requirements or by applicable stock exchange listing regulations after consultation with
legal counsel and (c) for those contents of this Agreement that become generally available to the
public other than as a result of a disclosure by such Party or its Representatives in violation of
this Section 10.7. Notwithstanding the foregoing, provisions of this Section 10.7, if any Party is
or becomes legally compelled or otherwise believes in good faith that it is required by applicable
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Legal Requirements or stock exchange listing regulations to disclose any specific provisions of
this Agreement or any ancillary document or instrument hereto or any of their respective exhibits
or schedules, such Party will promptly notify Buyer (in the case of any Seller or Seller Party) or
Seller (in the case of Buyer or any Buyer Party) so that the Parties may cooperate to obtain a
protective order, confidential treatment or other appropriate remedy. In the event that such
protective order or other remedy is not obtained, the disclosing Party will furnish only that
portion of the Agreement, ancillary document or instrument or exhibit or schedule thereto which
they are advised by written opinion of counsel that they are legally required to disclose and shall
use their commercially reasonable efforts to obtain assurance that confidential treatment will be
accorded. No Party will oppose any action taken by any other Party to obtain a protective order
or other reliable assurance that such confidential treatment will be so accorded, and the Parties
shall cooperate to obtain such order or other assurances.
10.8 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.
(a) Unless the applicable Legal Requirements require otherwise, this
Agreement and any claims arising out of or relating to this Agreement or the transactions
contemplated by this Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to any choice or conflict of law principles that
would cause the application of the laws of any other jurisdiction.
(b) Each Party to this Agreement irrevocably waives the right to a trial by jury
in connection with any matter arising out of this Agreement.
(c) The Parties to this Agreement submit to the exclusive jurisdiction of the
federal courts of the United States located in New York, New York (or, only in the event that the
federal courts lack subject matter jurisdiction over a dispute, the state courts of New York
located in New York, New York) in respect of the interpretation and enforcement of the
provisions of this Agreement and by this Agreement waive, and agree not to assert, any defense
in any action for the interpretation or enforcement of this Agreement, that they are not subject
thereto or that such action may not be brought or is not maintainable in such courts or that this
Agreement may not be enforced in or by such courts or that their property is exempt or immune
from execution, that the action is brought in an inconvenient forum, or that the venue of the
action is improper. Service of process with respect thereto may be made upon the Seller Parties
or the Buyer Parties by mailing a copy thereof by registered or certified mail, postage prepaid, to
such Party at its address as provided in Section 10.2. Additionally, each Buyer Party shall,
promptly following the date hereof, appoint and notify Seller of such Buyer Party’s agent for
service of process in the State of New York for a period of five (5) years from and after the date
hereof and agrees that service made on such agent shall have the same legal force and effect as if
served upon such party personally within the State of New York.
10.9 Expenses. Subject to Section 6.2 and except as otherwise expressly stated in this
Agreement, each Party will be solely responsible for and bear all of its own respective costs and
expenses, including expenses of legal counsel, accountants, and other advisors, incurred at any
time in connection with preliminary negotiations and discussions between the Parties,
negotiating and preparing this Agreement and consummating the transactions contemplated by
this Agreement.
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10.10 Bulk Sales Law. Buyer acknowledges that neither Seller nor the Seller Parties
will comply with the provisions of any bulk transfer or bulk sale laws of any jurisdiction in
connection with the transactions contemplated by this Agreement and Buyer expressly waives
any requirement or compliance relating thereto.
10.11 Certain Matters of Construction. In addition to the definitions referred to in this
Agreement:
(a) Each of the Parties and their respective counsel have reviewed and
negotiated this Agreement. Any rule of construction against the Party preparing this Agreement
is hereby waived.
(b) Section and subsection headings are not to be considered part of this
Agreement, are included solely for convenience, are not intended to be full or accurate
descriptions of the content of the Sections or subsections of this Agreement and shall not affect
the construction hereof.
(c) The words “hereof,” “herein,” “hereunder” and words of similar import
shall refer to this Agreement as a whole and not to any particular Section or provision of this
Agreement, and reference to a particular Section of this Agreement shall include all subsections
thereof.
(d) Definitions shall be equally applicable to both the singular and plural
forms of the terms defined, and references to the masculine, feminine or neuter gender shall
include each other gender.
(e) The word “including” and “include” shall be deemed to be followed by the
phrase “without limitation.”
(f) Any reference to “$” or “dollars” shall mean United States dollars, and all
payments required by any Party shall be made in United States dollars.
(g) Any reference to any Legal Requirement shall mean such Legal
Requirement as amended and in effect as of any time of determination.
(h) In the event of any inconsistency between the terms and provisions of this
Agreement and any translations of this Agreement into a language other than English that may
be prepared, executed or delivered in connection with the transactions contemplated hereby, the
terms and provisions of the English language version of this Agreement shall control, absent an
express written agreement between the Parties to the contrary which acknowledges this Section
10.11(h).
10.12 Definitions. For purposes of this Agreement, the following terms, when used
herein, shall have the following meanings:
[Redacted reference to confidential customer contract]
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[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
“Accounting Firm” shall have the meaning set forth in Section 1.2(b)(iii).
“Accounting Principles” shall mean the accounting principles, practices, procedures and
stipulations set forth on Exhibit E.
“Accounts Receivable” shall mean the accounts receivable and trade receivables of Seller
or the applicable Seller Party related to the Initial Closing Business.
“Accrued Initial Closing Bonus Entitlements” shall have the meaning set forth in Section
1.2(b)(ii).
“Accrued Initial Closing Employee Entitlements” shall have the meaning set forth in
Section 1.2(b)(ii).
“Acquired Assets” shall mean:
(i) the raw materials, finished goods, spare parts and Acquired WIP
inventories of Seller or the applicable Seller Party used in or held for use in the Local
Distribution Businesses and located at, or in transit within the Territory with a delivery point of,
the Acquired Real Property or on consignment at customer mine sites in the Territories pursuant
to an Assumed Contract (in each case excluding any inventory listed or described on Schedule
1.1(b)), or as otherwise listed or described on Schedule 1.1(a), but excluding any such
inventories that are sold or otherwise disposed of in the ordinary course of business prior to the
Initial Closing or the Canada Closing (as applicable pursuant to Section 2.1) or that are
associated with Retained WIP (collectively, the “Acquired Inventories”);
(ii) the Acquired Equipment;
(iii) the Assumed Contracts;
(iv) the real property leased by Seller or the applicable Seller Party
with respect to the Local Distribution Businesses (collectively, the “Acquired Leased Real
Property”) and the leases to which such real property are subject (collectively, the “Assumed
Real Property Leases”), in each case to the extent set forth on Schedule 1.1(a);
(v) the real property owned by Seller or the applicable Seller Party
with respect to the Local Distribution Businesses to the extent set forth on Schedule 1.1(a)
(collectively, the “Acquired Owned Real Property” and, together with the Acquired Leased Real
Property, the “Acquired Real Property”);
(vi) the Other Assets;
(vii) the Acquired Other Current Assets; and
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(viii) the Transferred Licenses.
For the avoidance of doubt, the term “Acquired Assets” shall include the Canada Acquired
Assets, and the categories of Acquired Assets set forth in the foregoing clauses (i) through (vii)
shall include, respectively, the Canada Acquired Inventories, the Canada Acquired Equipment,
the Canada Assumed Contracts, the Canada Acquired Leased Real Property and Canada
Assumed Real Property Leases, the Canada Acquired Owned Real Property and Canada
Acquired Real Property, the Canada Other Assets and the Canada Acquired Other Current
Assets.
“Acquired Equipment” shall mean all items of machinery, equipment, tools, materials
and other items of tangible personal property owned by Seller or the applicable Seller Party and
used or held for use in the Local Distribution Businesses and located at the Acquired Real
Property, or as otherwise listed or described on Schedule 1.1(a), but excluding in each case any
inventories or Excluded Equipment.
“Acquired Inventories” shall have the meaning set forth in the definition of Acquired
Assets.
“Acquired Leased Real Property” shall have the meaning set forth in the definition of
Acquired Assets.
“Acquired Other Current Assets” shall mean lease deposits, prepaid rent and other
prepaid expenses and other current assets of Seller or the Seller Parties, in each case that relate
exclusively to the Local Distribution Businesses, the Acquired Real Property or another
Acquired Asset as listed or described on Schedule 1.1(a).
“Acquired Owned Real Property” shall have the meaning set forth in the definition of
Acquired Assets.
“Acquired Real Property” shall have the meaning set forth in the definition of Acquired
Assets.
“Acquired WIP” shall mean, collectively, the Initial Closing Acquired WIP and the
Canada Acquired WIP.
“Affiliate” shall mean, when used with reference to a Party to this Agreement, such
Party’s direct or indirect owners, managers, partners, directors, officers, employees,
representatives and agents and any entity directly or indirectly controlling or controlled by or
under common control with such Party. For purposes of this definition, the term “control”
means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of an entity, whether through ownership of voting securities or
otherwise.
“Agreement” shall have the meaning set forth in the preamble.
“Allocation Schedule” shall have the meaning set forth in Section 1.4.
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“Antitrust Laws” shall mean any competition, merger control and antitrust law of any
applicable supranational, national, federal, state, provincial or local authority designed or
intended to prohibit, restrict or regulate monopolizing trade or competition, to the extent
applicable to the transactions contemplated by this Agreement or the Canada Purchase
Agreement.
“Applicable Warranty Items” shall mean any prime product, part or service sold by the
Bucyrus Entities or their dealers in (i) the Initial Closing Territories prior to the Initial Closing or
(ii) the Canada Territories prior to the Canada Closing, but in each case only if such prime
product, part or service is covered by a Bucyrus Warranty.
“Assumed Contracts” shall mean the following agreements, contracts (including purchase
or sales orders), obligations and undertakings of Seller or the applicable Seller Party:
(i) all agreements, contracts, obligations, purchase orders or
undertakings for the provision of goods or services to Seller or such applicable Seller Party
relating exclusively to the Acquired Real Property or the Local Distribution Businesses and
having annual payments of less than $500,000 and entered into in the ordinary course of
business;
(ii) all agreements, contracts, obligations, purchase orders or
undertakings relating exclusively to the Acquired Real Property (including for the provision of
utilities);
(iii) all leases or other agreements, contracts, obligations, purchase
orders or undertakings relating to equipment or other personal property exclusively used in or
held for use in the Local Distribution Businesses;
(iv) all agreements, contracts, obligations, customer orders or
undertakings for the sale of products, parts or services to any customer of Seller or such
applicable Seller Party and relating exclusively to the Local Distribution Businesses, including
any such agreement, contract, obligation or undertaking that relates to products, parts or services
that were sold prior to the Initial Closing or the Canada Closing (as applicable pursuant to
Section 2.1);
(v) the Transferred Prime Product Orders;
(vi) the Assumed Real Property Leases; and
(vii) without limiting the generality of the foregoing clauses (i) through
(vi), the agreements, contracts, obligations, purchase or customer orders and undertakings listed
or described on Schedule 1.1(a);
in each case of the foregoing clauses (i) through (vii) excluding any Excluded Contract but
including the Canada Assumed Contracts.
“Assumed Contract Update Notice” shall have the meaning set forth in Section 6.12(d).
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“Assumed Liabilities” shall have the meaning set forth in Section 1.3(a).
“Assumed Real Property Leases” shall have the meaning set forth in the definition of
Acquired Assets.
“Base Canada Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Base Initial Closing Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Base Machine” shall mean the base machine and all attachments as stated in a
Transferred Prime Product Order.
“Base Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Bucyrus Entities” shall mean Seller, its direct and indirect subsidiaries and, without
limitation of the foregoing, the Affiliates of Seller listed on Schedule A.
“Bucyrus Guaranties” shall have the meaning set forth in Section 6.10.
“Bucyrus Supplied Product” shall have the meaning set forth in Section 6.9(a).
“Bucyrus Warranty” shall mean, with respect to any prime product, part or service sold
by any Bucyrus Entity or any dealer of the Bucyrus Entities, (i) the standard written warranty of
a Bucyrus Entity issued with respect to such prime product, part or service as set forth on
Schedule 6.8 (or any corresponding prior warranty offered by the Bucyrus Entities) and (ii) any
extended or additional warranty (including any performance or mechanical availability
guarantee) contained in any Assumed Contract applicable to such prime product, part or service
(but, with respect to any such performance or mechanical availability guarantee, only to the
extent that Buyer establishes that the actions or omissions of Buyer and its Affiliates and
Representatives from and after the Initial Closing or the Canada Closing (as applicable) does not
contribute to or result in a failure of such product, part or service to meet the requirements of
such performance or mechanical availability guarantee).
“Business Day” shall mean any day other than Saturday or Sunday, or any other day on
which banks in New York, New York are permitted or required to be closed.
“Buyer” shall have the meaning set forth in the preamble.
“Buyer Base Machine Price” shall mean, with respect to a Base Machine sold by Buyer,
or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product Order, the price
Buyer, or an Affiliate of Buyer, is required to pay to Seller, or an Affiliate of Seller, for such
Base Machine delivered pursuant to such Transferred Prime Product Order as stated on Schedule
6.18.
“Buyer Indemnified Party” shall have the meaning set forth in Section 9.1.
“Buyer Non-Machine Requirements Costs” shall mean, with respect to a Base Machine
sold by Buyer, or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product
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Order, the aggregate amount of all reasonably allocable cost of labor and any documented outof-pocket
costs and expenses actually incurred by Buyer to perform the Non-Machine
Requirements for such Base Machine, but only to the extent reasonably substantiated by Buyer
and validated by Seller, and excluding any costs to the extent that the negligence, improper
execution, misleading conduct or other like act or omission of Buyer and its Affiliates and
Representatives contributed to or resulted in such costs exceeding the Customer Non-Machine
Requirements Charge for such Base Machine. For the avoidance of doubt, the Buyer Non-
Machine Requirements Costs shall exclude the Buyer Base Machine Price for such Base
Machine.
“Buyer Parties” shall have the meaning set forth in the recitals.
“Canada Acquired Assets” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Acquired Equipment” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Acquired Inventories” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Acquired Leased Real Property” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired Other Current Assets” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired Owned Real Property” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired Real Property” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired WIP” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Apportioned Obligations” shall have the meaning set forth in Section 5.1(b).
“Canada Assumed Contracts” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Assumed Liabilities” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Assumed Real Property Leases” shall have the meaning set forth in the Canada
Purchase Agreement.
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“Canada Business” shall mean the mining equipment sales (including promotion and
marketing activities), distribution, and aftermarket sales, service and support business conducted
by the Bucyrus Entities in the Canada Territories, which includes such business related to, but
not limited to, the Products and replacement parts therefor. For the avoidance of doubt, the term
“Canada Business” shall not include the original product and part manufacturing business
conducted by the Bucyrus Entities in the Canada Territories.
“Canada Closing” shall have the meaning set forth in Section 2.1(b).
“Canada Closing Date” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Closing Net Working Capital” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Employees” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada MARC” shall mean those MARCs which are indicated with an asterisk on
Schedule 6.7(a).
“Canada Other Assets” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Post-Closing Tax Period” shall have the meaning set forth in Section 5.1(b).
“Canada Pre-Closing Tax Period” shall have the meaning set forth in Section 5.1(b).
“Canada Purchase Agreement” shall have the meaning set forth in the preamble.
“Canada Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Canada Seller” shall have the meaning set forth in the recitals.
“Canada Shared Contracts” shall have the meaning set forth in Section 6.13(b).
“Canada Territories” shall mean the territories set forth on Exhibit A-1 hereto.
“Canada Transfer Documents” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Transferred Employee” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada TSAs” shall have the meaning set forth in the Canada Purchase Agreement.
“Chile Buyer” shall mean Finning Chile S.A.
“Chile Seller” shall mean Bucyrus International (Chile) Limitada.
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“Chilean Employee Loan Amount” shall mean the aggregate amount of all amounts
outstanding pursuant to all “soft loans” made pursuant to any collective bargaining agreement
and all other loans, in each case, made by or on behalf of Chile Seller to any Initial Closing
Employee, as of the Initial Closing Date.
“Commissioner” shall mean the Commissioner of Competition appointed under the
Competition Act and includes a person duly authorized to exercise the powers and to perform the
duties of the Commissioner of Competition.
“Competition Act” shall mean the Competition Act (Canada) (as amended).
“Consent” shall mean any approval, consent, ratification, waiver, notice or other
authorization.
“Consignment Agreement” shall have the meaning set forth in Section 2.2(a)(iv).
“Contamination” shall mean the presence in the Environment of any substance in, on,
under or emanating from an Acquired Real Property (including any buildings, structures, or
facilities thereon) at a concentration above that at which the substance naturally occurs in, on or
under the land, in the air or in groundwater (respectively) in the same locality, being a presence
that constitutes a breach of the applicable standards under Environmental Law or at a level that
requires clean up or remediation under any Assumed Real Property Leases.
“Customer Non-Machine Requirements Charge” shall mean, with respect to a Base
Machine sold by Buyer, or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime
Product Order, the customer price for Non-Machine Requirements under a Transferred Prime
Product Order as stated on Schedule 6.18.
“Customer Site” shall have the meaning set forth in Section 9.3(f).
“De Minimis Thresholds” shall have the meaning set forth in Section 9.3(b).
“Dealer/Bucyrus Order” shall have the meaning set forth in Section 6.9(b).
“Disclosure Schedule” shall have the meaning set forth in Section 3.
“Employees” shall mean, collectively, the Initial Closing Employees and the Canada
Employees.
“Environment” shall mean soil, fill material, land surface or subsurface strata, surface
waters (including navigable waters and ocean waters), groundwaters, water in water
pipes/conduits, water in drain pipes, drinking water supply, stream sediments, air (including the
air within buildings and the air within other natural or man-made structures whether above or
below ground), ambient air, soil vapor, plant and animal life and any other environmental
medium or natural resource.
“Environmental Law” shall mean any applicable Legal Requirements in effect as of or
prior to the Initial Closing Date (with respect to the Initial Closing Business) or the Canada
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Closing Date (with respect to the Canada Business) which (i) regulate or relate to the protection
of, or the prevention of the pollution of, the Environment or the use, storage, treatment,
generation, transportation, processing, handling, release, production, distribution, remedial
action, cleanup, purchase, sale or disposal of hazardous materials but does not include laws
relating to occupational health and safety or (ii) impose Liability or responsibility with respect to
any of the foregoing.
“Environmental Liability” shall mean any Liability for the use, handling, storage,
treatment, or disposal of any hazardous materials by the Local Distribution Businesses or the
investigation, cleanup, or remediation of hazardous materials or the Environment or otherwise
arising under or with respect to any Environmental Laws or under any permits or licenses issued
or required thereunder.
“Environmental Tests” shall have the meaning set forth in Section 9.3(f)(i).
“Excluded Accounts Receivable” shall mean all accounts receivable, trade receivables,
notes or other receivables of Seller or any of its Affiliates, including all accounts receivable,
trade receivables, notes and other receivables arising out of the Retained Orders and Retained
WIP and such other accounts receivable, trade receivables, notes and other receivables described
or listed on Schedule 1.1(b).
“Excluded Amounts” shall have the meaning set forth in Section 5.2.
“Excluded Assets” shall have the meaning set forth in Section 1.1.
“Excluded Contract” shall mean any agreement, contract, obligation or other undertaking
of Seller or the applicable Seller Party other than the Assumed Contracts, including the Retained
Orders and such other agreements, contracts, obligations and other undertakings described or
listed on Schedule 1.1(b).
“Excluded Equipment” shall mean any machinery, equipment, tools, materials and other
items of tangible property of Seller or the applicable Seller Party other than the Acquired
Equipment, including such machinery, equipment, tools, materials and other tangible property
described or listed on Schedule 1.1(b).
“Excluded Inventory” shall mean any raw materials, work-in-process or finished goods
inventories of Seller or any of its Affiliates other than the Acquired Inventories, including such
inventory described or listed on Schedule 1.1(b).
“Excluded Other Current Assets” shall mean any lease deposits, prepaid rent and other
prepaid expenses, prepaid insurance and other current assets of Seller or the Seller Parties other
than the Acquired Other Current Assets, including those listed or described on Schedule 1.1(b).
“Final Initial Closing Net Working Capital” shall mean (i) the Initial Closing Net
Working Capital as set forth in the Initial Closing Statement as delivered by Seller to Buyer in
the event that no objection to the Initial Closing Net Working Capital as set forth in the Initial
Closing Statement is delivered by Buyer to Seller during the 45-day period specified in Section
1.2(b)(iii), or (ii) if any such objection is delivered within such forty-five (45) day period, the
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Initial Closing Net Working Capital set forth in the Initial Closing Statement as adjusted
pursuant to the mutual agreement of Buyer and Seller or, if any dispute is referred to the
Accounting Firm, the final decision of the Accounting Firm with respect to any disputed items.
“Fundamental Representations” shall have the meaning set forth in Section 9.7.
“Governmental Authority” shall mean any domestic or foreign national, provincial, state,
multi-state or municipal or other local government or any subdivision, agency, commission or
authority, or regulatory or administrative agency thereof, or any self-regulating organization
having adjudication powers, or any court of record.
“ICS Agreement” shall have the meaning set forth in Section 6.7.
“Indemnified Party” shall have the meaning set forth in Section 9.4.
“Indemnifying Party” shall have the meaning set forth in Section 9.4.
“Initial Closing” shall have the meaning set forth in Section 2.1(a).
“Initial Closing Acquired Assets” shall mean all of the Acquired Assets other than the
Canada Acquired Assets.
“Initial Closing Acquired Inventories” shall mean all of the Acquired Inventories other
than the Canada Acquired Inventories.
“Initial Closing Acquired Other Current Assets” shall mean all of the Acquired Other
Current Assets other than the Canada Acquired Other Current Assets.
“Initial Closing Acquired Real Property” shall mean all of the Acquired Real Property
other than the Canada Acquired Real Property.
“Initial Closing Acquired WIP” shall mean major rebuild work-in process inventories and
other work-in-process inventories specifically listed or described on Schedule 1.1(a), in each
case, as conclusively set forth by Seller on the WIP Schedule delivered pursuant to Section
2.2(b)(vi).
5.1(a).
“Initial Closing Apportioned Obligations” shall have the meaning set forth in Section
“Initial Closing Assumed Contracts” shall mean all of the Assumed Contracts other than
the Canada Assumed Contracts.
“Initial Closing Assumed Liabilities” shall mean all of the Assumed Liabilities other than
the Canada Assumed Liabilities.
“Initial Closing Bonus Entitlements” shall mean all entitlements to bonus payments of
Initial Closing Employees, excluding the Initial Closing Employee Retention Bonus
Entitlements.
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“Initial Closing Business” shall mean the mining equipment sales (including promotion
and marketing activities), distribution, and aftermarket sales, service and support business
conducted by the Bucyrus Entities in the Initial Closing Territories, which includes such business
related to, but not limited to, the Products and replacement parts therefor. For the avoidance of
doubt, the term “Initial Closing Business” shall not include the original product and part
manufacturing business conducted by the Bucyrus Entities in the Initial Closing Territories.
“Initial Closing Date” shall have the meaning set forth in Section 2.1(a).
“Initial Closing Employee Entitlements” shall mean all entitlements to annual vacation
leave of Initial Closing Employees.
“Initial Closing Employee Retention Bonus Entitlements” shall mean the retention
bonuses amounts due to select Initial Closing Employees pursuant to the terms and conditions of
individual retention bonus agreement letters set forth on Schedule 1.1(a).
“Initial Closing Employees” shall mean, collectively, (i) the employees of the Bucyrus
Entities specified on Schedule 6.6(a) and (ii) any Person who becomes an employee of the
Bucyrus Entities between the date hereof and the Initial Closing Date and (x) is employed
exclusively in connection with the Local Distribution Businesses, (y) is hired for the purpose of
replacing any of the employees specified on Schedule 6.6(a) in connection with the Local
Distribution Businesses, or (z) is otherwise designated as an “employee” by the mutual
agreement of Buyer and Seller, and in each case of clauses (i) and (ii), who remains so employed
at the Initial Closing.
“Initial Closing Inventory Count” shall have the meaning set forth in Section 1.2(b)(i).
“Initial Closing Net Working Capital” shall mean the aggregate value of the Initial
Closing Acquired Inventories and the Initial Closing Acquired Other Current Assets, in each case
calculated as of the Initial Closing in accordance with the Accounting Principles. For the
avoidance of doubt, all Excluded Assets and Retained Liabilities shall be disregarded for
purposes of the calculation of the Initial Closing Net Working Capital.
“Initial Closing Other Assets” shall mean all of the Other Assets other than the Canada
Other Assets.
5.1(a).
5.1(a).
“Initial Closing Outside Date” shall have the meaning set forth in Section 2.3(d).
“Initial Closing Post-Closing Tax Period” shall have the meaning set forth in Section
“Initial Closing Pre-Closing Tax Period” shall have the meaning set forth in Section
“Initial Closing Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Initial Closing Severance Amounts” shall mean, with respect to each Initial Closing
Employee, the aggregate amount of all severance and termination pay to which such Initial
- 61 -

Closing Employee would have been entitled to be paid by Seller or the applicable Seller Party
had such Initial Closing Employee’s employment contract not been maintained and continued
with Buyer or the applicable Buyer Party on the Initial Closing Date.
“Initial Closing Severance Entitlements” shall have the meaning set forth in Section
1.2(b)(ii).
“Initial Closing Shared Contracts” shall have the meaning set forth in Section 6.13(b).
“Initial Closing Statement” shall have the meaning set forth in Section 1.2(b)(ii).
“Initial Closing Supplementary Material” shall have the meaning set forth in Section
1.2(b)(ii).
“Initial Closing Territories” shall mean the territories set forth on Exhibit A-2 hereto.
“Initial Closing Transfer Documents” have the meaning set forth in Section 2.2(a)(ii).
“Initial Closing TSAs” shall have the meaning set forth in Section 2.2(a)(iii).
“Intellectual Property” shall mean all (i) inventions (whether patentable or unpatentable
and whether or not reduced to practice), improvements thereto, and patents, patent applications,
and patent disclosures, together with reissuances, revisions, extensions, and reexaminations
thereof, (ii) trademarks, service marks, trade dress, logos, trade names, and applications,
registrations, and renewals in connection therewith, (iii) the names “Caterpillar” and “Bucyrus”
and any business name, trade name, service name, or brand name, and any domain name that
includes such names and any and all other derivatives thereof, (iv) copyrights and applications,
registrations, and renewals in connection therewith and (v) trade secrets, know how and similar
confidential proprietary information.
“Iquique Property” shall have the meaning set forth in Section 6.19(c).
“Knowledge of Seller” or “Seller’s Knowledge” or similar phrases shall mean the actual
knowledge of Larry Gregory, Philip Kelliher, James Nickolas, John Oliver, Michael Reinsma,
Michael Rochford and Mark Stoddard.
“Legal Requirement” shall mean any federal, provincial, territorial, state, local,
municipal, foreign, international, multinational or other administrative order, constitution, law
(whether civil or criminal), ordinance, principle of common law, code, regulation, rule, statute,
statutory guidance, technical guidance, treaty, resolution, order, decision or directive.
“Liability” shall mean, with respect to any Person, any liability, expense, fee, penalty,
fine, damage, claim or obligation of such Person of any kind, character or description, whether
known or unknown, asserted or unasserted, absolute or contingent, matured or unmatured,
accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, or due or
to become due.
“Licenses” shall have the meaning set forth in Section 3.4.
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“Lien” shall mean any charge, claim, condition, equitable interest, lien, option, pledge,
security interest, mortgage, right of way, easement, encroachment, encumbrance, servitude, right
of first option, right of first refusal or similar restriction, including any restriction on use, voting
(in the case of any security or equity interest), transfer, receipt of income or exercise of any other
attribute of ownership.
“Local Business Portion” shall have the meaning set forth in Section 6.13(a).
“Local Distribution Businesses” shall mean, collectively, the Initial Closing Business and
the Canada Business.
“Losses” shall have the meaning set forth in Section 9.1.
“Lower End Target Initial Closing Working Capital” shall mean an amount equal to
$79,248,000.
“Mandatory Antitrust Approvals” shall mean a decision, in whatever form (including a
declaration of lack of jurisdiction or a mere filing or notification, if the Initial Closing or the
Canada Closing (as applicable) can take place, pursuant to the applicable Antitrust Laws, without
a decision or the expiry of any waiting period) by any Governmental Authority under the
Antitrust Laws of any of the jurisdictions listed in Exhibit Z (the “Relevant Antitrust
Jurisdictions”) or the expiry of the applicable waiting period, as applicable, under the Antitrust
Laws of the Relevant Antitrust Jurisdictions, authorizing or not objecting to the transactions
contemplated by this Agreement or the Canada Purchase Agreement, which includes any
decision or consent by any such Governmental Authority setting forth conditions or obligations
on Buyer or any of its Affiliates.
“Mandatory Canadian Antitrust Approval” shall mean either of the following:
(i) the issuance of an advance ruling certificate by the Commissioner
under section 102(1) of the Competition Act; or
(ii) the applicable waiting period under subsection 123(1) of the
Competition Act shall have expired or shall have been terminated early under subsection 123(2)
of the Competition Act, or the obligation to submit a notification under Part IX of the
Competition Act shall have been waived pursuant to paragraph 113(c) of the Competition Act.
“MARC” shall mean the service contracts, obligations, undertakings or arrangements
relating to the maintenance and repair of prime products in the Territories as listed on Schedule
6.7(a).
“Material Adverse Effect” shall mean any change, development or event that has a
material adverse effect upon the Acquired Assets and the Local Distribution Businesses (taken as
a whole), except for any adverse effect to the extent resulting from (i) general business or
economic conditions affecting the mining industry in the Territories, (ii) the engagement by any
Governmental Authority in hostilities or the escalation thereof, whether or not pursuant to the
declaration of a national emergency or war, or the occurrence or the escalation of any military or
terrorist attack, or any territories, possessions, or diplomatic or consular offices or upon any
- 63 -

military installation, equipment or personnel, (iii) financial, banking, or securities markets
(including any disruption thereof and any decline in the price of any security or any market
index), (iv) changes after the date hereof in any applicable accounting principles, (v) changes in
Legal Requirements issued by any Governmental Authority after the date hereof, or (vi) the
announcement or performance of this Agreement or the other agreements or transactions
contemplated hereby or thereby.
“Material Contracts” shall have the meaning set forth in Section 3.6(a).
“Midpoint Shortfall” shall have the meaning set forth in Section 1.2(b)(x).
“Midpoint Target Initial Closing Working Capital” shall mean $81,280,000.
“Non-Local Business Portion” shall have the meaning set forth in Section 6.13(a).
“Non-Local Business Shared Contracts” shall have the meaning set forth in Section
6.13(b).
“Non-Machine Requirements” shall mean, with respect to a Base Machine sold by Buyer,
or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product Order, all
delivery, assembly, commissioning and similar items required by the Transferred Prime Product
Order, or other reasonably substantiated commitment made by Seller, or any Affiliate of Seller,
to the customer prior to Closing, for such Base Machine, but only to the extent validated by
Seller.
“Non-Machine Requirements Credit” shall mean, with respect to a Base Machine sold by
Buyer, or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product Order, a
credit for new machine purchases by Buyer from Seller equal to the Validated Non-Machine
Claim Amount for such sold Base Machine, if any.
“Other Assets” shall mean the other assets used by the Seller Parties exclusively in the
Local Distribution Businesses (including all sales, marketing and promotion activities), including
the assets set forth on Schedule 1.1(a) but excluding the Intellectual Property.
“Party” or “Parties” shall have the meaning set forth in the recitals.
“Permitted Liens” shall mean (i) Liens for federal, provincial, state or local income,
franchise, sales, withholding, payroll, property or similar taxes (and assessments and other
governmental charges or levies) not yet due and payable or due but not delinquent, (ii)
mechanics’, builders’, workmen’s, repairmen’s, warehousemen’s, landlord’s, carriers’ or other
like Liens (including Liens created by operation of law) for amounts not delinquent or that are
being contested in appropriate proceedings, (iii) with respect to real property, Liens in respect of
easements, permits, licenses, right-of-way, restrictive covenants or encroachments or
irregularities in, and other similar exceptions to, title and any conditions with respect to real
property that would be shown by a current survey, title report or other public record, (iv) with
respect to real property, zoning, entitlement, building, planning, land use and environmental
restrictions or regulations and other Legal Requirements, (v) with respect to real property, such
other imperfections in title, easements, charges, restrictions and Liens which do not materially
- 64 -

detract from, materially diminish the value of or materially interfere with the present use of the
affected property, (vi) Liens that may be released at or prior to the Initial Closing (with respect to
the Initial Closing Acquired Assets) or the Canada Closing (with respect to the Canada Acquired
Assets) without further action from any third party and are so released at or prior to the Initial
Closing or the Canada Closing (as applicable) and (vii) Liens consented to by Buyer or any
Buyer Party.
“Person” shall mean an individual, partnership, corporation, business trust, limited
liability company, limited liability partnership, joint stock company, trust, unincorporated
association, joint venture or other entity or a Governmental Authority.
“Products” shall mean the products listed on Schedule B.
“Protected Leave” shall mean any leave from work that is job-protected by a Legal
Requirements.
“Purchase Price” shall mean the Initial Closing Purchase Price plus the Canada Purchase
Price, each as adjusted pursuant to Section 9.8.
“Refurbished Item” shall have the meaning set forth in Section 6.17.
“Reimbursable Warranty Costs” shall mean, with respect to each Applicable Warranty
Item, the costs and expenses that are reimbursable by Seller or a Seller Party in connection with
work or repairs performed, replacement products or parts provided or service rendered by Buyer
or a Buyer Party under an applicable Bucyrus Warranty, in each case as determined in
accordance with the principles set forth on Schedule 6.8 applicable to such Applicable Warranty
Item.
“Relevant Antitrust Jurisdictions” shall have the meaning set forth in the definition of
“Mandatory Antitrust Approvals.”
“Representatives” shall have the meaning set forth in Section 6.4(a).
“Retained Liabilities” shall have the meaning set forth in Section 1.3(b).
“Retained Orders” shall have the meaning set forth in Section 6.18(f).
“Retained Payables” shall have the meaning set forth in Section 1.6.
“Retained WIP” shall mean all work-in-process inventories of Seller and its Affiliates
other than Acquired WIP.
“Retained WIP and Retained Orders TSAs” shall have the meaning set forth in Section
6.19(b).
[Redacted reference to confidential customer contract]
.
- 65 -

“Schedule Supplement” shall have the meaning set forth in Section 6.12(a).
“Scheduled Matters” shall mean any matter described on Schedule 1.3(b).
“Seller” shall have the meaning set forth in the preamble.
“Seller Indemnified Parties” shall have the meaning set forth in Section 9.2.
“Seller Parties” shall have the meaning set forth in the recitals.
“Shared Contracts” shall have the meaning set forth in Section 6.13(a).
“Straddle Invoice” shall have the meaning set forth in Section 1.6.
“Support Program” shall have the meaning set forth in Section 6.9(a).
“Tax Return” shall mean any return, declaration, report, claim for refund or information
return, certificate, schedule, election or statement relating to taxes, including any schedule,
supplement or attachment thereto, and including any amendment thereof.
“Taxes” shall mean, unless otherwise specified: (i) any federal, national, provincial, state
or local taxes imposed by or payable to any Governmental Authority, including any income,
gross receipts, license, payroll, employment, excise, severance, stamp, business, occupation,
premium, windfall profits, environmental, capital stock, customs duties, franchise, profits,
withholding, social security (or similar), unemployment, disability, real property, personal
property, sales, use, service, service use, lease, lease use, transfer, registration, value added tax,
goods and services, harmonized sales or similar tax, any alternative or add-on minimum tax, any
estimated tax, and all employment insurance, health insurance and Canada, Quebec and other
government pension plan premiums or contributions, or other tax of any kind, and any levy,
impost, duty, assessment, or withholding tax, in each case, including any interest, penalty, or
addition thereto, whether disputed or not, including those levied in Chile under the regulations of
Decree Law No. 824 of 1974, Decree Law No. 825 of 1974, Decree Law, No. 3,475 of 1980,
Law No. 17,235 and Decree Law No. 3,063 of 1979; and (ii) any Liability for the payment of
any amount of a type described in clause (i) arising as a result of being or having been a member
of any consolidated, combined, unitary or other group or being or having been included or
required to be included in any Tax Return related thereto.
“Territories” shall mean, collectively, the Canada Territories and the Initial Closing
Territories.
“Third Party Claim” shall have the meaning set forth in Section 9.4.
“Transfer Documents” shall mean, collectively, the Initial Closing Transfer Documents
and the Canada Transfer Documents.
“Transfer Taxes” shall have the meaning set forth in Section 5.2.
- 66 -

“Transferred Employees” shall mean, collectively, the Initial Closing Employees and the
Canada Transferred Employees.
“Transferred Licenses” shall mean the Licenses set forth on Schedule 1.1(a), to the extent
transferrable.
“Transferred Prime Product Order” shall mean a customer product order or other inprocess
customer order that is set forth on Schedule 6.18, as in effect as of the Initial Closing or
the Canada Closing (as applicable). For the avoidance of doubt, a Transferred Prime Product
Order shall not include any Retained Order or MARC or orders under any MARC.
“UK Acquired Assets” shall mean all of the Initial Closing Acquired Assets located in the
UK Territories or exclusively related to or exclusively used in the UK Business.
“UK Business” shall mean the mining equipment sales (including promotion and
marketing activities), distribution, and aftermarket sales, service and support business conducted
by the Bucyrus Entities in the UK Territories, which includes such business related to, but not
limited to, the Products and replacement parts therefor. For the avoidance of doubt, the term
“UK Business” shall not include the original product and part manufacturing business conducted
by the Bucyrus Entities in the UK Territories.
“UK Territories” shall mean those Initial Closing Territories marked with an asterisk on
Exhibit A-2 hereto.
“Unassigned Asset” shall have the meaning set forth in Section 1.5.
“Upper End Target Initial Closing Working Capital” shall mean an amount equal to
$83,312,000.
“Validated Non-Machine Claim Amount” shall mean, with respect to a Base Machine
sold by Buyer, or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product
Order, the amount, if any, by which the aggregate Buyer Non-Machine Requirements Costs for
such Base Machine exceed 110% of the Customer Non-Machine Requirements Charge for such
Base Machine.
“VAT” shall mean value added tax as provided for in VATA and any tax similar to that
tax imposed in addition to or in substitution for it at the rate(s) from time to time imposed.
“VATA” shall mean the UK Value Added Tax Act 1994.
“WIP Schedule” means a schedule listing the work-in-process (excluding any work-inprocess
that is part of the Excluded Inventory) for the Initial Closing Business and in respect of
the Initial Closing Acquired Assets and Initial Closing Assumed Liabilities in the form of Exhibit
F, which Seller shall complete as of the date that is three (3) days prior to the Initial Closing
Date.
“Zofri Consent” shall have the meaning set forth in Section 6.19(c).
- 67 -

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the date
first above written and represents that it is duly authorized and has the capacity to execute this
Agreement.
CATERPILLAR GLOBAL MINING LLC
By: /s/ David L. Hoffman
Name: David L. Hoffman
Title: Authorized Signatory
FINNING INTERNATIONAL INC.
By: /s/ Michael T. Waites
Name: Michael T. Waites
Title: President and Chief Executive Officer
By: /s/ David S. Smith
Name: David S. Smith
Title: Executive Vice President and Chief
Financial Officer
[Signature Page to Master Asset Purchase Agreement]
- 68 -

EXHIBIT A-1
Canada Territories
1. All of the Province of British Columbia, Canada
2. All of the Province of Alberta, Canada
3. Northwest Territories
A1-1
Exhibit A-1
Canada Territories

1. England; Scotland; Wales*
2. Chile
3. Argentina
EXHIBIT A-2
Initial Closing Territories
A2-1
Exhibit A-2
Iniital Closing Territories

EXHIBIT B
Form of Initial Closing Transfer Documents
A. Form of Bill of Sale, in the form set forth in Annex A to this Exhibit B.
B. Form of Assignment and Assumption Agreement, in the form set forth in Annex B to this
Exhibit B.
C. Form of UK Bill of Sale, in the form to be agreed upon by the Parties.
B1-1
Exhibit B
Form of Initial Closing Transfer Documents

ANNEX A to EXHIBIT B
Form of Initial Closing Bill of Sale
This BILL OF SALE (this “Bill of Sale”) is made as of [●], 2012, by and among
Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.), a Delaware limited liability
company (“Seller”), [[●], [●] and [●]] (each, a “Seller Party” and collectively, the “Seller
Parties”), and Finning International Inc., a corporation organized under the federal laws of
Canada (“Buyer”), and [[●], [●] and [●]] (each, a “Buyer Party” and collectively, the “Buyer
Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given
to such terms in the Purchase Agreement (as defined below).
WHEREAS, Seller and Buyer are parties to that certain Master Asset Purchase
Agreement, dated as of [●], 2012 (as the same may be amended from time to time in accordance
with its terms, the “Purchase Agreement”), pursuant to which, and subject to the terms and
conditions set forth therein, Buyer has agreed to purchase from Seller or the applicable Seller
Party certain assets related to the Local Distribution Businesses in the Territories.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and each
Seller Party, as applicable, hereby sells, transfers, conveys, assigns and delivers to Buyer or the
applicable Buyer Party all right, title and interest of Seller and the Seller Parties in and to the
Initial Closing Acquired Assets described on the attached Appendix A.
This Bill of Sale is being executed and delivered pursuant and subject to the Purchase
Agreement. Nothing in this Bill of Sale shall, or shall be deemed to, defeat, limit, alter, impair,
enhance or enlarge any right, obligation, claim or remedy created by the Purchase Agreement. In
the event of any conflict between this Bill of Sale and the Purchase Agreement, the Purchase
Agreement shall control.
This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
This Bill of Sale and any claims arising out of or relating to this Bill of Sale or the
transactions contemplated by this Bill of Sale shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to any choice or conflict of law
principles that would cause the application of the laws of any other jurisdiction.
This Bill of Sale may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or
electronic mail will be effective as delivery of a manually executed counterpart of this Bill of
Sale.
[Signatures follow on next page]
B1-2
Exhibit B
Form of Initial Closing Transfer Documents

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be executed
and delivered as of the date first written above. 2
CATERPILLAR GLOBAL MINING LLC
By: ______________________________
Name:
Title:
BUCYRUS MINING EQUIPMENT LLC
By: ____________________________________
Name:
Title:
BUCYRUS HEX GMBH
By: ____________________________________
Name:
Title:
BUCYRUS INTERNATIONAL (CHILE) LTDA
By: ____________________________________
Name:
Title:
[Signature Page to Initial Closing Bill of Sale]
2 Note to Draft: List of signatories to be confirmed based on Appendix A.
B1-3
Exhibit B
Form of Initial Closing Transfer Documents

FINNING INTERNATIONAL INC.
By: ____________________________________
Name:
Title:
[Signature Page to Initial Closing Bill of Sale]
[continued]
B1-4
Exhibit B
Form of Initial Closing Transfer Documents

APPENDIX A 3
[APPENDIX TO BE COMPLETED BASED ON FINAL LIST OF TRANSFERRED
ASSETS. PARTIES WILL IDENTIFY APPLICABLE SELLER AND BUYER PARTIES
FOR EACH ASSET OR CATEGORY OF INITIAL CLOSING ACQUIRED ASSET, AS
APPROPRIATE.]
Seller/Seller
Party
Buyer/Buyer
Party
A. Initial Closing Acquired Inventories
Initial Closing Acquired Asset Territory
1. [Bucyrus Entity] [Buyer Entity] [Initial Closing Acquired
Inventories]
2. [Bucyrus Entity] [Buyer Entity] [Initial Closing Acquired
Inventories]
3. [Bucyrus Entity] [Buyer Entity] [Initial Closing Acquired
Inventories]
B. Acquired Equipment (other than the Canada Acquired Equipment)
1. [Bucyrus Entity] [Buyer Entity] [Acquired Equipment] [●]
2. [Bucyrus Entity] [Buyer Entity] [Acquired Equipment] [●]
3. [Bucyrus Entity] [Buyer Entity] [Acquired Equipment] [●]
C. Initial Closing Other Assets
1. [Bucyrus Entity] [Buyer Entity] [Initial Closing Other Assets] [●]
2. [Bucyrus Entity] [Buyer Entity] [Initial Closing Other Assets] [●]
3. [Bucyrus Entity] [Buyer Entity] [Initial Closing Other Assets] [●]
D. Initial Closing Acquired Other Current Assets
1. [Bucyrus Entity] [Buyer Entity] [Initial Closing Acquired Other
Current Assets]
2. [Bucyrus Entity] [Buyer Entity] [Initial Closing Acquired Other
Current Assets]
3. [Bucyrus Entity] [Buyer Entity] [Initial Closing Acquired Other
Current Assets]
3 Owned Real Property to be transferred pursuant to local law transfer documents. The Iquique Property transfer
documents to be prepared by Zofri (Iquique free zone authorities) and transferred as contemplated by Section
6.19(b) of the Purchase Agreement.
B1-5
[●]
[●]
[●]
[●]
[●]
[●]
Exhibit B
Form of Initial Closing Transfer Documents

ANNEX B TO EXHIBIT B
FORM OF INITIAL CLOSING ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made
as of [●], 2012, by and among Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.),
a Delaware limited liability company (“Seller”), [[●], [●] and [●]] (each, a “Seller Party” and
collectively, the “Seller Parties”), Finning International Inc., a corporation organized under the
federal laws of Canada (“Buyer”), and [[●], [●] and [●]] (each, a “Buyer Party” and collectively,
the “Buyer Parties”). Capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, Seller and Buyer are parties to that certain Master Asset Purchase
Agreement, dated as of [●], 2012 (as the same may be amended from time to time in accordance
with its terms, the “Purchase Agreement”), pursuant to which, and subject to the terms and
conditions set forth therein, Seller has agreed to assign, or cause the applicable Seller Party to
assign, to Buyer or the applicable Buyer Party all right, title and interest of Seller or such Seller
Party in and to each of the Assumed Contracts, and Buyer has agreed to take, or cause the
applicable Buyer Party to agree to take, assignment from Seller or the applicable Seller Party of
all of Seller’s or such Seller Party’s right, title and interest in and to the Assumed Contracts, as
applicable; and
WHEREAS, pursuant to the Purchase Agreement, Buyer has agreed to, or cause the
applicable Buyer Party to, assume, perform and discharge when due all of the Initial Closing
Assumed Liabilities (other than the Initial Closing Assumed Contract Liabilities) and all of the
Initial Closing Assumed Liabilities with respect to Initial Closing Assumed Contracts (the
“Initial Closing Assumed Contract Liabilities”) that are being assigned to Buyer hereunder.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, Seller, the Seller Parties, Buyer and the Buyer Parties hereby agree
as follows:
1. Assignment of Initial Closing Assumed Contracts. On the terms and subject to
the conditions of the Purchase Agreement, Seller and each of the Seller Parties hereby assigns
and transfers to Buyer or the applicable Buyer Party and Buyer or the applicable Buyer Party
hereby takes assignment from Seller or the applicable Seller Party of, all right, title and interest
of Seller and the Seller Parties, as applicable, in and to the Initial Closing Assumed Contracts
described on Appendix A. Notwithstanding the foregoing, neither Seller nor any Seller Party
shall be deemed to assign or transfer hereunder any Initial Closing Assumed Contract or any
claim, right, benefit or obligation thereunder if an assignment or transfer thereof, without the
Consent of a third-party thereto, would constitute a breach or violation thereof or impose a
Liability on Seller, the Seller Parties, Buyer or the Buyer Parties unless and until such a Consent
has been obtained.
2. Assumption of Initial Closing Assumed Liabilities. On the terms and subject to
the conditions of the Purchase Agreement, Buyer and the Buyer Parties hereby assume, and
agree to pay, perform and discharge when due, all of the Initial Closing Assumed Liabilities
B1-6
Exhibit B
Form of Initial Closing Transfer Documents

(other than the Initial Closing Assumed Contract Liabilities) and the Initial Closing Assumed
Contract Liabilities that are being assigned to Buyer pursuant to Section 1 above.
3. No Assumption of Retained Liabilities. Notwithstanding anything to the contrary
contained herein, neither Buyer nor any of its Affiliates is assuming or otherwise liable in respect
of, or shall be deemed to have assumed or otherwise be liable in respect of, any Retained
Liability.
4. Purchase Agreement. This Agreement is being executed and delivered pursuant
and subject to the Purchase Agreement. Nothing in this Agreement shall, or shall be deemed to,
defeat, limit, alter or impair, enhance or enlarge any right, obligation, claim or remedy created by
the Purchase Agreement. In the event of any conflict between this Agreement and the Purchase
Agreement, the Purchase Agreement shall control.
5. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
6. Further Assurances. Upon the reasonable request of the other party, each party
hereto agrees to execute and deliver to the other party all such additional assignments,
assumptions, releases and other documents as may be reasonably requested by the other party
and are required to effectuate completely the assignment by Seller or a Seller Party, and the
assumption by Buyer or a Buyer Party, contemplated hereby and by the Purchase Agreement.
7. Applicable Law. This Agreement and any claims arising out of or relating to this
Agreement or the transactions contemplated by this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving effect to any
choice or conflict of law principles that would cause the application of the laws of any other
jurisdiction..
8. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this Agreement by
facsimile or electronic mail will be effective as delivery of a manually executed counterpart of
this Agreement.
[Signature page follows]
B1-7
Exhibit B
Form of Initial Closing Transfer Documents

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first written above. 4
CATERPILLAR GLOBAL MINING LLC
By: ______________________________
Name:
Title:
BUCYRUS MINING EQUIPMENT LLC
By: ____________________________________
Name:
Title:
BUCYRUS HEX GMBH
By: ____________________________________
Name:
Title:
BUCYRUS INTERNATIONAL (CHILE) LTDA
By: ____________________________________
Name:
Title:
[Signature Page to Initial Closing Assignment & Assumption Agreement]
4 Note to Draft: List of signatories to be confirmed based on Appendix A.
B1-8
Exhibit B
Form of Initial Closing Transfer Documents

FINNING INTERNATIONAL INC.
By: ____________________________________
Name:
Title:
[Signature Page to Initial Closing Assignment and Assumption Agreement]
[continued]
B1-9
Exhibit B
Form of Initial Closing Transfer Documents

Initial Closing Assumed Contracts
Contract Assignor Assignee
B1-10
Exhibit B
Form of Initial Closing Transfer Documents

EXHIBIT C-1
Form of Initial Closing TSA – Buyer
(See attached)
C1-1
Exhibit C-1
Form of Initial Closing Transfer Documents

EXHIBIT C-1
Form of Transition Services Agreement – Buyer
This Transition Services Agreement (this “Agreement”) is entered into as of ________,
2012 (the “Effective Date”), by and between [Caterpillar Global Mining LLC (f/k/a Bucyrus
International, Inc.), a limited liability company organized under the laws of the State of
Delaware] (“Seller”), and [Finning International Inc., a corporation organized under the
federal laws of Canada] (“Buyer”). Seller and Buyer are sometimes hereinafter referred to
individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Purchase Agreement (as
defined below).
W I T N E S S E T H :
WHEREAS, Seller and Buyer have entered into that certain Master Asset Purchase
Agreement dated as of __________, 2012 (the “Purchase Agreement”), pursuant to which the
Buyer Parties will purchase from Seller and the Seller Parties certain assets relating to the Local
Distribution Businesses, as described in the Purchase Agreement; and
WHEREAS, in connection therewith, Buyer will provide, or cause to be provided, to
Seller certain Services (as defined below) in accordance with the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, the Parties, intending to become legally bound, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as
follows.
ARTICLE I
PROVISION OF SERVICES
1.01 Services. Buyer shall provide, or cause to be provided, to Seller: (i) the general
services described on Schedule A attached hereto (the “General Services”); and (ii) the
information systems services (if any) described on Schedule B attached hereto (the “Information
Systems Services”). As used in this Agreement, “Service” shall mean any General Service or
Information Systems Service and “Services” shall mean the General Services and the
Information Systems Services collectively.
1.02 Provision of Services.
(a) Buyer shall not be obligated to provide any services other than those Services
specifically set forth in Schedules A and B. The Services shall be provided in accordance with
and subject to the terms, limitations and conditions set forth in this Agreement. Except as
specifically set forth in Schedule A or B, or unless otherwise mutually agreed upon by the Parties
in writing, to the extent practicable, the Services shall be performed by Buyer for Seller in a
manner that is substantially similar to the manner in which such Services were generally
performed by, or on behalf of, Seller or Seller Parties for the Local Distribution Businesses
C1-2
Exhibit C-1
Form of Initial Closing Transfer Documents

immediately prior to the Effective Date, including, in the case of Information Systems Services,
the outsourcing of any Services that Seller or Seller Parties previously outsourced.
(b) Notwithstanding anything to the contrary contained herein, including Sections
1.01, 1.02 and 1.03, Buyer shall not be obligated to provide any Service if the provision of such
Service would violate any Legal Requirement or any agreement or license to which a Buyer or
Buyer Party is subject.
(c) Buyer may, from time to time, reasonably supplement, modify, substitute or
otherwise alter the Services to be provided hereunder, in a manner that does not materially
decrease the quality or availability of such Services below the standard set forth in Section
1.02(a). Buyer shall use good faith endeavors to notify Seller of the nature of the supplement,
modification, substitution or alteration to the Services, pursuant to Buyer’s normal change
notification procedures in the ordinary course of business.
(d) Buyer shall have the right to use subcontractors to provide, or assist Buyer and its
affiliates in the provision of, the Services.
(e) The provision of Information Systems Services hereunder shall be subject in all
cases to the availability of third party providers of such Information Systems Services and the
willingness of such third party providers to permit such Information Systems Services to be
made available to Seller.
(f) Seller may obtain services from any other entity, in order to enable such services
to operate in parallel to the Services provided by Buyer, provided that Seller complies with its
confidentiality and other obligations under this Agreement and Seller will be fully responsible
for any disruption or other adverse impact that may result from or in connection with such other
services or operation in parallel.
(g) In providing the Services, Buyer will use reasonable endeavors to act in
accordance with the reasonable directions of Seller, provided that such directions are not
inconsistent with the terms of this Agreement or any Legal Requirement and provided further
that Seller will be fully responsible for any disruption or other adverse impact or other
consequences that may result from or in connection with such Seller directions. Buyer will
perform the Services in the manner required by this Agreement.
1.03 Use of Services. Seller shall not resell any of the Services to any Person
whatsoever.
1.04 Relationship of Parties.
(a) Buyer shall act under this Agreement solely as an independent contractor and not
as an agent, partner, employee or joint venturer of Seller. Employees and agents of a Buyer or
Buyer Party rendering Services to Seller pursuant to this Agreement (collectively, the
“Transition Employees”) shall not be deemed employees or agents of Seller.
(b) As between the Parties, Buyer shall retain the exclusive right of control with
respect to the Transition Employees, and Buyer shall be solely responsible for human resources
C1-3
Exhibit C-1
Form of Initial Closing Transfer Documents

administration (“HR Administration”) in connection with each such Transition Employee so long
as such Transition Employee is an employee of a Buyer Party.
(c) Seller shall be solely responsible for HR Administration in connection with all of
Seller’s employees. No Buyer or Buyer Party or Transition Employee shall be responsible for
any HR Administration in connection with any of Seller’s employees, agents or subcontractors.
1.05 Mutual Cooperation. The Parties shall reasonably cooperate with each other in
connection with the performance and receipt of the Services under this Agreement and any
required transition at the end of the term of this Agreement, including by developing reasonable
procedures with respect to information sharing, transfer of data and similar matters. Seller shall
make available on a timely basis to Buyer all information and materials reasonably requested by
Buyer to enable it to provide the Services. Seller shall give Buyer reasonable access, during
regular business hours and at such other times as are reasonably required, to the premises on
which Seller conducts business to the extent necessary for the purposes of providing Services.
1.06 Resources.
(a) Reserved.
(b) The equipment, software, documentation, tools, electronic communications,
computer systems, materials, information and other items provided by Buyer or its affiliates used
in the Information Systems Services (whether used by Seller, Buyer or their respective affiliates
or agents) are collectively the “Buyer-Provided Resources”. Buyer shall have no obligation to
provide Buyer-Provided Resources where obligations regarding third party content in Buyer-
Provided Resources or otherwise prevent or limit access or use by Seller or others. Sellerprovided
resources and Buyer-Provided Resources shall together constitute the “Resources”.
(c) Seller acknowledges that it will acquire no right, title or interest (including any
license rights or rights of use) in any firmware, software or hardware of Buyer, or the licenses or
leases in any firmware, software or hardware which are held by Buyer, by reason of Buyer’s
provision of or in connection with the Services.
1.07 Buyer Systems.
(a) Reserved.
(b) To the extent that the performance or receipt of Services hereunder requires Seller
to have access to any Buyer Party’s intranet or other computer software, networks, hardware,
technology or computer-based resources (including third party services, e-mail and access to
computer networks, database and equipment) owned, licensed, leased or used by such Buyer
Party (“Required Technology”), Seller shall: (i) limit such access to those Seller personnel who
are authorized to use the Services; (ii) upon Buyer’s request, provide to Buyer a written list of
the names of all of the Seller personnel who have been granted such access; and (iii) adhere to
Buyer’s (or its Affiliates’ or any applicable subcontractors’) security rules and procedures for use
of the Required Technology and other computer or electronic data storage systems. All user
identification numbers and passwords disclosed to Seller to permit Seller personnel to access the
Required Technology shall be deemed to be, and shall be treated as, Buyer’s Confidential
C1-4
Exhibit C-1
Form of Initial Closing Transfer Documents

Information. Seller shall cooperate with Buyer in the investigation of any apparent unauthorized
access by Seller personnel to the Required Technology. If any Seller personnel’s access to the
Required Technology and other computer or electronic data storage systems could technically
enable such personnel to obtain access to systems or data that they are not authorized to access,
Buyer may require such personnel to execute agreements or otherwise confirm their agreement
to comply with the limits of their authorization as a condition of their right to obtain such access.
(c) While Services are being provided hereunder, each Party shall take commercially
reasonable measures to ensure that, in connection with the provision of any Services, no virus or
similar items are coded or introduced into either Seller’s or any Buyer Party’s computer
networks or databases. If, in connection with the provision of any Services, a virus is found to
have been introduced into such computer networks or databases, the Parties shall cooperate and
diligently work together with Buyer to eliminate the effects of such virus. Each Party shall
exercise commercially reasonable care to prevent unauthorized users from accessing the Services
or the computer and technology systems or networks of any of the Parties.
ARTICLE II
FEES; PAYMENT
2.01 Fees. Seller shall pay Buyer for provision of the Services the fees set forth on
Schedules A and B under the sections entitled “Fees” (collectively, the “Fees”). In addition,
Seller shall reimburse Buyer for any travel, lodging and other out-of-pocket expenses that are
incurred by Transition Employees or otherwise in connection with Buyer’s provision of the
Services or that are otherwise necessary in connection with Buyer’s provision of the Services,
provided that any such expenses in excess of $[●] are approved in writing by Seller before they
are incurred by Buyer and/or Transition Employees; provided, however, that if such expenses are
not approved in writing by Seller, Buyer shall have no obligation to perform the Services
associated with such expenses.
2.02 Payment. Buyer shall provide to Seller each month a valid itemized tax invoice
(an “Invoice”) for the Services performed and out-of-pocket expenses incurred during the
preceding month. Such Invoice shall set forth a description of such Services rendered and the
Fees for such Services, as well as a description of any out-of-pocket expenses and any reasonable
supporting documentation as may be requested by Seller. All amounts due under the Invoice
shall be paid in full by Seller within thirty (30) days of date of the Invoice. Any payments due
under this Article II that are not timely paid by Seller shall be subject to a late charge equal to the
lesser of (i) 1.5% per month and (ii) the maximum amount allowed by applicable law. In
addition, Seller shall reimburse Buyer for all collection costs (including all attorneys’, expert
witnesses’ and other professionals’ fees and expenses) incurred by Buyer to enforce Seller’s
obligations under this Agreement.
C1-5
Exhibit C-1
Form of Initial Closing Transfer Documents

2.03 Taxes. [To come.] 5
2.04 No Set-off. Seller’s obligation to pay the Fees or make any other required
payments under this Agreement shall not be subject to any right of offset, set-off, deduction or
counterclaim, however arising, including pursuant to any claims under the Purchase Agreement.
ARTICLE III
TERM AND TERMINATION
3.01 Term of Services. The provision of each Service shall commence on the Effective
Date and shall terminate on the earliest to occur of (i) the date set forth on Schedule A or B under
the heading “Termination Date” for a specific Service, (ii) thirty (30) days after the date of
notification of termination of any Service by Seller, or (iii) ______ , 201_.
3.02 Termination. This Agreement shall terminate on the earliest to occur of
(i) ______ , 201_, (ii) the making by one Party of any general assignment or arrangement for the
benefit of creditors, the filing of a voluntary or involuntary petition in bankruptcy by or against
such Party under any bankruptcy or insolvency law or similar proceeding (unless, in the case of
an involuntary filing against such Party, the petition is dismissed within thirty (30) days), the
appointment of a trustee or receiver or the commencement of a similar proceeding to take
possession of, or the attachment or other judicial seizure of, substantially all of such Party’s
assets, or the taking by such Party of any action in furtherance of the foregoing, (iii) the date on
which all Services have been terminated pursuant to Section 3.01, or (iv) the date on which this
Agreement is terminated pursuant to Section 3.03.
3.03 Breach of Agreement. If either Party shall breach any of its obligations under this
Agreement, including any failure to make payments when due, and such Party does not cure such
breach within thirty (30) days after receiving written notice thereof from the non-breaching
Party, the non-breaching Party may terminate this Agreement, including (in the case of Buyer)
the provision of Services, immediately by providing the breaching Party written notice of
termination.
3.04 Effect of Termination. Upon the expiration or termination of this Agreement,
(i) except as set forth in this Section 3.04, the rights and obligations of each Party under this
Agreement shall terminate, (ii) the rights and obligations of the Parties under Sections 1.05, 3.04,
3.05, and 7.03 and Articles II, IV, V, VI, and VII shall survive the expiration or termination of
this Agreement and shall remain in full force and effect notwithstanding such expiration or
termination, (iii) if either Party shall have breached any provision of this Agreement, whether
such breach occurred before or after the expiration or, with respect to surviving provisions, after
the termination, of this Agreement, such Party shall remain fully liable in accordance with the
terms of this Agreement after such expiration or termination for all losses, liabilities and other
expenses suffered or incurred by the other Party as a result of such breach, and (iv) each Party
shall be entitled to all outstanding amounts due from the other Party up to the effective date of
expiration or termination.
5 Goods and Services Tax, VAT or withholding provisions to be added by local counsel, as applicable.
C1-6
Exhibit C-1
Form of Initial Closing Transfer Documents

3.05 Return of Books and Records. Subject in all cases to the Parties’ respective rights
and responsibilities regarding books, records and files set forth in the Purchase Agreement, upon
the expiration or termination of a Service with respect to which either Party holds books, records
or files, including current and archived copies of computer files, owned by the other Party, the
Party holding such books, records or files shall return them as soon as reasonably practicable to
the other Party upon the written request of the other Party, except that (a) one (1) copy of all such
books, records or files may be retained by the returning Party’s legal department for the purpose
of enforcing such Party’s rights under this Agreement and (b) any instances of such books,
records or files in backups or archived form that are commercially impractical to return may be
retained so long as the returning Party does not access or make use of such books, records or
files after receipt of the written request for return from the other Party other than for restoration
of information and data of the returning Party commingled with such books, records or files or as
may be required by applicable Legal Requirements; provided, however, that Seller shall not be
required to return or destroy books, records or files of Buyer that are commingled with materials
owned or licensed by any Person that is a Seller Party or data or other materials that relate to
periods prior to the Effective Date. The returning Party shall bear all costs and expenses
associated with the return of such documents.
ARTICLE IV
LIABILITIES
4.01 Disclaimer of Warranty. Seller acknowledges that Buyer is not in the business of
providing the services contemplated by this Agreement and that Buyer is providing such services
solely as an accommodation to Seller’s transition following the consummation of the transaction
set forth in the Purchase Agreement. Except as expressly set out in this Agreement, the Services
performed or provided pursuant to this Agreement, and any Resources provided, used or made
available in connection herewith, are furnished AS IS, WHERE IS, WITH ALL FAULTS AND,
TO THE EXTENT PERMITTED BY LAW, WITHOUT ANY REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT
OR USE OR ORIGINALITY OR RESULTS TO BE DERIVED FROM THE USE OR
PERFORMANCE OF THE SERVICES (INCLUDING THE RESOURCES). BUYER DOES
NOT MAKE ANY WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LEGAL
REQUIREMENT, DOMESTIC OR FOREIGN. Without limiting the foregoing, Buyer and its
affiliates and licensors EXPRESSLY DISCLAIM AND EXCLUDE any warranty of ownership,
non-infringement, reliability, suitability, functionality, ability to produce a particular result, and
validity regarding any results of the Services (including the Resources) or any improvements as
contemplated by Article VI. Seller assumes all risks in connection with its use of the Resources
and the results of the Services, including any improvements as contemplated by Article VI.
Buyer shall have no obligation to provide Resources where third party content in such Resources
prevents or limits use by Seller.
4.02 Consequential and Other Damages. To the extent permitted by law, no Buyer
Party shall be liable, whether in contract, in tort (including negligence or strict liability) or
otherwise, for any special, indirect, incidental, consequential, special, punitive or similar
damage, losses or expenses whatsoever, that in any way arise out of relate to, or are a
C1-7
Exhibit C-1
Form of Initial Closing Transfer Documents

consequence of, this Agreement, Buyer’s performance or nonperformance under this Agreement,
or the provision of or failure to provide any Service under this Agreement, including loss of
profits, savings, competitive advantage, goodwill, business interruptions or claims of customers,
even if Buyer or any Buyer Party has been advised of the likelihood or possible existence of the
foregoing and regardless of whether any of the foregoing may have been foreseeable. No Buyer
Party shall be responsible for any damages Seller may suffer arising from or as a result of
Seller’s use of the internet, including loss of data and any service interruptions.
4.03 Limitation of Liability. The total aggregate liability of Buyer with respect to this
Agreement or anything done in connection herewith, including the performance or breach of this
Agreement, or from the sale, delivery, provision or use of any Service provided under or covered
by this Agreement, whether in contract, tort (including negligence or strict liability) or otherwise,
shall be limited, to the extent permitted by law, to Seller’s direct proven actual damages and shall
not exceed the Fees previously paid to Buyer by Seller under this Agreement in respect of the
Service from which such liability flows; provided, however, that in no event shall Buyer have
any liability to Seller related to the non-performance of any third party provider.
4.04 Duty to Mitigate. Each Party shall use its commercially reasonable efforts to
mitigate damages or losses for which it seeks recourse hereunder, including by promptly
pursuing recovery under available insurance policies; provided, however, that the failure of such
Party to successfully mitigate such damages or losses shall not affect such Party’s right to seek
recourse with respect to such damages or losses so long as such Party shall have used its
commercially reasonable efforts to mitigate.
4.05 Force Majeure. Buyer shall not be liable for any interruption of Service or delay
or failure to perform under this Agreement if such interruption, delay or failure results from
causes beyond its reasonable control, including any strike, lockout, work stoppage, labor dispute,
material shortage, earthquake, act of terrorism, severe weather, accident, government action, riot,
insurrection or other hostilities, trade sanction, embargo, fuel or energy shortage, fire, flood, acts
of God, condition caused by national emergency, wrecks or transportation delays or inability to
obtain necessary labor, materials, utilities or third party software rights. Buyer will notify Seller,
either orally or in writing, as soon as practicable upon learning of the occurrence of such event of
force majeure. Upon the cessation of the force majeure event, Buyer will use commercially
reasonable efforts to resume its performance as soon as practicable. In no event shall the
occurrence of a force majeure event result in the extension of the term of this Agreement or any
Service hereunder.
4.06 No Individual Liability. Notwithstanding any other provision of this Agreement,
the individual officers, directors, managers, principals, employees and agents of each Party shall
not have any liability to the other Party, or to any affiliate of the other Party, under this
Agreement or in connection with the Services to be provided under this Agreement.
ARTICLE V
CONFIDENTIALITY
5.01 Confidential Information. Each Party acknowledges that, during the term of this
Agreement, it may receive or have access to Confidential Information of the other Party.
C1-8
Exhibit C-1
Form of Initial Closing Transfer Documents

“Confidential Information” shall include designs, concepts, building blocks, methodologies,
drawings, ideas, techniques, inventions, specifications, discoveries, models, data, source code,
object code, software, documentation, diagrams, flow charts, research, development, processes,
procedures, know-how, new product or new technology information, marketing techniques and
materials, marketing plans, timetables, strategies and development plans, customer names and
other information related to customers, pricing policies, financial information, any information
regarding clients of the other Party and the terms of this Agreement. “Confidential Information”
also shall include all information received from third parties that either Party is obligated to treat
as confidential.
5.02 Exceptions. “Confidential Information” does not include information that (i) was
or becomes available to the public other than as a result of a disclosure by the receiving Party or
its directors, officers, employees, agents, accountants, counsel or financial advisors (collectively
“Representatives”), (ii) was or becomes available to the receiving Party from a source other than
the disclosing Party or its Representatives, provided that such source is not known by the
receiving Party to be subject to a confidentiality agreement with or obligation to the disclosing
Party, (iii) was within the receiving Party’s possession prior to its being furnished to the
receiving Party by or on behalf of the disclosing Party, provided that the source of such
information was not known by the receiving Party to be subject to a confidentiality agreement
with or obligation to the disclosing Party in respect thereof, or (iv) is independently developed by
the receiving Party without reference to the disclosing Party’s Confidential Information.
5.03 Confidentiality Obligations. Each Party agrees that it will protect the Confidential
Information of the other Party through the exercise of no less protection and care than it
customarily uses in safeguarding its own confidential and proprietary information of like
character that it desires to retain in confidence, but always with the exercise of at least a
reasonable degree of care. Neither Party shall disclose to any third party (other than its
Representatives on a need-to-know basis) any Confidential Information of the other Party, and
each Party shall utilize such Confidential Information on a need-to-know basis only to the extent
necessary to effect the provisions and purposes of, and as expressly contemplated under the
terms of, this Agreement. Each Party shall take reasonable steps to advise its Representatives
of the confidential nature of Confidential Information and their obligations not to copy, reveal or
use Confidential Information except to the extent required to carry out the Parties’ obligations
under this Agreement and to require that Confidential Information be kept in a reasonably secure
location. Each Party will promptly notify the other if it believes that Confidential Information
has lost its status as such.
5.04 Permitted Disclosure. Notwithstanding anything in this Agreement to the
contrary, the receiving Party may disclose Confidential Information if required by Legal
Requirement or court, arbitral or governmental order or process, or any stock exchange listing or
trading agreements, provided that, unless impermissible under applicable Legal Requirement, the
receiving Party gives the disclosing Party prompt written notice of such requirement to permit
the disclosing Party to seek a protective order or other appropriate relief.
5.05 Return or Destruction of Confidential Information. Upon the written request of a
disclosing Party after the purpose for which Confidential Information has been furnished has
been accomplished or upon the expiration or termination of this Agreement, the receiving Party
C1-9
Exhibit C-1
Form of Initial Closing Transfer Documents

agrees to return to the disclosing Party or to destroy any and all Confidential Information
received from the disclosing Party in accordance with, and subject to, the provisions of Section
3.05. Upon destruction of Confidential Information or any copies thereof required to be
destroyed hereunder, the receiving Party shall certify in writing to the disclosing Party that such
destruction has occurred.
5.06 Remedies. Each Party acknowledges and agrees that, due to the unique nature of
Confidential Information, there can be no adequate remedy at law for breach of the
confidentiality provisions of this Agreement and that such breach will cause irreparable harm to
the non-breaching Party. The non-breaching Party shall thus be entitled to immediate injunctive
relief, in addition to whatever other remedies it might have at law or in equity, in the event of an
actual or threatened breach of such confidentiality provisions.
ARTICLE VI
INTELLECTUAL PROPERTY
6.01 Improvements to Intellectual Property of Buyer. Improvements to the Intellectual
Property of Buyer created by employees or agents of Buyer as a result of the Services shall be
owned by Buyer.
6.02 Improvements to Intellectual Property of Seller. Improvements to the Intellectual
Property of Seller created by employees or agents of Seller, employees or agents of Buyer, or
jointly by employees or agents of Seller and employees or agents of Buyer, as a result of the
Services, shall be owned by Seller.
6.03 Assignment. Each Party hereby assigns to the other Party its full right, title and
interest in relevant improvements that are necessary to give ownership to the other Party as
contemplated in Sections 6.01 and 6.02 above. Each Party further agrees to execute such
documents as the other Party may reasonably request from time to time to evidence and record
the ownership interest in such other Party (without charge, but at the other Party’s expense).
6.04 No Obligation to File. Neither Buyer nor Seller shall have any obligation to file
any patent application, prosecute any patent application or maintain any patent in force, nor
register any copyright.
ARTICLE VII
MISCELLANEOUS
7.01 No Third-Party Beneficiaries. Nothing in this Agreement is intended or shall be
construed to entitle any Person, other than the Parties and their respective successors and
permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind.
7.02 Entire Agreement. This Agreement (including the Schedules) constitutes the
entire agreement between the Parties as to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, by or on behalf of the Parties.
C1-10
Exhibit C-1
Form of Initial Closing Transfer Documents

7.03 Succession and Assignment. Except as otherwise expressly provided in this
Agreement, no Party may assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of the other Party. Any attempted assignment or
delegation without the required consent shall be null and void ab initio. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties, their
legal representatives and their successors and assigns.
7.04 Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or electronic mail will be effective as delivery of a
manually executed counterpart of this Agreement.
7.05 Headings. The headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement.
7.06 Notices. Any notice, request, instruction or other document to be given hereunder
by a Party shall be in writing and shall be deemed to have been given (i) when received if given
in person or by courier or a courier service, (ii) on the date of transmission if sent by telex,
facsimile, electronic mail or other wire transmission (receipt confirmed) or (iii) five (5)
Business Days after being deposited in the mail, certified or registered, postage prepaid:
(a) If to Seller:
Caterpillar Global Mining LLC
6744 S. Howell Avenue
PO Box 267
Oak Creek, Wisconsin 53154
U.S.A.
Attn: Julie Lagacy
Facsimile: +1 (414) 301-8423
E-mail: Lagacy_Julie_A@cat.com
with copies (which shall not constitute notice) to:
Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629
U.S.A.
Attn: Deputy General Counsel, Commercial
Section
Facsimile: +1 (309) 675-1795
E-mail: Sposato_Michael_G@cat.com
C1-11
Exhibit C-1
Form of Initial Closing Transfer Documents

and
Mayer Brown LLP
71 S. Wacker Dr.
Chicago, IL 60606
Attn: John Sagan
Andrew Noreuil
Facsimile: +1 (312) 701-7711
(b) If to Buyer:
Finning International Inc.
10th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: David Smith
Facsimile: +1 (604) 691-6254
E-mail: david.s.smith@finning.com
with copies (which shall not constitute notice) to:
Finning International Inc.
10 th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: Gail Sexsmith
Facsimile: +1 (604) 691-6440
E-mail: Gail.Sexsmith@finning.com
or such other address as any Party may from time to time specify by written notice to the other
Party. Any Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.
7.07 Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the laws of the State of New York without giving effect to any
conflicts of law principles of such state that might refer the governance, construction or
interpretation of such agreements to the laws of another jurisdiction. Each Party to this
Agreement irrevocably waives the right to a trial by jury in connection with any matter arising
out of this Agreement.
7.08 Amendments and Waivers. This Agreement may be altered, amended or
modified in whole or in part at any time only by a writing signed by all the Parties. No waiver of
any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
C1-12
Exhibit C-1
Form of Initial Closing Transfer Documents

7.09 Severability. In the event that any provision hereof is held to be illegal, invalid or
unenforceable in any respect, such provision shall (to the extent permitted by Legal
Requirement) be construed by modifying or limiting it so as to be legal, valid and enforceable to
the maximum extent compatible with, and possible under, applicable legal requirements. The
provisions hereof are severable, and in the event any provision hereof should be held illegal,
invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise
affect any other provision hereof.
7.10 Construction.
(a) Each of the Parties and their respective counsel have reviewed and negotiated this
Agreement. Any rule of construction against the Party preparing this Agreement is hereby
waived.
(b) Section and subsection headings are not to be considered part of this Agreement,
are included solely for convenience, are not intended to be full or accurate descriptions of the
content of the Sections or subsections of this Agreement and shall not affect the construction
hereof.
(c) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer
to this Agreement as a whole and not to any particular Section or provision of this Agreement,
and reference to a particular Section of this Agreement shall include all subsections thereof.
(d) Definitions shall be equally applicable to both the singular and plural forms of the
terms defined, and references to the masculine, feminine or neuter gender shall include each
other gender.
(e) The word “including” and “include” shall be deemed to be followed by the phrase
“without limitation.”
(f) Any reference to “$” or “dollars” shall mean United States dollars, and all
payments required by any Party hereunder shall be made in United States dollars.
(g) Any reference to any Legal Requirement shall mean such Legal Requirement as
amended and in effect as of any time of determination.
7.11 Schedules. Schedules A and B to this Agreement are hereby incorporated into
and made a part of this Agreement as if set forth in full in this Agreement. Capitalized terms
used in Schedules A and B that are not otherwise defined therein shall have the respective
meanings assigned to such terms in this Agreement.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
C1-13
Exhibit C-1
Form of Initial Closing Transfer Documents

Date.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
[Signature Page to Transition Services Agreement – Buyer]
[CATERPILLAR GLOBAL MINING LLC]
By:_______________________________________
Name: ____________________________________
Title: _____________________________________
[FINNING INTERNATIONAL INC.]
By:______________________________________
Name: ___________________________________
Title: ____________________________________
C1-14
Exhibit C-1
Form of Initial Closing Transfer Documents

Schedule A
General Services
C1-15
Exhibit C-1
Form of Initial Closing Transfer Documents

Schedule B
Information Systems Services
C1-16
Exhibit C-1
Form of Initial Closing Transfer Documents

EXHIBIT C-2
Form of Initial Closing TSA – Seller
(See attached)
C2-1
Exhibit C-2
Form of Initial Closing TSA - Seller

EXHIBIT C-2
Form of Transition Services Agreement – Seller
This Transition Services Agreement (this “Agreement”) is entered into as of ________,
2012 (the “Effective Date”), by and between [Caterpillar Global Mining LLC (f/k/a Bucyrus
International, Inc.), a limited liability company organized under the laws of the State of
Delaware] (“Seller”), and [Finning International Inc., a corporation organized under the
federal laws of Canada] (“Buyer”). Seller and Buyer are sometimes hereinafter referred to
individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Purchase Agreement (as
defined below).
W I T N E S S E T H :
WHEREAS, Seller and Buyer have entered into that certain Master Asset Purchase
Agreement dated as of __________, 2012 (the “Purchase Agreement”), pursuant to which the
Buyer Parties will purchase from Seller and the Seller Parties certain assets relating to the Local
Distribution Businesses, as described in the Purchase Agreement; and
WHEREAS, in connection therewith, Seller will provide, or cause to be provided, to
Buyer certain Services (as defined below) in accordance with the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, the Parties, intending to become legally bound, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as
follows.
ARTICLE VIII
PROVISION OF SERVICES
8.01 Services. Seller shall provide, or cause to be provided, to Buyer: (i) the general
services described on Schedule A attached hereto (the “General Services”); and (ii) the
information systems services (if any) described on Schedule B attached hereto (the “Information
Systems Services”). As used in this Agreement, “Service” shall mean any General Service or
Information Systems Service and “Services” shall mean the General Services and the
Information Systems Services collectively.
8.02 Provision of Services.
(a) Seller shall not be obligated to provide any services other than those Services
specifically set forth in Schedules A and B. The Services shall be provided in accordance with
and subject to the terms, limitations and conditions set forth in this Agreement. Except as
specifically set forth in Schedule A or B, or unless otherwise mutually agreed upon by the Parties
in writing, to the extent practicable, the Services shall be performed by Seller for Buyer in a
manner that is substantially similar to the manner in which such Services were generally
performed by, or on behalf of, Seller or Seller Parties for the Local Distribution Businesses
C2-2
Exhibit C-2
Form of Initial Closing TSA - Seller

immediately prior to the Effective Date, including, in the case of Information Systems Services,
the outsourcing of any Services that Seller or Seller Parties previously outsourced. Buyer shall
use such Services for substantially the same purposes and in substantially the same manner as the
Local Distribution Businesses had used such Services immediately prior to the Effective Date.
(b) Notwithstanding anything to the contrary contained herein, including Sections
1.01, 1.02 and 1.03, Seller shall not be obligated to provide any Service if the provision of such
Service would violate any Legal Requirement or any agreement or license to which a Seller or
Seller Party is subject.
(c) Seller may, from time to time, reasonably supplement, modify, substitute or
otherwise alter the Services to be provided hereunder, in a manner that does not materially
decrease the quality or availability of such Services below the standard set forth in Section
1.02(a). Seller shall use good faith endeavors to notify Buyer of the nature of the supplement,
modification, substitution or alteration to the Services, pursuant to Seller’s normal change
notification procedures in the ordinary course of business.
(d) Seller shall have the right to use subcontractors to provide, or assist Seller and its
affiliates in the provision of, the Services.
(e) The provision of Information Systems Services hereunder shall be subject in all
cases to the availability of third party providers of such Information Systems Services and the
willingness of such third party providers to permit such Information Systems Services to be
made available to Buyer.
(f) Buyer may obtain services from any other entity, in order to enable such services
to operate in parallel to the Services provided by Seller, provided that Buyer complies with its
confidentiality and other obligations under this Agreement and Buyer will be fully responsible
for any disruption or other adverse impact that may result from or in connection with such other
services or operation in parallel.
(g) In providing the Services, Seller will use reasonable endeavors to act in
accordance with the reasonable directions of Buyer, provided that such directions are not
inconsistent with the terms of this Agreement or any Legal Requirement and provided further
that Buyer will be fully responsible for any disruption or other adverse impact or other
consequences that may result from or in connection with such Buyer directions. Seller will
perform the Services in the manner required by this Agreement.
8.03 Use of Services. Seller shall be required to provide, or cause to be provided, to
Buyer the Services only in connection with Buyer’s conduct of the Local Distribution Businesses
substantially as the Local Distribution Businesses were conducted by Seller and the Seller Parties
immediately prior to the Effective Date. Seller shall not be required to provide, or cause to be
provided, any Services with respect to any business conducted by Buyer other than with respect
to its continuation of the Local Distribution Businesses. Buyer shall not resell any of the
Services to any Person whatsoever. Buyer shall not use the Services in any way other than in
connection with the conduct of the Local Distribution Businesses in the ordinary course
consistent with Seller’s past practice.
C2-3
Exhibit C-2
Form of Initial Closing TSA - Seller

8.04 Relationship of Parties.
(a) Seller shall act under this Agreement solely as an independent contractor and not
as an agent, partner, employee or joint venturer of Buyer. Employees and agents of a Seller or
Seller Party rendering Services to Buyer pursuant to this Agreement (collectively, the
“Transition Employees”) shall not be deemed employees or agents of Buyer.
(b) As between the Parties, Seller shall retain the exclusive right of control with
respect to the Transition Employees, and Seller shall be solely responsible for human resources
administration (“HR Administration”) in connection with each such Transition Employee so long
as such Transition Employee is an employee of a Seller Party.
(c) Buyer shall be solely responsible for HR Administration in connection with all of
Buyer’s employees. No Seller or Seller Party or Transition Employee shall be responsible for
any HR Administration in connection with any of Buyer’s employees, agents or subcontractors.
8.05 Mutual Cooperation. The Parties shall reasonably cooperate with each other in
connection with the performance and receipt of the Services under this Agreement and any
required transition at the end of the term of this Agreement, including by developing reasonable
procedures with respect to information sharing, transfer of data and similar matters. Buyer shall
make available on a timely basis to Seller all information and materials reasonably requested by
Seller to enable it to provide the Services. Buyer shall give Seller reasonable access, during
regular business hours and at such other times as are reasonably required, to the premises on
which Buyer conducts business to the extent necessary for the purposes of providing Services.
8.06 Resources.
(a) Buyer shall be responsible for providing all resources reasonably necessary or
appropriate for Seller to provide the General Services, including: (i) all computer equipment and
software; (ii) all telephones, facsimile and copy machines; (iii) training (including safety
training) in connection with Buyer’s processes and production; and (iv) all office space,
furniture, supplies and equipment (collectively, the “Buyer-Provided Resources”). Seller
(including by or through any Seller Party or Transition Employee) shall be under no obligation to
use any equipment, software, documentation, tools, electronic communications, computer
systems, materials, information or other items of Seller in performing the General Services, nor
shall there be any obligation to disclose any equipment, software, documentation, tools,
electronic communications, computer systems, materials, information or other items so used to
Buyer.
(b) The equipment, software, documentation, tools, electronic communications,
computer systems, materials, information and other items provided by Seller or its affiliates used
in the Information Systems Services (whether used by Buyer, Seller or their respective affiliates
or agents) are collectively the “Seller-Provided Resources”. Seller shall have no obligation to
provide Seller-Provided Resources where obligations regarding third party content in Seller-
Provided Resources or otherwise prevent or limit access or use by Buyer or others. Buyer-
Provided Resources and Seller-Provided Resources shall together constitute the “Resources”.
C2-4
Exhibit C-2
Form of Initial Closing TSA - Seller

(c) Buyer acknowledges that it will acquire no right, title or interest (including any
license rights or rights of use) in any firmware, software or hardware of Seller, or the licenses or
leases in any firmware, software or hardware which are held by Seller, by reason of Seller’s
provision of or in connection with the Services.
8.07 Seller Systems.
(a) As of the Closing, except as otherwise expressly provided in this Agreement, (i)
Buyer shall cause the Local Distribution Businesses to cease to use and shall have no further
access to, and Seller shall have no obligation to otherwise provide or make available, any
business or other services, including any Seller Party intranet or any other owned, licensed,
leased or used computer software, networks, hardware or technology of a Seller Party, provided
or made available to the Local Distribution Businesses by any Seller Party prior to the Closing
and (ii) Buyer and the Local Distribution Businesses shall have no access to, and Seller shall
have no obligation to otherwise provide, any Seller Party’s computer-based resources (including
third party services, e-mail and access to its computer networks, databases and equipment),
whether or not such resources require a password or are available on a secured access basis or on
a non-secured access basis.
(b) To the extent that the performance or receipt of Services hereunder requires Buyer
to have access to any Seller Party’s intranet or other computer software, networks, hardware,
technology or computer-based resources (including third party services, e-mail and access to
computer networks, database and equipment) owned, licensed, leased or used by such Seller
Party (“Required Technology”), Buyer shall: (i) limit such access to those Buyer personnel who
are authorized to use the Services; (ii) upon Seller’s request, provide to Seller a written list of the
names of all of the Buyer personnel who have been granted such access; and (iii) adhere to
Seller’s (or its Affiliates’ or any applicable subcontractors’) security rules and procedures for use
of the Required Technology and other computer or electronic data storage systems. All user
identification numbers and passwords disclosed to Buyer to permit Buyer personnel to access the
Required Technology shall be deemed to be, and shall be treated as, Seller’s Confidential
Information. Buyer shall cooperate with Seller in the investigation of any apparent unauthorized
access by Buyer personnel to the Required Technology. If any Buyer personnel’s access to the
Required Technology and other computer or electronic data storage systems could technically
enable such personnel to obtain access to systems or data that they are not authorized to access,
Seller may require such personnel to execute agreements or otherwise confirm their agreement to
comply with the limits of their authorization as a condition of their right to obtain such access.
(c) While Services are being provided hereunder, each Party shall take commercially
reasonable measures to ensure that, in connection with the provision of any Services, no virus or
similar items are coded or introduced into either Buyer’s or any Seller Party’s computer
networks or databases. If, in connection with the provision of any Services, a virus is found to
have been introduced into such computer networks or databases, the Parties shall cooperate and
diligently work together with Seller to eliminate the effects of such virus. Each Party shall
exercise commercially reasonable care to prevent unauthorized users from accessing the Services
or the computer and technology systems or networks of any of the Parties.
C2-5
Exhibit C-2
Form of Initial Closing TSA - Seller

ARTICLE IX
FEES; PAYMENT
9.01 Fees. Buyer shall pay Seller for provision of the Services the fees set forth on
Schedules A and B under the sections entitled “Fees” (collectively, the “Fees”). In addition,
Buyer shall reimburse Seller for any travel, lodging and other out-of-pocket expenses that are
incurred by Transition Employees or otherwise in connection with Seller’s provision of the
Services or that are otherwise necessary in connection with Seller’s provision of the Services,
provided that any such expenses in excess of $[●] are approved in writing by Buyer before they
are incurred by Seller and/or Transition Employees; provided, however, that if such expenses are
not approved in writing by Buyer, Seller shall have no obligation to perform the Services
associated with such expenses.
9.02 Payment. Seller shall provide to Buyer each month a valid itemized tax invoice
(an “Invoice”) for the Services performed and out-of-pocket expenses incurred during the
preceding month. Such Invoice shall set forth a description of such Services rendered and the
Fees for such Services, as well as a description of any out-of-pocket expenses and any reasonable
supporting documentation as may be requested by Buyer. All amounts due under the Invoice
shall be paid in full by Buyer within thirty (30) days of date of the Invoice. Any payments due
under this Article II that are not timely paid by Buyer shall be subject to a late charge equal to
the lesser of (i) 1.5% per month and (ii) the maximum amount allowed by applicable law. In
addition, Buyer shall reimburse Seller for all collection costs (including all attorneys’, expert
witnesses’ and other professionals’ fees and expenses) incurred by Seller to enforce Buyer’s
obligations under this Agreement.
9.03 Taxes. [To come.] 6
9.04 No Set-off. Buyer’s obligation to pay the Fees or make any other required
payments under this Agreement shall not be subject to any right of offset, set-off, deduction or
counterclaim, however arising, including pursuant to any claims under the Purchase Agreement.
ARTICLE X
TERM AND TERMINATION
10.01 Term of Services. The provision of each Service shall commence on the Effective
Date and shall terminate on the earliest to occur of (i) the date set forth on Schedule A or B under
the heading “Termination Date” for a specific Service, (ii) thirty (30) days after the date of
notification of termination of any Service by Buyer, or (iii) ______ , 201_.
10.02 Termination. This Agreement shall terminate on the earliest to occur of
(i) ______ , 201_, (ii) the making by one Party of any general assignment or arrangement for the
benefit of creditors, the filing of a voluntary or involuntary petition in bankruptcy by or against
such Party under any bankruptcy or insolvency law or similar proceeding (unless, in the case of
an involuntary filing against such Party, the petition is dismissed within thirty (30) days), the
6 Goods and Services Tax, VAT or withholding provisions to be added by local counsel, as applicable.
C2-6
Exhibit C-2
Form of Initial Closing TSA - Seller

appointment of a trustee or receiver or the commencement of a similar proceeding to take
possession of, or the attachment or other judicial seizure of, substantially all of such Party’s
assets, or the taking by such Party of any action in furtherance of the foregoing, (iii) the date on
which all Services have been terminated pursuant to Section 3.01, or (iv) the date on which this
Agreement is terminated pursuant to Section 3.03.
10.03 Breach of Agreement. If either Party shall breach any of its obligations under this
Agreement, including any failure to make payments when due, and such Party does not cure such
breach within thirty (30) days after receiving written notice thereof from the non-breaching
Party, the non-breaching Party may terminate this Agreement, including (in the case of Seller)
the provision of Services, immediately by providing the breaching Party written notice of
termination.
10.04 Effect of Termination. Upon the expiration or termination of this Agreement,
(i) except as set forth in this Section 3.04, the rights and obligations of each Party under this
Agreement shall terminate, (ii) the rights and obligations of the Parties under Sections 1.05, 3.04,
3.05, and 7.03 and Articles II, IV, V, VI, and VII shall survive the expiration or termination of
this Agreement and shall remain in full force and effect notwithstanding such expiration or
termination, (iii) if either Party shall have breached any provision of this Agreement, whether
such breach occurred before or after the expiration or, with respect to surviving provisions, after
the termination, of this Agreement, such Party shall remain fully liable in accordance with the
terms of this Agreement after such expiration or termination for all losses, liabilities and other
expenses suffered or incurred by the other Party as a result of such breach, and (iv) each Party
shall be entitled to all outstanding amounts due from the other Party up to the effective date of
expiration or termination.
10.05 Return of Books and Records. Subject in all cases to the Parties’ respective rights
and responsibilities regarding books, records and files set forth in the Purchase Agreement, upon
the expiration or termination of a Service with respect to which either Party holds books, records
or files, including current and archived copies of computer files, owned by the other Party, the
Party holding such books, records or files shall return them as soon as reasonably practicable to
the other Party upon the written request of the other Party, except that (a) one (1) copy of all such
books, records or files may be retained by the returning Party’s legal department for the purpose
of enforcing such Party’s rights under this Agreement and (b) any instances of such books,
records or files in backups or archived form that are commercially impractical to return may be
retained so long as the returning Party does not access or make use of such books, records or
files after receipt of the written request for return from the other Party other than for restoration
of information and data of the returning Party commingled with such books, records or files or as
may be required by applicable Legal Requirements; provided, however, that Seller shall not be
required to return or destroy books, records or files of Buyer that are commingled with materials
owned or licensed by any Person that is a Seller Party or data or other materials that relate to
periods prior to the Effective Date. The returning Party shall bear all costs and expenses
associated with the return of such documents.
C2-7
Exhibit C-2
Form of Initial Closing TSA - Seller

ARTICLE XI
LIABILITIES
11.01 Disclaimer of Warranty. Buyer acknowledges that Seller is not in the business of
providing the services contemplated by this Agreement and that Seller is providing such services
solely as an accommodation to Buyer’s transition following the consummation of the transaction
set forth in the Purchase Agreement. Except as expressly set out in this Agreement, the Services
performed or provided pursuant to this Agreement, and any Resources provided, used or made
available in connection herewith, are furnished AS IS, WHERE IS, WITH ALL FAULTS AND,
TO THE EXTENT PERMITTED BY LAW, WITHOUT ANY REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT
OR USE OR ORIGINALITY OR RESULTS TO BE DERIVED FROM THE USE OR
PERFORMANCE OF THE SERVICES (INCLUDING THE RESOURCES). SELLER DOES
NOT MAKE ANY WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LEGAL
REQUIREMENT, DOMESTIC OR FOREIGN. Without limiting the foregoing, Seller and its
affiliates and licensors EXPRESSLY DISCLAIM AND EXCLUDE any warranty of ownership,
non-infringement, reliability, suitability, functionality, ability to produce a particular result, and
validity regarding any results of the Services (including the Resources) or any improvements as
contemplated by Article VI. Buyer assumes all risks in connection with its use of the Resources
and the results of the Services, including any improvements as contemplated by Article VI.
Seller shall have no obligation to provide Resources where third party content in such Resources
prevents or limits use by Buyer.
11.02 Consequential and Other Damages. To the extent permitted by law no Seller
Party shall be liable, whether in contract, in tort (including negligence or strict liability) or
otherwise, for any special, indirect, incidental, consequential, special, punitive or similar
damage, losses or expenses whatsoever, that in any way arise out of relate to, or are a
consequence of, this Agreement, Seller’s performance or nonperformance under this Agreement,
or the provision of or failure to provide any Service under this Agreement, including loss of
profits, savings, competitive advantage, goodwill, business interruptions or claims of customers,
even if Seller or any Seller Party has been advised of the likelihood or possible existence of the
foregoing and regardless of whether any of the foregoing may have been foreseeable. No Seller
Party shall be responsible for any damages Buyer may suffer arising from or as a result of
Buyer’s use of the internet, including loss of data and any service interruptions.
11.03 Limitation of Liability. The total aggregate liability of Seller with respect to this
Agreement or anything done in connection herewith, including the performance or breach of this
Agreement, or from the sale, delivery, provision or use of any Service provided under or covered
by this Agreement, whether in contract, tort (including negligence or strict liability) or otherwise,
shall be limited, to the extent permitted by law, to Buyer’s direct proven actual damages and
shall not exceed the Fees previously paid to Seller by Buyer under this Agreement in respect of
the Service from which such liability flows; provided, however, that in no event shall Seller have
any liability to Buyer related to the non-performance of any third party provider.
C2-8
Exhibit C-2
Form of Initial Closing TSA - Seller

11.04 Duty to Mitigate. Each Party shall use its commercially reasonable efforts to
mitigate damages or losses for which it seeks recourse hereunder, including by promptly
pursuing recovery under available insurance policies; provided, however, that the failure of such
Party to successfully mitigate such damages or losses shall not affect such Party’s right to seek
recourse with respect to such damages or losses so long as such Party shall have used its
commercially reasonable efforts to mitigate.
11.05 Force Majeure. Seller shall not be liable for any interruption of Service or delay
or failure to perform under this Agreement if such interruption, delay or failure results from
causes beyond its reasonable control, including any strike, lockout, work stoppage, labor dispute,
material shortage, earthquake, act of terrorism, severe weather, accident, government action, riot,
insurrection or other hostilities, trade sanction, embargo, fuel or energy shortage, fire, flood, acts
of God, condition caused by national emergency, wrecks or transportation delays or inability to
obtain necessary labor, materials, utilities or third party software rights. Seller will notify Buyer,
either orally or in writing, as soon as practicable upon learning of the occurrence of such event of
force majeure. Upon the cessation of the force majeure event, Seller will use commercially
reasonable efforts to resume its performance as soon as practicable. In no event shall the
occurrence of a force majeure event result in the extension of the term of this Agreement or any
Service hereunder.
11.06 No Individual Liability. Notwithstanding any other provision of this Agreement,
the individual officers, directors, managers, principals, employees and agents of each Party shall
not have any liability to the other Party, or to any affiliate of the other Party, under this
Agreement or in connection with the Services to be provided under this Agreement.
ARTICLE XII
CONFIDENTIALITY
12.01 Confidential Information. Each Party acknowledges that, during the term of this
Agreement, it may receive or have access to Confidential Information of the other Party.
“Confidential Information” shall include designs, concepts, building blocks, methodologies,
drawings, ideas, techniques, inventions, specifications, discoveries, models, data, source code,
object code, software, documentation, diagrams, flow charts, research, development, processes,
procedures, know-how, new product or new technology information, marketing techniques and
materials, marketing plans, timetables, strategies and development plans, customer names and
other information related to customers, pricing policies, financial information, any information
regarding clients of the other Party and the terms of this Agreement. “Confidential Information”
also shall include all information received from third parties that either Party is obligated to treat
as confidential.
12.02 Exceptions. “Confidential Information” does not include information that (i) was
or becomes available to the public other than as a result of a disclosure by the receiving Party or
its directors, officers, employees, agents, accountants, counsel or financial advisors (collectively
“Representatives”), (ii) was or becomes available to the receiving Party from a source other than
the disclosing Party or its Representatives, provided that such source is not known by the
receiving Party to be subject to a confidentiality agreement with or obligation to the disclosing
Party, (iii) was within the receiving Party’s possession prior to its being furnished to the
C2-9
Exhibit C-2
Form of Initial Closing TSA - Seller

eceiving Party by or on behalf of the disclosing Party, provided that the source of such
information was not known by the receiving Party to be subject to a confidentiality agreement
with or obligation to the disclosing Party in respect thereof, or (iv) is independently developed by
the receiving Party without reference to the disclosing Party’s Confidential Information.
12.03 Confidentiality Obligations. Each Party agrees that it will protect the Confidential
Information of the other Party through the exercise of no less protection and care than it
customarily uses in safeguarding its own confidential and proprietary information of like
character that it desires to retain in confidence, but always with the exercise of at least a
reasonable degree of care. Neither Party shall disclose to any third party (other than its
Representatives on a need-to-know basis) any Confidential Information of the other Party, and
each Party shall utilize such Confidential Information on a need-to-know basis only to the extent
necessary to effect the provisions and purposes of, and as expressly contemplated under the
terms of, this Agreement. Each Party shall take reasonable steps to advise its Representatives
of the confidential nature of Confidential Information and their obligations not to copy, reveal or
use Confidential Information except to the extent required to carry out the Parties’ obligations
under this Agreement and to require that Confidential Information be kept in a reasonably secure
location. Each Party will promptly notify the other if it believes that Confidential Information
has lost its status as such.
12.04 Permitted Disclosure. Notwithstanding anything in this Agreement to the
contrary, the receiving Party may disclose Confidential Information if required by Legal
Requirement or court, arbitral or governmental order or process, or any stock exchange listing or
trading agreements, provided that, unless impermissible under applicable Legal Requirement, the
receiving Party gives the disclosing Party prompt written notice of such requirement to permit
the disclosing Party to seek a protective order or other appropriate relief.
12.05 Return or Destruction of Confidential Information. Upon the written request of a
disclosing Party after the purpose for which Confidential Information has been furnished has
been accomplished or upon the expiration or termination of this Agreement, the receiving Party
agrees to return to the disclosing Party or to destroy any and all Confidential Information
received from the disclosing Party in accordance with, and subject to, the provisions of Section
3.05. Upon destruction of Confidential Information or any copies thereof required to be
destroyed hereunder, the receiving Party shall certify in writing to the disclosing Party that such
destruction has occurred.
12.06 Remedies. Each Party acknowledges and agrees that, due to the unique nature of
Confidential Information, there can be no adequate remedy at law for breach of the
confidentiality provisions of this Agreement and that such breach will cause irreparable harm to
the non-breaching Party. The non-breaching Party shall thus be entitled to immediate injunctive
relief, in addition to whatever other remedies it might have at law or in equity, in the event of an
actual or threatened breach of such confidentiality provisions.
C2-10
Exhibit C-2
Form of Initial Closing TSA - Seller

ARTICLE XIII
INTELLECTUAL PROPERTY
13.01 Improvements to Intellectual Property of Buyer. Improvements to the Intellectual
Property of Buyer created by employees or agents of Buyer as a result of the Services shall be
owned by Buyer.
13.02 Improvements to Intellectual Property of Seller. Improvements to the Intellectual
Property of Seller created by employees or agents of Seller, employees or agents of Buyer, or
jointly by employees or agents of Seller and employees or agents of Buyer, as a result of the
Services, shall be owned by Seller.
13.03 Assignment. Each Party hereby assigns to the other Party its full right, title and
interest in relevant improvements that are necessary to give ownership to the other Party as
contemplated in Sections 6.01 and 6.02 above. Each Party further agrees to execute such
documents as the other Party may reasonably request from time to time to evidence and record
the ownership interest in such other Party (without charge, but at the other Party’s expense).
13.04 No Obligation to File. Neither Seller nor Buyer shall have any obligation to file
any patent application, prosecute any patent application or maintain any patent in force, nor
register any copyright.
ARTICLE XIV
MISCELLANEOUS
14.01 No Third-Party Beneficiaries. Nothing in this Agreement is intended or shall be
construed to entitle any Person, other than the Parties and their respective successors and
permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind.
14.02 Entire Agreement. This Agreement (including the Schedules) constitutes the
entire agreement between the Parties as to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, by or on behalf of the Parties.
14.03 Succession and Assignment. Except as otherwise expressly provided in this
Agreement, no Party may assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of the other Party. Any attempted assignment or
delegation without the required consent shall be null and void ab initio. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the Parties, their legal
representatives and their successors and assigns.
14.04 Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or electronic mail will be effective as delivery of a manually
executed counterpart of this Agreement.
C2-11
Exhibit C-2
Form of Initial Closing TSA - Seller

14.05 Headings. The headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement.
14.06 Notices. Any notice, request, instruction or other document to be given hereunder
by a Party shall be in writing and shall be deemed to have been given (i) when received if given
in person or by courier or a courier service, (ii) on the date of transmission if sent by telex,
facsimile, electronic mail or other wire transmission (receipt confirmed) or (iii) five (5) Business
Days after being deposited in the mail, certified or registered, postage prepaid:
(a) If to Seller:
Caterpillar Global Mining LLC
6744 S. Howell Avenue
PO Box 267
Oak Creek, Wisconsin 53154
U.S.A.
Attn: Julie Lagacy
Facsimile: +1 (414) 301-8423
E-mail: Lagacy_Julie_A@cat.com
with copies (which shall not constitute notice) to:
and
Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629
U.S.A.
Attn: Deputy General Counsel, Commercial
Section
Facsimile: +1 (309) 675-1795
E-mail: Sposato_Michael_G@cat.com
Mayer Brown LLP
71 S. Wacker Dr.
Chicago, IL 60606
Attn: John Sagan
Andrew Noreuil
Facsimile: +1 (312) 701-7711
C2-12
Exhibit C-2
Form of Initial Closing TSA - Seller

(b) If to Buyer:
Finning International Inc.
10th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: David Smith
Facsimile: +1 (604) 691-6254
E-mail: david.s.smith@finning.com
with copies (which shall not constitute notice) to:
Finning International Inc.
10 th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: Gail Sexsmith
Facsimile: +1 (604) 691-6440
E-mail: Gail.Sexsmith@finning.com
or such other address as any Party may from time to time specify by written notice to the other
Party. Any Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.
14.07 Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the laws of the State of New York without giving effect to any
conflicts of law principles of such state that might refer the governance, construction or
interpretation of such agreements to the laws of another jurisdiction. Each Party to this
Agreement irrevocably waives the right to a trial by jury in connection with any matter arising
out of this Agreement.
14.08 Amendments and Waivers. This Agreement may be altered, amended or
modified in whole or in part at any time only by a writing signed by all the Parties. No waiver
of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
14.09 Severability. In the event that any provision hereof is held to be illegal, invalid or
unenforceable in any respect, such provision shall (to the extent permitted by Legal
Requirement) be construed by modifying or limiting it so as to be legal, valid and enforceable to
the maximum extent compatible with, and possible under, applicable legal requirements. The
provisions hereof are severable, and in the event any provision hereof should be held illegal,
invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or
otherwise affect any other provision hereof.
C2-13
Exhibit C-2
Form of Initial Closing TSA - Seller

14.10 Construction.
(a) Each of the Parties and their respective counsel have reviewed and negotiated this
Agreement. Any rule of construction against the Party preparing this Agreement is hereby
waived.
(b) Section and subsection headings are not to be considered part of this Agreement,
are included solely for convenience, are not intended to be full or accurate descriptions of the
content of the Sections or subsections of this Agreement and shall not affect the construction
hereof.
(c) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer
to this Agreement as a whole and not to any particular Section or provision of this Agreement,
and reference to a particular Section of this Agreement shall include all subsections thereof.
(d) Definitions shall be equally applicable to both the singular and plural forms of the
terms defined, and references to the masculine, feminine or neuter gender shall include each
other gender.
(e) The word “including” and “include” shall be deemed to be followed by the phrase
“without limitation.”
(f) Any reference to “$” or “dollars” shall mean United States dollars, and all
payments required by any Party hereunder shall be made in United States dollars.
(g) Any reference to any Legal Requirement shall mean such Legal Requirement as
amended and in effect as of any time of determination.
14.11 Schedules. Schedules A and B to this Agreement are hereby incorporated into
and made a part of this Agreement as if set forth in full in this Agreement. Capitalized terms
used in Schedules A and B that are not otherwise defined therein shall have the respective
meanings assigned to such terms in this Agreement.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
C2-14
Exhibit C-2
Form of Initial Closing TSA - Seller

Date.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
[CATERPILLAR GLOBAL MINING LLC]
By:
Name:
Title:
[FINNING INTERNATIONAL INC.]
By:
Name:
Title:
[Signature Page to Transition Services Agreement – Seller]
C2-15
Exhibit C-2
Form of Initial Closing TSA - Seller

Schedule A
General Services
C2-16
Exhibit C-2
Form of Initial Closing TSA - Seller

Schedule B
Information Systems Services
C2-17
Exhibit C-2
Form of Initial Closing TSA - Seller

EXHIBIT C-3
Form of Initial Closing TSA – Iquique Property
(See attached)
C3-1
Exhibit C-3
Form of Initial Closing TSA – Iquique Property

CONTRATO DE DEPOSITO POR CUENTA AJENA
En Iquique a …… de …………. del 2011, entre Bucyrus Internacional (Chile) Ltda.
RUT 85.193.900-8, representada por Mark Stoddard, cédula de identidad número
14.426.010-4., ambos domiciliados en ………….., comuna de ………Iquique, en
adelante también ”Bucyrus”; y Finning Chile S.A., RUT: 91.489.000-4, representada por
don Matías Prieto Ossandón, cédula de identidad número 8.779.538-1, ambos
domiciliados en calle Lynch 160, comuna de Iquique, en adelante también “Finning”,
acuerdan lo siguiente:
1. Antecedentes.
a.- ZOFRI S.A. mediante contrato otorgado ante el Notario de Iquique don Néstor Araya
Blazina, de fecha 29 de Enero de 2003, habilitó a Bucyrus Internacional (Chile) Ltda.
para operar como Usuaria de la Zona Franca de Iquique, en sus instalaciones
ubicadas en Sitio N° 17-B, Manzana B, Barrio Industrial, Iquique.
b.- Finning Chile S.A., necesita almacenar sus productos en un depósito acogido al
régimen de Zona Franca.
Considerando que Bucyrus está en condiciones de prestar los servicios requeridos por
Finning Chile S.A.y que ésta dispuesta a contratar sus servicios bajo la normativa que
rige para la Zona Franca de Iquique, acuerdan el presente contrato.
2. Objeto.
Conforme lo dispuesto en el Art. 8 del D.F.L. 341 de 1977, por este acto, Finning Chile
S.A. encarga a Bucyrus Internacional (Chile) Ltda. el depósito por cuenta ajena de
mercancías de su propiedad en las instalaciones señaladas en la cláusula 1. b.
precedente.
3. Servicios contratados.
(a) El depósito por cuenta ajena de mercancías
(b) El manipuleo de cargas y contenedores dentro del recinto de Terminal de acuerdo a
los requerimientos de Finning Chile S.A.
(c) Todos los servicios deben ser coordinados con 24 Hrs de antelación mínimo
(f) El despacho de la carga consiste en cargar el box sobre camión
4. Precio.-
Por la ejecución de los servicios contratados en este instrumento, Finning pagará a
Bucyrus la suma de aquellos gastos que hayan sido acordados con antelación como
C3-2
Exhibit C-3
Form of Initial Closing TSA – Iquique Property

integrante del costo por la prestación de los servicios definidos en el presente contrato
más IVA.
Bucyrus, previa autorización por escrito otorgada por Finning al presupuesto respectivo,
podrá facturar aquellos gastos que no hayan sido acordados con antelación como
integrante del costo por la prestación de los servicios definidos en el presente contrato
y que, por lo tanto, no están considerados en la composición del valor de los servicios,
pero que corresponden a gastos necesarios para la operación, o de servicios
adicionales que Finning estime necesario contratar.
5. Procedimiento de facturación y forma de pago.-
a. Bucyrus deberá presentar el día cinco de cada mes o el día hábil siguiente, en el
domicilio de Finning indicado en la comparecencia, una factura correspondiente al
80% del valor total estimado de los servicios mensuales.
b. Adicionalmente, Bucyrus presentará otra factura por la diferencia que arroje la
liquidación mensual respectiva por el servicio prestado, la que deberá ser pagada
dentro de los 15 días de recepcionada por Finning.
c. En caso que Finning no esté de acuerdo con una determinada factura de Bucyrus,
deberá reclamar de su disconformidad dentro de los 30 días hábiles siguientes,
contados desde su recepción, suspendiéndose su pago hasta la aclaración del cobro.
6. Responsabilidad y Seguros.
Bucyrus sólo será responsable en caso que se produzca una pérdida(s), daño(s)
o deterioro(s) material(es) que pudiese afectar a las mercancías del cliente durante la
vigencia de los servicios aquí cotizados, cuando sea(n) atribuible(s) directa e
inmediatamente a un hecho cometido con culpa por parte de Bucyrus, sus empleados o
subcontratistas en la ejecución de los servicios contratados.
La Responsabilidad de Bucyrus estará limitada al valor de costo de las
mercancías almacenadas o manipuladas el cual deberá estar incluido en las guías de
despacho. En caso de siniestro este valor debe ser debidamente acreditado por el
cliente con la documentación pertinente.
7. Disposiciones varias
Bucyrus tendrá derecho de retención sobre las mercancías por los gastos y créditos
devengados con ocasión de los servicios prestados.
A menos que se le ofrezca una garantía suficiente por la suma reclamada Bucyrus
podrá vender la totalidad o parte de las mercancías sobre las que haya ejercido el
derecho de retención a fin de obtener la suma necesaria para el cobro de su crédito.
C3-3
Exhibit C-3
Form of Initial Closing TSA – Iquique Property

El cliente podrá exigir la devolución de las mercancías almacenadas, en cualquier
tiempo; sin embargo, avisará esta circunstancia, a Bucyrus, con una anticipación de 24
Horas.
8. Vigencia.
El presente contrato tendrá una duración de 1 año a contar del …… de …… del año
……., no obstante cualquiera de las partes podrá ponerle término, avisando a la otra de
su decisión por escrito con a lo menos 10 días de anticipación.
Expirado el contrato Finning tiene que retirar la totalidad de su mercadería a más tardar
dentro del plazo de 3 días, de lo contrario, se comenzará a devengar la tarifa de
depósito.
9. Término del contrato.
El presente contrato terminará, entre otras causales aplicables, por las siguientes
causas:
a. Por la pérdida de alguna de las partes contratantes de la condición de
usuario de la Zona Franca de Iquique.
b. Por la pérdida de la propiedad o de cualquier titulo de uso u ocupación
sobre el inmueble ubicado en Sitio N° 17-B, Manzana B, Barrio Industrial, Iquique.
c. Por cesión a cualquier título de los derechos que emanen del presente
contrato.
10. Normas y procedimientos de la Zona Franca.
Bucyrus y Finning en sus calidades de usuarios de la Zona Franca de Iquique, se
obligan al cumplimiento de todas y cada una de las normas y procedimientos de la
Zona Franca de Iquique y declaran conocer las disposiciones e instrucciones del
Servicio de Aduanas u otro que tenga ingerencia y que hayan dictado sobre la materia.
11. Domicilio y jurisdicción.
Para los efectos de este contrato, las partes fijan su domicilio en la ciudad de Iquique o,
prorrogando la competencia para ante sus Tribunales.
12. Declaración
Por este acto o instrumento, las partes dejan sin efecto cualquier otro contrato, acuerdo
o convenio celebrado entre ellos y que diga relación con Almacenamiento o depósito de
Mercancía.
Los comparecientes declaran expresamente que está(n) investido(s) de facultades
suficientes para suscribir el presente contrato en la representación indicada en la
comparecencia.
El presente documento se otorga en 2 ejemplares, quedando uno en poder de cada
parte.
C3-4
Exhibit C-3
Form of Initial Closing TSA – Iquique Property

p.p. Bucyrus Internacional (Chile) Ltda. p.p. Finning Chile S.A.
C3-5
Exhibit C-3
Form of Initial Closing TSA – Iquique Property

EXHIBIT C-4
Form of Initial Closing TSA – Technical Library in Antofagasta
(See attached)
C4-1
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

CONTRATO DE PRESTACIÓN DE SERVICIOS
BUCYRUS CHILE LIMITADA
FINNING S.A.
………………………………
En Santiago de Chile, a 2011, entre FINNING CHILE S.A., , RUT Nº
91.489.000-4, representada por don Santiago Pino Reyes, cédula nacional
de identidad número *, ambos domiciliados para estos efectos en Avda Los
Jardines 924, comuna de Huechuraba, en adelante también “Finning Chile”;
y (BUCYRUS ., , RUT N° xxxxx , representada por don xxxxx, cédula de
identidad para extranjeros número xxxx, ambos domiciliados para estos
efectos en calle xxxxxx, comuna de xxxxx, en adelante también “Bucyrus
Chile”; se ha convenido en el siguiente contrato de prestación de servicios
(en adelante también el “Contrato”), que se regirá por las estipulaciones del
presente contrato, y en lo no previsto por él, por las disposiciones del
párrafo 1° del Título VII del Libro I del Código del Trabajo, agregado por la
Ley N° 20.123, su Reglamento y por las demás normas aplicables a los
contratos entre particulares, contenidas en los Códigos Civil y de Comercio:
PRIMERO: Antecedentes.-
1. Finning Chile tiene dentro de su giro vender y distribuir equipos para la
minería marca BUCYRUS y prestar servicios de mantención y reparación
de tales equipos (en adelante el Giro Distribuidor Bucyrus”). Con el
propósito de apoyar el Giro Distribuidor Bucyrus, Finning Chile requiere
encomendar al Contratista la prestación de servicios de asesoría técnica
bajo el formato de “biblioteca técnica”, de acuerdo a los términos y
condiciones que se señalan en el presente instrumento.
2. Por su parte, Bucyrus Chile es una sociedad limitada filial del grupo de
empresas fabricante de equipos para la minería marca BUCYRUS con
acceso a los medios necesarios para prestar los servicios de asesoría
técnica bajo el formato de “biblioteca técnica”, de acuerdo a los términos
y condiciones que se señalan en el presente instrumento.
C4-2
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

3. Bucyrus Chile declara que cumple con todas y cada una de los requisitos
de la Ley 20.123 y su Reglamento.
SEGUNDO: Objeto del Contrato.-
Por el presente instrumento, la Empresa Contratista se compromete a
suministrar, otorgar acceso, y a proporcionar el soporte y mantención que
permita el acceso a la “biblioteca técnica” de los equipos marca “Caterpillar”
(en adelante “la Biblioteca Técnica”) para el uso exclusivo de Finning Chile.
Para efectos de este contrato ambas partes entienden que la Biblioteca
Técnica consiste en toda aquella documentación y know how ya sea en
forma digitalizada o en papel perteneciente a Bucyrus asociado a las marcas
Bucyrus y Caterpillar, relativos al funcionamiento, mantenimiento, planes de
protección a los equipos y en particular, relativos a planos de ingeniería,
manuales, tutoriales, diseños industriales, tecnologías patentadas,
protocolos de mantención, limpieza y reparación de productos marca
Bucyrus, por el plazo establecido en la cláusula octava, en adelante “los
Servicios”.La Biblioteca Técnica será habilitada en las dependencias de
Finning Chile ubicadas en Pedro Aguirre Cerda N° 11776 Manzana 26 Lote 1
Sector La Chimba, Antofagasta. Ambas partes dejan constancia que el know
how que en virtud de este contrato se entregará a Finning Chile, será aquel
que sólo sea atingente a productos comercializados y distribuidos por
Finning Chile y con el fin de proveer el mejor servicio a los usuarios y
clientes finales.
Los servicios aquí contratados deberán prestarse en el lugar, plazo, forma,
precio, condiciones y demás modalidades que se expresan en las cláusulas
siguientes.
TERCERO: Obligaciones de Bucyrus Chile.-
Serán obligaciones esenciales de Bucyrus Chile las siguientes:
a. Prestar los servicios contratados en los términos y condiciones
estipulados en el presente contrato y sus anexos, en forma diligente,
oportuna y eficaz, para lo cual deberá contar con todo el personal y
procedimientos técnicos adecuados;
b. Mantener sus medios humanos y materiales en estado de servir adecuada
y permanentemente a las necesidades de Finning Chile para la concreción
de los Servicios materia del presente contrato;
C4-3
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

c. La contratista se obliga a proveer el servicio de acceso a la Biblioteca
Técnica las 24 horas al día, los 7 días de la semana, los 365 del año, con
tiempo de respuestas y de acuerdo al procedimiento establecido en el
Anexo del presente contrato “Procedimiento de Control de Información
Técnica”. Sin embargo, ambas partes consignan que las interrupciones en
el servicio que sean originadas en errores de la plataforma computacional
de Caterpillar y sus sociedades relacionadas, no serán consideradas
incumplimiento de la contratista. Así con todo, la contratista deberá
comunicarse a la brevedad con Caterpillar afín de que ésta reestablezca el
servicio con la mayor celeridad posible.
d. Se obliga a mantener actualizada la Biblioteca Técnica con inclusiones,
complementaciones y tutoriales más recientes y vigentes como asimismo
a incorporar toda la información necesaria relativa a nuevos productos
que sean importados y distribuidos por Finning Chile con un tiempo de
respuesta de xx días hábiles.
e. La Contratista deberá entregar a Finning Chile una nómina de sus
técnicos de planta, los que tendrán el control y acceso efectivo de la
Biblioteca técnica y quienes serán los responsables de canalizar las
solicitudes y consultas de Finning Chile, dando respuestas a éstas y
entregando la información pertinente al efecto en forma permanente y
dentro de plazos de respuesta establecidos en el anexo del presente
contrato “Procedimiento de Control de Información Técnica ”;
f. Respecto del personal que emplee para la ejecución de los servicios
objetos del presente contrato, estos deberán ser debidamente calificados
para prestar los servicios consignados en le presente contrato, deberán
contar con contratos de trabajo vigentes y encontrarse al día en el
cumplimiento de todas sus obligaciones contractuales y de índole legal,
de manera especial, las normas de seguridad, tributarias, laborales,
previsionales y de seguridad social.
CUARTO: Obligaciones de Finning Chile.-
Serán obligaciones esenciales de Finning Chile las siguientes:
a. Habilitar el lugar físico donde se instalará la Biblioteca Técnica. Ambas
partes dejan constancia que la Biblioteca técnica funcionará en las
C4-4
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

dependencias de Finning Chile ubicadas en Pedro Aguirre Cerda N° 11776
Manzana 26 Lote 1 Sector La Chimba, Antofagasta.
b. Pagar el precio convenido en la forma y plazo estipulado, por la ejecución
íntegra, completa y oportuna de los servicios.
c. Contratar y mantener una conexión a Internet y los equipos electrónicos
necesarios para conectarse a la red de Internet de las características que
permitan la compatibilidad con los programas y el soporte utilizados por
la plataforma de la Biblioteca Técnica. Asimismo será responsabilidad de
Finning Chile velar por que la conexión a la red de Internet cumpla con
los requisitos mínimos de velocidad y ancho de la banda para que dichos
programas puedan ejecutarse correctamente.
d. Ejercer las facultades de revisión de la documentación laboral y
previsional de Bucyrus Chile con prontitud y eficacia, de forma de no
retener innecesariamente pagos a que Bucyrus Chile tenga derecho en
virtud del presente contrato.
QUINTO: Equipo acreditado.-
Dentro de los primeros xx días de vigencia del presente contrato, Finning
Chile deberá entregar una nómina de sus empleados que se encuentren
autorizados para acceder y utilizar la Biblioteca Técnica.
Durante la vigencia del contrato, Finning Chile podrá agregar nuevos
profesionales y/o reemplazar personas que tengan la acreditación para la
utilización de su Biblioteca Técnica. La inclusión, exclusión y reemplazos
temporales de personas de la nómina se deberá informar mediante nota
escrita fundamentada dirigida a xxx con al menos xxx días hábiles de
anticipación a la fecha en que se deba hacer efectiva la actualización.
Para efectos de controlar que sólo el personal acreditado tenga acceso a
dicho sistema, Bucyrus Chile se reserva el derecho de solicitar a Finning
Chile la emisión de credenciales que permitan acreditar la identidad de las
personas autorizadas, y éste a proveerlas. No podrán ingresar al recinto de
funcionamiento de la Biblioteca Técnica, las personas que no estuvieren
debidamente acreditadas para hacer uso de ésta.
C4-5
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

Obligaciones laborales y previsionales de Bucyrus Chile.-
1. Régimen de Subcontratación.-
Se deja constancia que la prestación de los servicios que por este
instrumento se contratan, se realizará en conformidad a las normas de
Trabajo en Régimen de Subcontratación, esto es, por cuenta y riesgo de
Bucyrus Chile y con trabajadores bajo su dependencia.
Asimismo, declaran que no existe ni existirá relación laboral directa entre
Finning Chile y dichos trabajadores.
2. Obligaciones de Bucyrus Chile.-
Bucyrus Chile se obliga a contratar, como único empleador y a su entero
cargo, cuenta, costo y riesgo, los trabajadores necesarios para ejecutar
de manera cabal y completa las labores, actividades y/o trabajos que
forman parte de los servicios objeto del presente contrato, siendo de su
exclusivo cargo la declaración y pago de las remuneraciones,
imposiciones e impuestos, el cumplimiento de normas sobre seguridad e
higiene en el trabajo y en general, el cumplimiento de toda la normativa
legal y reglamentaria de tipo laboral y previsional que sea aplicable.
El personal dependiente de Bucyrus Chile que se desempeñe en los
servicios contratados deberá reunir los requisitos, las especificaciones
técnicas y las condiciones de idoneidad necesarias para proporcionar un
servicio eficiente y oportuno.
3. Derecho de Información.-
Finning Chile se reserva la facultad de exigir, en forma previa a la
aprobación y pago de una factura, los documentos y antecedentes que a su
juicio exclusivo sean necesarios para acreditar el cumplimiento de todas y
cada una de las obligaciones de la Contratista.
En especial, tendrá derecho a ser informada sobre el monto y estado de
cumplimiento de las obligaciones laborales y previsionales respecto de los
trabajadores asignados a los servicios.
Para tal efecto Finning Chile podrá solicitar – con la periodicidad que estime
conveniente – entre otros, los siguientes antecedentes:
C4-6
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

a) Listado de los trabajadores de la Contratista que prestan los servicios
contratados;
b) Contratos de Trabajo de los trabajadores incluidos en el listado anterior;
c) Recibos de pago de las remuneraciones, firmados por los trabajadores;
d) Planillas de cotizaciones previsionales del personal antes señalado;
e) Finiquitos de los Contratos de Trabajo, cuando corresponda;
f) Registros de asistencia del personal, si procede;
g) Certificado de afiliación de Bucyrus Chile a un organismo administrador
de la Ley 16.744 sobre Seguro Social de Accidentes del Trabajo y
Enfermedades Profesionales y planilla de pago de cotizaciones
correspondientes; y
h) Certificado extendido por la Dirección del Trabajo o por instituciones
competentes facultadas para ello, que acrediten, por medios idóneos, el
cumplimiento de obligaciones laborales y previsionales de los contratistas
respecto de sus trabajadores y la inexistencia de reclamos
administrativos.
4. Derecho de Retención.-
Si Bucyrus Chile no hubiese dado cumplimiento a sus obligaciones
laborales o previsionales, Finning Chile podrá retener de las obligaciones
que tenga en favor de Bucyrus Chile, y en general, de todo pago que
deba efectuar a Bucyrus Chile en virtud de este o cualquier otro contrato
celebrado con ella, el monto de que pueda ser responsable en su calidad
de empresa principal, además de interponer la denuncia respectiva ante
la Inspección del Trabajo respectiva, dando cuenta de las retenciones
efectuadas para los efectos que sean pertinentes. Las sumas retenidas no
devengarán ni intereses ni reajustes.
5. Pago por Subrogación.-
Finning Chile podrá pagar directamente y en representación de Bucyrus
Chile, las remuneraciones, prestaciones y beneficios laborales,
indemnizaciones y finiquitos, cotizaciones previsionales y de seguridad
social adeudadas, y a que Bucyrus Chile no hubiere dado satisfacción,
pudiendo disponer para ello de las retenciones antes señaladas, sin
perjuicio de las demás acciones legales que Finning Chile pueda iniciar
contra Bucyrus Chile.
6. Responsabilidad.-
Bucyrus Chile mantendrá indemne a Finning Chile de todo y cualquier
daño y/o perjuicio, multa, deuda o reclamo juicio, litigio, acción judicial,
C4-7
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

demanda, denuncia, requerimiento, etc., que inicie en su contra
cualquiera de los dependientes de Bucyrus Chile o sus cesionarios, por
cualquier concepto derivado del incumplimiento de las obligaciones
laborales, previsionales y/o tributarias de esta última, o respecto de
demandas por concepto de accidentes del trabajo, incapacidad física o
temporal, invalidez total, parcial o muerte de los trabajadores de Bucyrus
Chile.
SEXTO: Precio.-
Por la ejecución de los servicios contratados en este instrumento, Finning
Chile pagará a Bucyrus Chil la suma de $76.08 Unidades de Fomento, suma
que se devengará mensualmente y que para proceder al cálculo del valor en
pesos, ambas partes deberán hacerlo en consideración a la suma publicada
por el Banco Central de Chile para el día del pago. Se deja constancia que
dicho se ha establecido en función de la naturaleza de los servicios prestados
y a la calidad de la información .
Todos los gastos que se irroguen en la prestación de los servicios por parte
de Bucyrus Chile, serán de cargo exclusivo de este último salvo los que
hayan sido expresamente exceptuados, incluyendo, sin que la enumeración
sea taxativa, los materiales y equipos empleados, el pago del sueldo o
remuneración a sus trabajadores e imposiciones, la colación diaria de éstos y
su movilización desde y hacia su lugar de trabajo, así como cualquier clase
de indemnización laboral.
Bucyrus Chile, previa autorización por escrito otorgada por Finning Chile al
presupuesto respectivo, podrá facturar aquellos gastos que no hayan sido
acordados con antelación como integrante del costo por la prestación de los
servicios definidos en el presente Contrato y que, por lo tanto, no están
considerados en la composición del valor de los servicios, pero que
corresponden a gastos necesarios para la operación, o de servicios
adicionales que Finning Chile estime necesario contratar.
SÉPTIMO: Procedimiento de facturación y forma de pago.-
d. Bucyrus Chile deberá presentar el día cinco de cada mes o el día hábil
siguiente, en el domicilio de Finning Chile indicado en la comparecencia,
una factura correspondiente al 80% del valor total estimado de los
servicios mensuales.
e. Adicionalmente, Bucyrus Chile presentará otra factura por la diferencia
que arroje la liquidación mensual respectiva por el servicio prestado, la
C4-8
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

que deberá ser pagada conforme a la política de pago a proveedores de
Finning Chile.
f. En caso que Finning Chile S.A., no esté de acuerdo con una determinada
factura de Bucyrus Chile, deberá reclamar de su disconformidad dentro de
los 30 días siguientes, contados desde su recepción, suspendiéndose su
pago hasta la aclaración del cobro.
OCTAVO: Vigencia y terminación de los servicios.-
El presente contrato tendrá duración de 24 meses el cual se entenderá
sucesiva y automáticamente renovado por periodos de 12 meses si ninguna
de las partes le pusiere término mediante aviso dado por carta certificada,
enviada al domicilio de la otra, indicado en la comparecencia, con a lo menos
60 días de anticipación a la fecha en que desee ponerle término, sin que ello
implique indemnización o compensación de especie alguna a favor de la otra
parte.
No obstante lo anterior, las partes no podrán poner término al contrato ni
enviar el aviso de término recién señalado, dentro de los 120 primeros días
de vigencia del mismo.
Sin perjuicio de lo anterior, y para el caso de incumplimiento de las
obligaciones de una de las partes, la parte diligente podrá, en todo caso,
poner término inmediato e ipso facto a este contrato dando aviso a la otra
de tal decisión, mediante carta certificada dirigida al domicilio de la otra,
señalando, además, las causas que la motiven.
Son causales para poner término anticipado al presente contrato, las
siguientes:
a. Si cualquiera de las partes reiteradamente no cumpliera fielmente con las
obligaciones a su cargo o las cumpliere de una manera defectuosa o
tardía;
b. Si cualquiera de las partes cesase en su actividad;
c. Si cualquiera de las partes incurriera en quiebra, cesación de pagos o
convenio preventivo.
C4-9
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

d. Si cualquiera de las partes incurriera en el incumplimiento de los deberes
de resguardo de la confidencialidad, establecidos en la cláusula siguiente.
A la fecha de aviso de la terminación del contrato, Bucyrus Chile enviará una
liquidación a Finning Chile que contenga los eventuales saldos de precios,
debiendo Finning Chile pagarlos junto con el término formal del Contrato.
NOVENO: Confidencialidad.-
Las partes aceptan y reconocen por este acto, que el objeto principal de este
contrato es el acceso al know how de CATERPILLAR INC y de sus filiales,
aplicado a sus productos y el mantenimiento de éstos, y por ende, el
carácter esencial que tiene la obligación que Finning Chile contrae en esta
cláusula, consistente en el deber de mantener total y absoluta reserva, a
tratar en forma estrictamente confidencial y a no revelar a terceras
personas, entendiéndose por ésta toda persona que no haya sido acreditada
para acceder a la Biblioteca Técnica, de toda información relacionada con
Caterpillar Inc, Bucyrus Chile y demás filiales de Caterpillar Inc sus
productos y en particular con cualquier tipo de documentación, planos,
maquetas y tutoriales contenida en ésta, a la que haya podido tener acceso
como consecuencia de la relación comercial entre Finning Chile y Bucyrus
Chile. Asimismo Finning Chile deberá velar porque las personas que tengan
acceso a la Biblioteca Técnica no almacenen, reproduzcan o traspasen dicha
información, salvo previa autorización de Bucyrus Chile, que deberá constar
por escrito, o que dicha información sea requerida en virtud de resolución
judicial, tanto durante la vigencia del presente contrato como luego de su
terminación.
En todo caso, será de propiedad exclusiva de Bucyrus Chile, por tanto, no
pertenecerá a Finning Chile ni podrá ésta hacer uso de ella en cualquier
forma distinta de la necesaria para prestar el servicio establecido en este
instrumento, ni menos aún cederla o transferirla o permitir su uso por
terceros, toda aquella información relativa a productos, patentes
industriales, informes técnicos y en general la información relacionada al
giro de Caterpillar Inc, Bucyrus Chile y demás filiales de Caterpillar Inc.
C4-10
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

De igual manera, , Bucyrus Chile se obliga también a mantener en estricta
reserva la información confidencial de Finning Chile, ya sea información
propia, como de sus clientes, proveedores, y cualquier información que con
ocasión del presente contrato, Bucyrus Chile tenga acceso.
La obligaciones de confidencialidad contenidas en la presente cláusula
regirán en especial, pero sin estar limitada a ello, respecto de todo aquello
relativo a remuneraciones, términos y condiciones comerciales, asuntos de
negocios, contratos, tecnología, especificaciones de productos, sistemas
operativos, diseños, patentes, fórmulas, planes, secretos de manufacturas,
know how, ideas comerciales, industriales e información técnica, y en
general, sobre cualquier otra materia que diga relación con el objeto del
presente Contrato o con los Productos o el funcionamiento general de
Finning Chile y de Bucyrus Chile y demás aspectos o información, sea cual
fuere su naturaleza.
Ambas partes reconocen y aceptan que estas obligaciones subsistirán en
forma permanente, indefinida e independiente de la vigencia o término del
presente Contrato, obligándose además a restituir a Bucyrus Chile en forma
inmediata una vez terminado este Contrato, todos y cada uno de los
documentos y demás información que sea de su propiedad o que diga
relación sus actividades o asuntos.
Finning Chile y Bucyrus Chile entienden que lo señalado es también aplicable
a sus trabajadores, empresas relacionadas, representantes y socios, y que
deberá tomar todas las medidas para que dichas personas estén
permanentemente informadas acerca de esta obligación y cumplan con la
misma.
En consecuencia, Finning Chile asumirá y responderá frente a Caterpillar y
sus sociedades relacionadas, incluyendo Bucyrus International (Chile)
Limitada por todo daño o perjuicio que pueda ocasionar a esta última el
incumplimiento de la obligación de reserva y confidencialidad. De igual
manera, Bucyrus Chile responderá frente a Finning Chile S.A por todo daño o
perjuicio que pueda ocasionar a ésta última el incumplimiento de las
obligaciones recién enumeradas.
DÉCIMO: Exclusividad.-
El presente contrato tiene carácter de exclusivo para ambas partes
Por lo tanto, Bucyrus Chile no podrá ofrecer mismos servicios a otras
C4-11
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

empresas y terceros en general en Chile.
Las partes acuerdan expresamente que el presente Contrato no constituye al
Contratista en agente, mandatario o representante de Finning Chile por lo
que Bucyrus Chile no podrá obligar ni comprometer a Fanning Chile para con
terceros en forma alguna.
UNDÉCIMO: Cesión.-
Queda expresamente prohibido a Bucyrus Chile ceder a terceros, a cualquier
título, ya sea parcial o totalmente, el presente contrato, salvo autorización
previa dada por escrito por Finning Chile.
DUODÉCIMO: Subcontratación.-
Las partes acuerdan expresamente que Bucyrus Chile sólo podrá
subcontratar a empresas relacionadas, para ejecutar total o parcialmente
cualquiera de los servicios que se obliga a prestar en virtud del presente
contrato.
En caso de una eventual subcontratación, no habrá de modo alguno costo
extraordinario para Finning Chile, de acuerdo a lo pactado en la cláusula
cuarta precedente.
La subcontratación, no exime en caso alguno a Bucyrus Chile de las
obligaciones que asume por el presente instrumento. Por lo tanto, aún
C4-12
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

mediando tal aprobación, Bucyrus Chile será y permanecerá siempre
responsable de sus obligaciones bajo este contrato y responderá ante
Finning Chile de las acciones y/u omisiones del subcontratista y su personal.
En ningún caso existirá vínculo contractual entre Finning Chile y el
subcontratista.
Si se presentaren dificultades en los Servicios como consecuencia de
cualquier subcontrato, Bucyrus Chile, a solicitud de Finning Chile, pondrá de
inmediato fin al subcontrato, sin costo para el Cliente y tomará las medidas
que sean necesarias para cumplir sus obligaciones bajo el presente Contrato.
Todas las comunicaciones, pagos, notificaciones y otras que deba efectuar
Finning Chile, continuarán haciéndose a Bucyrus Chile, recayendo en
Bucyrus Chile la obligación de dar cuenta de éstas a la o las empresas que
haya subcontratado.
Para los anteriores efectos, se entiende por relacionada, aquella que los sea
en los términos del artículo 100 de la Ley de Mercado de Valores.
DECIMOTERCERO: Comunicaciones.-
C4-13
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

Todas las comunicaciones entre las partes deberán hacerse por medios
escritos o correos electrónicos, salvo aquellas comunicaciones que deban ser
despachadas mediante carta certificada conforme al presente Contrato, y
deberán dirigirse a los siguientes destinatarios, o aquellos otros destinatarios
o medios que las partes hayan informado previamente por escrito a la parte
contraria:
A Finning Chile:
Nombre:
________________________________
Dirección: ________________________________
Cargo: ________________________________
Correo electrónico: ____________@__________________
Nombre: _________________________________
Dirección: _________________________________
Cargo: _________________________________
Correo electrónico: ____________@___________________
Al Contratista:
Nombre:
Dirección:
Cargo:
Correo electrónico:
C4-14
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

Nombre:
Dirección:
Cargo:
Correo electrónico:
DECIMOCUARTO: Domicilio y arbitraje.-
Para todos los efectos derivados del presente Contrato, las partes fijan
domicilio especial en la Región Metropolitana, comuna de Santiago.
Cualquier dificultad o controversia que se produzca entre los contratantes
respecto de la aplicación, interpretación, duración, validez o ejecución de este
contrato o cualquier otro motivo será sometida a Arbitraje, conforme al
Reglamento Procesal de Arbitraje vigente del Centro de Arbitraje y Mediación
de Santiago.
Las partes confieren poder especial irrevocable a la Cámara de Comercio de
Santiago A.G., para que, a solicitud escrita de cualquiera de ellas, designe al
árbitro de derecho de entre los abogados integrantes del cuerpo arbitral del
Centro de Arbitraje y Mediación de Santiago, con facultades de arbitrador en
cuanto al procedimiento.
En contra de las resoluciones del árbitro no procederá recurso alguno, por lo
que las partes renuncian expresamente a ellos. El árbitro queda
especialmente facultado para resolver todo asunto relacionado con su
competencia y/o jurisdicción.
PERSONERIAS:
La personería de don xxxxx para representar a la sociedad xxxx . consta de
la escritura pública de fecha xx de xxxx del año xxx , otorgada en la Notaría
de Santiago don xxxxxxxxxxxxx.
La personería de don * para actuar en representación de xxxxxxxxxx. consta
de Acta de sesión de directorio N° 511, de fecha 28 de Abril del 2011,
reducida a escritura pública con fecha 6 de Mayo del 2011, otorgada en la
Notaría de Santiago doña María Gloria Acharán Toledo.
_______________________
C4-15
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

………………………………………………
p.p.
________________________
.
p.p.
C4-16
Exhibit C-4
Form of Initial Closing TSA –Technical Library in Antofagasta

EXHIBIT D
Form of Consignment Agreement
(See attached)
D-1
Exhibit D
Form of Consignment Agreement

EXHIBIT D
Form of Consignment Agreement
This Consignment Agreement (this “Agreement”) is entered into as of ________, 2012
(the “Effective Date”), by and between Caterpillar Global Mining LLC, a Delaware limited
liability company, on behalf of itself and its Affiliates who own Consigned Products (as defined
below) (“Seller”), and Finning International Inc., a corporation organized under the federal laws
of Canada (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a
“Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Purchase Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, Seller and Buyer have entered into that certain Master Asset Purchase
Agreement dated as of __________, 2012 (the “Purchase Agreement”), pursuant to which the
Buyer Parties will purchase from the Seller Parties certain assets relating to the Local
Distribution Businesses, as described in the Purchase Agreement; and
WHEREAS, in connection therewith, Buyer is willing to provide the services with
respect to certain Consigned Products, which will be owned by Seller, in accordance with the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, the Parties, intending to become legally bound, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as
follows.
15.01 Consigned Products.
ARTICLE XV
CONSIGNED PRODUCTS
(a) The “Consigned Products” shall consist of those portions of the Excluded
Inventory described in Schedule 1 hereto.
(b) The Consigned Products shall be located at the applicable Buyer facility set forth
in Schedule 1 hereto at all times during the Term (as defined below) and shall not be moved to
another location without Seller’s prior written consent (e.g., in connection with the sale of a
Consigned Product).
(c) The Consigned Products shall at all times be administratively segregated from
other goods either of the same or different character belonging to Buyer or any third party. All
Consigned Products shall be clearly labeled by Buyer as the property of Seller.
D-2
Exhibit D
Form of Consignment Agreement

15.02 Consignment and Sale.
(a) Consignment. The Consigned Products shall be held for sale by Buyer on
consignment.
(b) Sale. Upon Seller’s receipt from Buyer of the full purchase price for a Consigned
Product (based upon Seller’s then-current “dealer net” prices) (“Dealer Net Prices”), title to such
Consigned Product will pass directly from Seller to Buyer. Except as expressly provided in this
Section 1.02(b), title to the Consigned Products shall remain with Seller at all times.
(c) Sale at Seller’s Direction. Seller shall have the right to require Buyer to sell
Consigned Products to a Person that is outside the Territories and designated by Seller (each, a
“Seller Customer”). Upon receipt of a notice from Seller to this effect, and notwithstanding
anything contained in Section 1.04, Buyer shall promptly sell to the designated Seller Customer
the designated Consigned Products in accordance with the terms of this Agreement.
(d) Storage. At all times during consignment or the Consigned Products are under
Buyer’s custody or control, Buyer shall use commercially reasonable efforts to keep the
Consigned Products in the same condition as such Consigned Products were in on the Effective
Date and maintain such Consigned Products in the same manner as such Consigned Products
were maintained prior to the Effective Date.
(e) Withdrawals from Inventory. A Consigned Product shall be withdrawn by Buyer
from inventory only in the event of (i) the sale of a Consigned Product to a customer of Buyer or
a customer of Seller or (ii) the withdrawal of a Consigned Product by Seller as provided in
Section 1.04. When withdrawing a Consigned Product from inventory, Buyer shall at all times
withdraw the Consigned Product that has been stocked for the longest period in order to avoid
deterioration and obsolescence.
(f) Purchase Order. Buyer shall promptly originate a purchase order (or equivalent
Buyer document acceptable to Seller) for withdrawals from inventory and shall forward it to the
Seller order processing office designated by Seller. Buyer’s purchase order documents shall
identify the sale as a “Consignment Withdrawal” to distinguish it from other parts purchases.
(g) Additional Terms and Conditions. Seller’s standard terms and conditions of sale
then in effect as of the date of a sale of a Consigned Product shall apply to the sale of such
Consigned Product, except to the extent that a provision of such form directly conflicts with a
provision of this Agreement, in which case the corresponding provision of this Agreement shall
control.
15.03 Records. Buyer shall maintain up-to-date inventory records for the Consigned
Products. Seller reserves the right from time to time to have its authorized representatives (a)
inspect such records and the Consigned Products and (b) inspect the facilities in which the
Consigned Products are stored. Buyer shall provide Seller and its applicable representatives all
necessary access and assistance in carrying out such inspections.
D-3
Exhibit D
Form of Consignment Agreement

15.04 Withdrawal by Seller. Seller shall have the right to withdraw from inventory
Consigned Products (or any parts or units thereof) any time it deems it necessary by submitting
to Buyer a written notice that identifies the Consigned Products (or parts or units thereof) to be
withdrawn. Upon receipt of a withdrawal notice from Seller, Buyer shall promptly ship the
identified Consigned Product(s) (or parts or units thereof) in accordance with the terms of such
notice. Buyer shall be entitled to be reimbursed for its reasonable, actual out-of-pocket freight
expenses incurred in shipping such Consigned Product(s) (or parts or units thereof) at the
direction of Seller pursuant to this Section 1.04. If Buyer does not ship the Consigned Product(s)
as directed by Seller within three (3) Business Days of Seller’s request therefor, Buyer will
purchase such Consigned Product(s) at Seller’s then-current Dealer Net Prices and confirm such
purchase by issuing to Seller a purchase order within such three (3) Business Day period.
15.05 Consigned Product Warranty. Each Consigned Product shall be covered by
Seller’s standard retail warranty for such Consigned Product (“Consigned Product Warranty”), as
such Consigned Product Warranty may be modified by Seller and made available to Buyer from
time to time. Buyer shall make no, and shall not permit any of its agents to make any,
representation, guaranty or warranty, either express or implied, with respect to the Consigned
Products, without the express prior written consent of Seller. EXCEPT AS PROVIDED IN
THIS SECTION 1.05, AND TO THE EXTENT PERMITTED BY LAW, SELLER
EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR
REMEDIES, WHETHER EXPRESS, IMPLIED (INCLUDING ANY IMPLIED WARRANTY
ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE
OF PERFORMANCE), OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NON-INFRINGEMENT.
ARTICLE XVI
INVOICING; PAYMENT; SECURITY INTERESTS
16.01 Freight. Except as expressly provided for in Section 1.04 or 3.02(d), Buyer shall
be responsible for all freight costs incurred by Buyer in connection with the Consigned Products,
including for delivering Consigned Products that have been sold to customers of Buyer.
16.02 Pricing. The price payable by Buyer to Seller for a Consigned Product withdrawn
by Buyer shall be Seller’s Dealer Net Price in effect at the time of receipt by Seller of Buyer’s
purchase order, and full payment for such Consigned Product shall be due to Seller thirty (30)
days after Buyer withdraws such Consigned Product from inventory. If Buyer fails to pay Seller
any amount on or before the due date for such amount, Buyer shall be liable for interest on the
amount not paid until such amount is paid in full, at a rate equal to 1.5% per month (or the
maximum rate permitted by applicable law, if lower). For the avoidance of doubt, Buyer
remains free to set the price payable by a customer for the sale of a Consigned Product.
16.03 No Reimbursement. Seller shall not be responsible for any of Buyer’s costs or
expenses accrued in the course of making sales of the Consigned Products to any customer of
Buyer, including, except as expressly provided for in Sections 1.04 or 3.02(d), with respect to
freight or other shipping costs.
D-4
Exhibit D
Form of Consignment Agreement

16.04 Taxes and Fees. Except as provided in Section 2.05, Buyer shall pay all license
fees, assessments and sales, use, excise, property and other taxes now or hereafter imposed by
any governmental body or authority with respect to the possession, use, sale, transfer,
consignment, delivery or ownership of the Consigned Products.
16.05 [Goods and Services Tax/VAT Tax]. 7
16.06 Security Interests.
(a) Registration. Seller may at its expense apply for any registration, or give any
notification, in connection with a security interest created under this Agreement.
(b) Financing Statements and Other Documents. Buyer shall execute (and file if
required by Seller) such standard financing statement forms or other documents (e.g., as may be
required under UCC-1 in the United States or under corresponding regulations in other
jurisdictions required by Seller) as Seller may request to be filed with any and all jurisdictions
required by Seller evidencing Seller’s ownership of the Consigned Products, whether stored at
Buyer’s facilities or any other location, or providing Seller with more effective security over the
Consigned Products, including ensuring that such security is enforceable, perfected, registered,
has priority over competing security interests or is otherwise effective. Buyer shall, upon Seller’
request, promptly execute any extensions or continuations of such financing statements or other
documents and to file such extensions and continuations in the applicable jurisdiction’s records.
Buyer shall execute, deliver and file all public notices required by Seller, in any jurisdiction
required by Seller, to evidence Seller’s ownership of the Consigned Products. Strictly for
purposes of this Agreement, Buyer appoints Seller as its attorney-in-fact for execution on behalf
of Buyer of any financing statements that are deemed necessary by Seller in order to protect
Seller’s interests in the Consigned Products.
(c) Security Agreement. Seller shall have the right to use this Agreement as a
“security agreement” in connection with its interest in the Consigned Products.
(d) No Other Security Interest or Lien. Buyer shall not grant, and shall not permit to
be granted, any security interest or lien in the Consigned Products in favor of any person or
entity other than Seller, except with the prior written consent of Seller. Buyer shall perform all
actions requested by Seller to ensure that no security interest or lien attaches to the Consigned
Products at any Buyer facilities or other location. Buyer waives any security interest or lien that
it may now or subsequently have against the Consigned Products (whether now existing or
subsequently acquired by Buyer), whether arising by custom or common or statutory law or
otherwise, including any security interest or lien arising by reason of Buyer’s performance of its
obligations under this Agreement.
7 Applicable tax provisions to be added by local counsel, as appropriate.
D-5
Exhibit D
Form of Consignment Agreement

ARTICLE XVII
TERM AND TERMINATION
17.01 Term. The Parties’ respective rights and obligations under this Agreement shall
commence on the Effective Date and end on the date this Agreement is terminated pursuant to
Section 3.02 (the “Term”).
17.02 Expiration or Termination. Upon the second (2 nd ) anniversary of the Effective
Date (or such other date as the Parties may agree in writing):
(a) except as otherwise provided in this Agreement, the rights of Buyer hereunder
shall terminate;
(b) neither Party shall be discharged from any antecedent liability;
(c) with respect to any Consigned Products withdrawn from inventory as of the date
of such termination (except for items withdrawn by Seller pursuant to Section 1.04), Buyer shall
pay to Seller all amounts owed by Buyer to Seller as and when such payments would have
become due if termination had not occurred or within thirty (30) days after the date of such
termination, whichever occurs first; and
(d) with respect to all Consigned Products not withdrawn from inventory as of the
date of such termination, Buyer shall, within thirty (30) days after such termination, (i) purchase
any or all of such Consigned Products as desired by Buyer, at Seller’s then-current Dealer Net
Prices and pay to Seller the full purchase price therefor within such thirty (30) day period and (ii)
ship, at Seller’s expense, to a location designated by Seller (in accordance with Seller’s
instructions) all of the Consigned Products that Buyer elects not to purchase pursuant to clause
(i) above.
17.03 Reclamation of Consigned Products. In the event Buyer does not comply with the
provisions of this Agreement, Seller or its authorized representatives may, at Seller’s option, take
possession of all or any part of the Consigned Products. Buyer shall grant peaceable access to
Seller or its authorized representatives for such purpose, and Buyer warrants and represents that
it has all necessary rights to grant Seller such access. To the extent permitted by applicable law,
Seller shall have all the rights and remedies of a secured party under the Uniform Commercial
Code (or similar law of another applicable jurisdiction); provided, however, that nothing
contained in this paragraph granting such rights to Seller shall be deemed to alter the relationship
of the Parties as consignor and consignee or cause this Agreement to be construed as a sale by
Seller to Buyer of the Consigned Products. No remedy herein conferred on Seller is intended to
be exclusive and shall be in addition to every other remedy now or hereafter existing at law or in
equity or by statute or otherwise.
ARTICLE XVIII
RISK OF LOSS; INSURANCE; LIABILITY
18.01 Risk of Loss. Buyer assumes and shall be liable for all risk of loss of, or casualty
to, any and all of the Consigned Products while the Consigned Products are under consignment
D-6
Exhibit D
Form of Consignment Agreement

with Buyer to the extent such loss or casualty resulted from the negligence, gross negligence or
intentional misconduct of Buyer or any of its Affiliates, employees, representatives or agents or
breach of this Agreement by Buyer. Upon any loss of, or casualty to, a Consigned Product for
which Buyer is liable pursuant to the immediately preceding sentence, Buyer shall be
unconditionally obligated to purchase such Consigned Product for the full value thereof (based
on Seller’s then-current Dealer Net Prices), without offset or counterclaim.
18.02 Insurance. Buyer shall maintain in full force and effect a policy of insurance with
respect to all Consigned Products against any loss or casualty to the Consigned Products for an
amount not less than the full dealer net value (based on Seller’s then-current Dealer Net Prices)
of the Consigned Products. Such insurance shall provide protection against “All Risks” of direct
physical loss or other casualty and shall be carried by a reliable insurance company, as accepted
and approved by Seller. Each such policy shall (a) name Seller as an additional insured, (b)
insure the interests of Seller as they may appear, and (c) not be canceled or materially changed
without giving Seller at least thirty (30) days’ prior written notice. Buyer shall provide suitable
evidence of all such insurance to Seller upon request.
18.03 Indemnity. Buyer shall indemnify and hold harmless Seller from and against any
and all claims, actions and suits, whether groundless or otherwise, and from and against any and
all liabilities, losses, damages and expenses of every nature and character arising out of any
breach of this Agreement by Buyer or, to the extent Buyer is liable pursuant to the first sentence
of Section 4.01, arising out of Buyer’s or any third party’s receipt, handling, operation,
maintenance, use, storage, treatment or disposal of the Consigned Products while and to the
extent the Consigned Products are under consignment with Buyer.
18.04 DISCLAIMER OF LIABILITY. TO THE EXTENT PERMITTED BY LAW,
NEITHER SELLER NOR ANY OF ITS AFFILIATES, EMPLOYEES OR AGENTS SHALL
BE LIABLE FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR
INCIDENTAL DAMAGES (INCLUDING LOSS OF PROFIT, LOSS OF OPPORTUNITY,
LOSS OF BUSINESS REPUTATION OR OTHERWISE) ARISING FROM SELLER’S
PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR ARISING FROM BUYER’S USE OF THE CONSIGNED PRODUCTS,
EVEN IF FORESEEABLE OR SELLER WAS INFORMED OF THE POTENTIAL FOR
SUCH DAMAGES.
ARTICLE XIX
GENERAL PROVISIONS
19.01 Relationship of the Parties. The relationship between Seller and Buyer under this
Agreement is that of consignor and consignee. Neither Party shall have the authority or power to
bind the other Party or to contract in the name of, or create a liability against, the other Party in
any way or for any purpose.
19.02 Schedules. The Schedules to this Agreement (which are hereby incorporated
herein by reference) are an integral part of this Agreement and all references to the Agreement
shall include the Schedules and any amendments or other attachments to this Agreement.
D-7
Exhibit D
Form of Consignment Agreement

19.03 No Third-Party Beneficiaries. Nothing in this Agreement is intended or shall be
construed to entitle any Person, other than the Parties and their respective successors and
permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind.
19.04 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties as to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or written, by or on
behalf of the Parties.
19.05 Succession and Assignment. Except as otherwise expressly provided in this
Agreement, no Party may assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of the other Party. Any attempted assignment or
delegation without the required consent shall be null and void ab initio. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the Parties, their legal
representatives and their successors and assigns.
19.06 Headings. The headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement.
19.07 Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or electronic mail will be effective as delivery of a manually
executed counterpart of this Agreement.
19.08 Notices. Any notice, request, instruction or other document to be given hereunder
by a Party shall be in writing and shall be deemed to have been given (i) when received if given
in person or by courier or a courier service, (ii) on the date of transmission if sent by telex,
facsimile, electronic mail or other wire transmission (receipt confirmed) or (iii) five (5) Business
Days after being deposited in the mail, certified or registered, postage prepaid:
If to Buyer:
Finning International Inc.
10th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: David Smith
Facsimile: +1 (604) 691-6254
E-mail: david.s.smith@finning.com
with copies (which shall not constitute notice) to:
Finning International Inc.
10 th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
D-8
Exhibit D
Form of Consignment Agreement

If to Seller:
Attn: Gail Sexsmith
Facsimile: +1 (604) 691-6440
E-mail: Gail.Sexsmith@finning.com
Caterpillar Global Mining LLC
6744 S. Howell Avenue
PO Box 267
Oak Creek, Wisconsin 53154
U.S.A.
Attn: Julie Lagacy
Facsimile: +1 (414) 301-8423
E-mail: Lagacy_Julie_A@cat.com
with copies (which shall not constitute notice) to:
and
Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629
Attn: Deputy General Counsel, Commercial Section
Facsimile: +1 (309) 675-1795
E-mail: Sposato_Michael_G@cat.com
Mayer Brown LLP
71 S. Wacker Dr.
Chicago, IL 60606
Attn: John Sagan
Andrew Noreuil
Facsimile: +1 (312) 701-7711
or such other address as any Party may from time to time specify by written notice to the other
Party. Any Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.
19.09 Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the laws of the State of New York without giving effect to any
conflicts of law principles of such state that might refer the governance, construction or
interpretation of such agreements to the laws of another jurisdiction. Each Party to this
Agreement irrevocably waives the right to a trial by jury in connection with any matter arising
out of this Agreement.
19.10 Amendments and Waivers. This Agreement may be altered, amended or
modified in whole or in part at any time only by a writing signed by all the Parties. No waiver
D-9
Exhibit D
Form of Consignment Agreement

of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
19.11 Severability. In the event that any provision hereof is held to be illegal, invalid or
unenforceable in any respect, such provision shall (to the extent permitted by law) be construed
by modifying or limiting it so as to be legal, valid and enforceable to the maximum extent
compatible with, and possible under, applicable Legal Requirements. The provisions hereof are
severable, and in the event any provision hereof should be held illegal, invalid or unenforceable
in any respect, it shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.
19.12 Construction.
(a) Each of the Parties and their respective counsel have reviewed and negotiated this
Agreement. Any rule of construction against the Party preparing this Agreement is hereby
waived.
(b) Section and subsection headings are not to be considered part of this Agreement,
are included solely for convenience, are not intended to be full or accurate descriptions of the
content of the Sections or subsections of this Agreement and shall not affect the construction
hereof.
(c) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer
to this Agreement as a whole and not to any particular Section or provision of this Agreement,
and reference to a particular Section of this Agreement shall include all subsections thereof.
(d) Definitions shall be equally applicable to both the singular and plural forms of the
terms defined, and references to the masculine, feminine or neuter gender shall include each
other gender.
(e) The word “including” and “include” shall be deemed to be followed by the phrase
“without limitation.”
(f) Any reference to “$” or “dollars” shall mean United States dollars, and all
payments required by any Party hereunder shall be made in United States dollars.
(g) Any reference to any Legal Requirement shall mean such Legal Requirement as
amended and in effect as of any time of determination.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
D-10
Exhibit D
Form of Consignment Agreement

Date.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
CATERPILLAR GLOBAL MINING LLC
By:_______________________________________
Name: ____________________________________
Title: _____________________________________
FINNING INTERNATIONAL INC.
By:______________________________________
Name: ___________________________________
Title: ____________________________________
[Signature Page to Consignment Agreement – Initial Closing]
D-11
Exhibit D
Form of Consignment Agreement

Schedule 1
Consigned Products
Part No. Quantity Location Description “Red” or “Yellow”
Inventory
[End of Schedule 1 to Consignment Agreement – Initial Closing]
D-12
Exhibit D
Form of Consignment Agreement

EXHIBIT E
Accounting Principles
(See attached)
E-1
Exhibit E
Accounting Principles

EXHIBIT E
Accounting Principles
**Capitalized terms used but not defined in this Exhibit E have the meaning set forth in
the Master Asset Purchase Agreement to which this Exhibit E is attached.
1. Initial Closing Inventory Count.
a. The Initial Closing Inventory Count shall be conducted beginning up to 30 days
prior to the Initial Closing according to the following principles:
i. Acquired WIP inventory will not be included in the Initial Closing
Inventory Count. Each Acquired WIP work order will be individually
reviewed and reconciled to the actual parts, labor and subcontract material
on the order. Any adjustments resulting from this reconciliation process
will be posted in the system prior to the creation of the final Acquired WIP
inventory value that will be transferred.
ii. Seller will count and reconcile 70% of the value of the Initial Closing
Acquired Inventory, excluding Acquired WIP, at Seller’s facility(s).
iii. Seller will count and reconcile an additional 10% of the remaining part
numbers of Initial Closing Acquired Inventory, selected at random and
excluding Acquired WIP, not included in section (ii) above.
iv. In the event the inventory counts conducted pursuant to sections (ii) and
(iii) above result in a net adjustment in excess of 3% or a gross adjustment
in excess of 8%, Seller will count and reconcile an additional 10% of the
value of the Initial Closing Acquired Inventory, excluding Acquired WIP,
at Seller’s facility(s) that was not counted pursuant to section (ii) or (iii)
above.
v. In the event the inventory counts conducted pursuant to sections (ii), (iii)
and (iv) above result in a net adjustment in excess of 3% or a gross
adjustment in excess of 8%, then, at Seller’s option (after consulting in
good faith with Buyer), (A) Seller will count and reconcile all remaining
Initial Closing Acquired Inventory not counted pursuant to section (ii),
(iii) or (iv) above or (B) Seller will reconcile all remaining Initial Closing
Acquired Inventory at Seller’s facilities not counted pursuant to section
(ii), (iii) or (iv) above by applying to such remaining inventories the net
adjustment rate resulting from the inventory counts conducted pursuant to
sections (ii), (iii) and (iv) above.
vi. Seller will count and reconcile 60% of the value of the Initial Closing
Acquired Inventory at consignment locations (customer mine sites).
E-2
Exhibit E
Accounting Principles

vii. Seller will request mine site personnel count the remaining Initial Closing
Acquired Inventory at consignment locations not counted in section (vi)
above. Seller will then reconcile the counts.
viii. At least two weeks prior to the start of the counts, Seller will share with
Buyer the written count procedures that will be followed at each location.
ix. Buyer will be allowed to send its own employees, employees of its
appointed representatives, or both to observe the counts at any or all
locations. They will be responsible for all their own travel and lodging
arrangements based on the schedule Seller provides to them.
x. Seller will provide Buyer with the final fully reconciled count quantities
by individual part number within 10 Business Days of completion of the
count.
xi. Three days prior to the Initial Closing Date, Seller will generate the listing
of Initial Closing Acquired Inventory (including the current draft of the
WIP Schedule as of such date) from the systems that Buyer will use to
load the inventory data into its system and Seller will use to remove the
inventory from its system. Included with this listing will be a
reconciliation from the quantities provided in the list from section (x)
above plus receipts less shipments to arrive at the final quantity of each
part number being transferred.
xii. All Excluded Inventory will be physically tagged before the Initial
Closing. It is intended that Excluded Inventory will include all scrap,
obsolete and slow moving inventory as determined by the parties working
cooperatively together leading up to and during the inventory count
process and having regard to a number of factors including the Midpoint
Target Initial Closing Working Capital and Buyer’s forecasted needs for
Acquired Inventory on Closing to support the Initial Closing Business.
xiii. Excluded Inventory will continue to be physically held by Buyer after the
Initial Closing according to the terms of the Consignment Agreement.
2. Initial Closing Net Working Capital.
a. Acquired Inventories. For purposes of determining the Initial Closing Net
Working Capital, each item of Initial Closing Acquired Inventory (based upon the
Initial Closing Inventory Count) will be valued at the expected “dealer net
pricing” for such item of Initial Closing Acquired Inventory. Seller will provide
Buyer with a file (the “Allied Supplier File”) setting forth the dealer net pricing
for purposes of the calculation of Initial Closing Net Working Capital for all
possible parts that could be transferred. For avoidance of doubt, for any spare
parts inventory and any parts included in work-in-process orders that transfer to
Buyer, the value to transfer for purposes of Initial Closing Net Working Capital
E-3
Exhibit E
Accounting Principles

will be at dealer net pricing calculated as the aggregate number of units counted in
spare parts plus the number of units allocated to work-in-process orders, the sum
of which is then multiplied by the individual unit value at dealer net price as
agreed between Buyer and Seller in the Allied Supplier File. Any Initial Closing
Acquired Inventory will be included in Initial Closing Net Working Capital at full
value and no inventory reserves for excess, obsolete, or slow moving inventory
will be included in the calculation. In the event that prior to the Initial Closing
Date, Buyer and Seller mutually determine that the aggregate value of the Initial
Closing Acquired Inventories and the Initial Closing Other Current Assets would
exceed the Midpoint Target Initial Closing Working Capital, Seller and Buyer
shall reduce the amount of the Initial Closing Acquired Inventories by an amount
equal to no less than the amount of such excess, by agreeing on specific or
categories of items to exclude from Initial Closing Acquired Inventories and such
items or categories of items shall be deemed to be Excluded Inventory.
b. Initial Closing Acquired Other Current Assets. For purposes of determining the
Initial Closing Net Working Capital, the value of any Initial Closing Acquired
Other Current Assets will be determined in accordance with US GAAP.
3. Accrued Employee Entitlements. The amount of the Accrued Initial Closing Employee
Entitlements, Accrued Initial Closing Bonus Entitlements, and Initial Closing Severance
Entitlements will be determined in accordance with the accounting policies and principles
of Seller and its Affiliates currently used for calculating accrued but unpaid Initial
Closing Employee Entitlements, Initial Closing Bonus Entitlements and Initial Closing
Severance Amounts, respectively, applied on a consistent basis, and in accordance with
applicable Legal Requirements.
4. Foreign Currency and Exchange Considerations.
a. For purposes of Initial Closing Net Working Capital, any non U.S. dollar values,
including non U.S. dollar denominated assets and liabilities, will be translated into
U.S. dollar values using the relevant WMR Fixing exchange rate set on the last
Business Day of the month prior to the Initial Closing Date as published by the
Financial Times on the first Business Day of the month of the Initial Closing.
b. For purposes of Accrued Initial Closing Employee Entitlements, Accrued Initial
Closing Bonus Entitlements, and Initial Closing Severance Entitlements, any non
U.S. dollar values, including non U.S. dollar denominated assets and liabilities,
will be translated into U.S. dollar values using the average of (i) the relevant
WMR Fixing exchange rate set on the last Business Day of the month prior to the
Initial Closing Date as published by the Financial Times on the first Business Day
and (ii) the relevant WMR Fixing exchange rate set on the Business Day prior to
the date that payment is made pursuant to Section 1.2(b)(v), (vi) and (vii).
5. Acquired WIP. Acquired WIP will be counted in accordance with the process outlined in
section 1(a)(i) above. All categories of Acquired WIP shall be calculated as the sum of
E-4
Exhibit E
Accounting Principles

the parts consumed, the work-in-process labor and all subcontract work receipted to the
work order to arrive at a dealer net value for such Acquired WIP.
E-5
Exhibit E
Accounting Principles

EXHIBIT F
Form of WIP Schedule
(See attached)
F-1
Exhibit F
Form of WIP Schedule

Work Order
Created
From SAP
BAAN
Pronto
Current
Work
Order No.
Open Date Customer
No.
Customer
Name
Customer
Purchase
Order No.
Mandatory Mandatory Mandatory Mandatory Mandatory Mandatory If
Available;
Else
default ‐
'ZZZZ'
EXHIBIT F
Form of WIP Schedule
Model Serial No. Equipment
No.
If
Available;
Else
default ‐
'ZZZZ'
F-2
If
Available;
Else
default ‐
'ZZZZ'
Job
Description
Component
Description
Mandatory Same as Job
Description
Total
Labour
Hours YTD
If
Applicable;
Else
default ‐
'ZZZZ'
Total
Labour
Value YTD
@ Dealer
Net
Total Parts
Value @
Dealer Net
Exhibit F
Form of WIP Schedule
Total
Miscellaneous
Value @
Dealer Net
Mandatory Mandatory If Applicable;
Else default ‐
'ZZZZ'
T
C
V
If
A
E
d
'Z

EXHIBIT G
Retained WIP and Retained Orders TSAs Principles
(See attached)
G-1
Exhibit G
Retained WIP and Retained Orders TSAs Principles

EXHIBIT G
Retained WIP and Retained Orders TSAs Principles
1. Retained WIP and Retained Orders TSAs will be effected as purchase orders issued from
Seller or the applicable Seller Party to Buyer or the applicable Buyer Party on the
standard terms and conditions for similar arrangements between Seller’s Affiliates (other
than the Bucyrus Entities) and their dealers, as of the Initial Closing Date or Canada
Closing Date, as applicable.
2. Labor and shop supplies (and disposal fees) to be billed on a time-incurred basis at the
“Sell Labor Rate” as defined in the global service warranty guide as in effect from time to
time.
3. Parts to be billed at the applicable customer list prices.
G-2
Exhibit G
Retained WIP and Retained Orders TSAs Principles

Canada
EXHIBIT Z
Relevant Antitrust Jurisdictions
Z-1
Exhibit Z
Relevant Antitrust Jurisdiction

SCHEDULES
TO
MASTER ASSET PURCHASE AGREEMENT
BY AND BETWEEN
CATERPILLAR GLOBAL MINING LLC
and
FINNING INTERNATIONAL INC.
January 17, 2012
Schedules

INTRODUCTION
These Schedules have been prepared and delivered in accordance with the Master Asset
Purchase Agreement (the “Agreement”), dated as of January 17, 2012, by and between
Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.), a limited liability company
organized under the laws of Delaware (“Seller”), and Finning International Inc., a corporation
organized under the federal laws of Canada (“Buyer”). Capitalized terms used and not otherwise
defined herein shall have the meanings given to such terms in the Agreement. The headings
used in these Schedules are included solely for convenience, are not intended to be full or
accurate descriptions of the content of the sections of any schedule and shall not affect the
construction or interpretation thereof.
SCHEDULES Page
Schedule A Certain Bucyrus Entities............................................................................................1
Schedule B Products ..................................................................................................................... 3
Schedule 1.1(a) Acquired Assets .................................................................................................. 5
Schedule 1.1(b) Excluded Assets................................................................................................65
Schedule 1.3(a) Certain Assumed Liabilities.............................................................................. 69
Schedule 1.3(b) Scheduled Matters ............................................................................................ 70
Schedule 1.4 Preliminary Allocation of Purchase Price ............................................................. 71
Schedule 2.2(b)(iv) Liens to be Discharged ............................................................................... 72
Schedule 6.6(a) Employees......................................................................................................... 73
Schedule 6.7(a) MARCs ............................................................................................................. 74
Schedule 6.7(b) MARC Integration Contract Support Principles .............................................. 76
Schedule 6.8 Warranty Matters................................................................................................... 77
Schedule 6.13(a) Shared Contracts........................................................................................... 112
Schedule 6.18 Transferred Prime Product Orders .................................................................... 113
Schedules

Schedule A
Certain Bucyrus Entities
Without limitation of any other entities that may constitute Bucyrus Entities pursuant to the
Agreement, the following shall constitute Bucyrus Entities:
1. PT Bucyrus Indonesia
2. Wisconsin Holdings Pty. Ltd. and the following direct and indirect subsidiaries thereof:
Bucyrus Australia Underground Holdings Pty. Ltd.
Bucyrus Australia Underground Pty. Ltd.
Bucyrus Australia Underground LAD Pty. Ltd.
Bucyrus (Australia) Surface Pty. Ltd.
Bucyrus Mining Australia Pty. Ltd.
O&K Australia Pty. Ltd.
3. Bucyrus Central Asia, LLC
4. Bucyrus Botswana Proprietary Limited
5. Bucyrus International Hong Kong Limited and the following direct and indirect
subsidiaries thereof:
Bucyrus (Huainan) Machinery Co. Ltd.
Tangshan DBT Machinery Co. Ltd.
6. Bucyrus Colombia S.A.S.
7. Bucyrus Holdings GmbH and the following direct and indirect subsidiaries thereof:
Bucyrus Germany Holdings GmbH
Bucyrus HEX GmbH
Bucyrus Europe GmbH
Bucyrus Africa Underground (Proprietary) Ltd.
Bucyrus UK Limited
Bucyrus Czech Republic, a.s.
Bucyrus (Langfang) Machinery Co. Ltd.
Bucyrus Europe Holdings Limited
Bucyrus Europe Limited
Halco Holdings Limited
Halco Group Limited
HSA Drilling Equipment (Pty) Ltd.
Halco Rock Tools Limited
Halco Drilling (Ireland) Limited
White Line Plant Limited
DPM Gesellschaft fur deutsch-poinischen Maschinenhandel und Leasing GmbH
Bucyrus Polska Sp. z.o.o.
KCT Karam Chand Thapar & Bros (Coal Sales) Ltd.
OOO Bucyrus Mining
OOO Bucyrus Ukraine
8. BI Hong Kong AFC Manufacturing Holding Co. Ltd.
- 1 -
Schedule A
Certain Bycyrus Entities

9. Bucyrus (Brasil) Ltda. and the following direct and indirect subsidiaries thereof:
Bucyrus Equipamentos de Mineracao Ltda.
10. Bucyrus India Private Limited
11. Caterpillar Mining Canada ULC (f/k/a Bucyrus Canada Limited) and the following direct
and indirect subsidiaries thereof:
Bucyrus Canada Acquisition, Ltd.
12. Superior Highwall Miners BV
13. Bucyrus International (Chile) Limitada
14. Bucyrus Mining Equipment LLC
- 2 -
Schedule A
Certain Bycyrus Entities

Schedule B
Products
- 3 -
Schedule B
Products

- 4 -
Schedule B
Products

I. Acquired Inventory
Schedule 1.1(a)
Acquired Assets
A. Except as are sold or otherwise disposed of in the ordinary course of business prior to the
Initial Closing or the Canada Closing (as applicable):
1. The raw materials, finished goods, spare parts and Acquired WIP inventories of Seller
or the applicable Seller Party used in or held for use in the Local Distribution
Businesses and located at, or in transit within the Territory with a delivery point of, the
Acquired Real Property or on consignment at customer mine sites in the Territories
pursuant to an Assumed Contract (in each case excluding any Excluded Inventory).
For purposes of the definition of Acquired WIP, the other work-in-process inventories
include:
• repair/minor build/rebuild work-in-process inventories
• field service and product support work-in-process inventories
• service exchange work-in-process inventories
• “MARC” work-in-process inventories
For the avoidance of doubt, the Initial Closing Acquired WIP shall be as conclusively
set forth on the WIP Schedule delivered pursuant to Section 2.2(b)(viii) of the
Agreement and the Canada Acquired WIP shall be as conclusively set forth on the
WIP Schedule delivered pursuant to Section 2.2(b)(iv) of the Canada Asset Purchase
Agreement.
2. The items listed in Appendix I to this Schedule 1.1(a).
II. Acquired Equipment
1. All items of machinery, equipment, tools, materials and other items of tangible
personal property owned by Seller or the applicable Seller Party and used or held for
use in the Local Distribution Businesses and located at the Acquired Real Property (in
each case excluding any inventories or Excluded Equipment).
2. Rights to the following owned or leased equipment and other personal property, to the
extent transferrable:
- 5 -
Schedule 1.1(a)
Acquired Assets

1. 2008 Toyota Pickup located in Argentina
2. Tos-SK Vertical Lathe Model SK25 / ZM311 located at Ruta 5 Norte, Km. 1357,
Bodega 12B, Sector La Negra, Antofagasta
3. The items listed in Appendix II to this Schedule 1.1(a).
III. Assumed Contracts
Canada Territories
Seller/Seller Party Buyer/Buyer Party Contract
A. Real Property Leases
1. See Canada items listed on Schedule 1.1(a)(IV).
B. Customer Agreements
1. Caterpillar Mining
Canada ULC
2. Caterpillar Mining
Canada ULC
3. Caterpillar Mining
Canada ULC
4. Caterpillar Mining
Canada ULC
5. Caterpillar Global
Mining LLC
6. Caterpillar Global
Mining LLC
7. Caterpillar Global
Mining LLC
8. Caterpillar Global
Mining LLC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
All orders or other obligations relating to Acquired WIP.
Parts Consignment Agreement, dated June 20, 2007, between
Bucyrus Canada Limited and North American Construction
Corp., as amended December 22, 2010, March 31, 2011, and
May 31, 2011.
Amended and Restated Agreement #51006369 (formerly
51005737-OB), dated September 1, 2010, between Bucyrus
Canada Limited and Shell Canada Energy.
Maintenance Services, Training and Support for Bucyrus
Electric Shovels, Contract # A2231438, dated January 15,
2010, between Bucyrus Canada Limited and Imperial Oil
Resources Ventures Limited.
Purchase Order Change for PO 4500648508, dated April 8,
2010, between Bucyrus International, Inc. and Suncor Energy
Oil Sands Limited Partnership.
Purchase Order Change for PO 4500648510, dated April 8,
2010, between Bucyrus International, Inc. and Suncor Energy
Oil Sands Limited Partnership.
Standard Equipment Purchase Agreement, dated May 27,
2008, between Bucyrus International, Inc. and Taseko Mines
Limited.
Gibraltar Mines Ltd. Purchase Order Terms and Conditions,
dated May 24, 2011.
- 6 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer Party Contract
9. Caterpillar Global
Mining LLC
10. Caterpillar Global
Mining LLC
11. Caterpillar Global
Mining LLC
12. Caterpillar Global
Mining LLC
13. Caterpillar Mining
Canada ULC
14. Caterpillar Mining
Canada ULC
15. Caterpillar Mining
Canada ULC
16. Caterpillar Mining
Canada ULC
17. Caterpillar Mining
Canada ULC
18. Caterpillar Mining
Canada ULC
19. Caterpillar Mining
Canada ULC and
Caterpillar Global
Mining LLC
20. Caterpillar Mining
Canada ULC
21. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Standard Equipment Purchase Agreement, dated May 27,
2008, between Bucyrus International, Inc. and Taseko Mines
Limited.
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
.
Purchase Order, dated May 31, 2011, between Bucyrus
International, Inc. and Teck Coal Ltd.
Service Agreement, dated April 23, 2010, between Bucyrus
Canada Limited and Sherritt Coal – Paintearth Mine.
Parts Inventory Agreement, dated April 5, 2006, between
Bucyrus Canada Limited and Syncrude Canada Limited.
Consigned Stock Agreement, dated March 8, 2010, between
Bucyrus Canada Limited and Gibraltar Mines Ltd.
Contract Change Orders, dated August 31, 2010, between
Bucyrus Canada Limited and Canadian Natural Resources
Limited.
[Redacted reference to confidential customer contract]
Mobile Mining Equipment Supply and Erection Contract,
dated November 15, 2006, between O&K Orenstein &
Koppel Inc. and Canadian Natural Resources Limited.
[Redacted reference to confidential customer contract]
.
Equipment Supply Agreement, dated June 15, 2010, between
Bucyrus Canada Limited and TransAlta Generation
Partnership.
Sales Order Acknowledgement (Bucyrus Sales Order #:
C036728), dated March 29, 2010, between O&K Orenstein &
- 7 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer Party Contract
22. Caterpillar Mining
Canada ULC
23. Caterpillar Mining
Canada ULC and
Caterpillar Global
Mining LLC
24. Caterpillar Mining
Canada ULC
25. Caterpillar Mining
Canada ULC and
Caterpillar Global
Mining LLC
26. Caterpillar Mining
Canada ULC
27. Caterpillar Global
Mining LLC
28. Caterpillar Mining
Canada ULC
29. Caterpillar Mining
Canada ULC
30. Caterpillar Mining
Canada ULC
31. Caterpillar Mining
Canada ULC
32. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Koppel, Inc. and Pelly Construction Limited.
Letter regarding Quotation Inquiry for Racks, Rails and
Rollers, dated April 1, 2008, from Bucyrus Canada Limited
to Prairie Mines & Royalty Ltd.
Parts Agreement, dated May 1, 2009, between Bucyrus
Canada Limited and Bucyrus International, Inc. and Shell
Canada Energy, as amended by Amending Agreement CMS
0900895, dated May 1, 2011.
[Redacted reference to confidential customer contract]
Purchase of Equipment and Commissioning Contract:
Purchase 495HF Cable Shovel 2008, Contract No.
4600006339, dated December 24, 2008, by and among
Bucyrus International, Inc., Bucyrus Canada Limited and
Suncor Energy Inc. as agent for Suncor Energy Oil Sands
Limited Partnership, as amended by Change Order Nos. 1
through 13, dated June 9, 2009, August 26, 2009, September
4, 2009, September 30, 2009, November 11, 2005, January 4,
2010, March 1, 2010, July 15, 2010, July 15, 2010, April 14,
2011, April 14, 2011, April 14, 2011, and June 2, 2011
respectively.
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
Sales Order Acknowledgement, dated February 7, 2011,
between Bucyrus Canada Limited and Pelly Construction
Limited.
- 8 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer Party Contract
33. Caterpillar Mining
Canada ULC
34. Caterpillar Mining
Canada ULC
35. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
C. Equipment and Other Personal Property
1. Caterpillar Mining
Canada ULC
2. Caterpillar Mining
Canada ULC
3. Caterpillar Mining
Canada ULC
4. Caterpillar Mining
Canada ULC
5. Caterpillar Mining
Canada ULC
6. Caterpillar Mining
Canada ULC
7. Caterpillar Mining
Canada ULC
8. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Purchase order, dated May 19, 2005, between Terex and
Prairie Mines & Royalty Ltd., assumed by Bucyrus Canada
Limited December 26, 2008.
Letter, dated May 18, 2010 from Bucyrus International to
Ledcor, CMI Ltd.
Unwritten Consignment Agreement for Coal Valley HEX,
between Bucyrus Canada Limited and Equipment Sales and
Service.
Revised Lease Proposal and Revised Lease Proposal
Certificate of Acceptance, dated May 14, 2007, between
Bucyrus Canada Limited and ABN-AMRO Leasing, a
division of ABN AMRO Bank N.V., Canada Branch (lease of
Ford F550, F150 and F350 vehicles).
Master Lease Agreement, dated July 16, 2007, between
Bucyrus Canada Limited and ABN AMRO Leasing, a
division of ABN AMRO Bank N.V., Canada Branch, as
amended August 17, 2007 (lease of Ford F550, F150 and
F350 vehicles).
Equipment Rental Rates of Centurion Energy Services Ltd.,
(lease of equipment including tool cribs, calibration/valve
trailers, and wobbleometers).
Contract No: 200-1847358-019, dated November 12, 2008,
between Bucyrus Canada Limited and Dell Financial
Services Canada Limited (lease of computers).
Rental Agreement No. C57008, dated July 20, 2010, between
Bucyrus Canada Limited and Leavitt Machinery General
Partnership (lease of a Jungheinrich ETR320 lift truck (S/N
91037468) with electric engine and other attachments).
Contract No: 200-1847358-015, -016, -017, -018, -019, and -
020, dated March 3, 2008; April 16, 2008; August 8, 2008;
November 10, 2008; November 12, 2008; May 22, 2009,
between Bucyrus Canada Limited and Dell Financial
Services Canada Limited (lease of computer equipment).
Lease and Service Agreement, Lease 1 dated February 22,
2005; Lease 2 undated, Lease 3 dated August 4, 2005; Lease
4 undated, between Bucyrus Canada Limited and Konica
Minolta Business Solutions (Canada) Ltd.
Lease 9033286, dated October 20, 2008, between Bucyrus
Canada Limited and Pitney Bowes for mail service
- 9 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer Party Contract
9. Caterpillar Mining
Canada ULC
10. Caterpillar Mining
Canada ULC
11. Caterpillar Mining
Canada ULC
12. Caterpillar Mining
Canada ULC
13. Caterpillar Mining
Canada ULC
14. Caterpillar Mining
Canada ULC
15. Caterpillar Mining
Canada ULC
16. Caterpillar Mining
Canada ULC
17. Caterpillar Mining
Canada ULC
18. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
equipment.
Scotia Leasing Progress Payment Agreement LID # 59762,
dated May 21, 2010, between Bucyrus Canada Limited and
The Bank of Nova Scotia, establishing a lease facility of
CDN $500,000.00 for acquisition of Dell laptops and
desktops with software, and Schedule of equipment.
Rental Agreement, dated March 26, 2009, between Bucyrus
Canada Limited and Leavitt Machinery General Partnership
(lease of 3 units of CAT Model P6000-LP lift trucks with
propane engines and other attachments (S/Ns AT13F10189,
AT13F10198, AT13F10211).
Rental Agreement, dated March 26, 2009, between Bucyrus
Canada Limited and Leavitt Machinery General Partnership
(lease of CAT GP40KL lift truck with propane engine and
other attachments (S/N AT29C70248).
Rental Agreement, dated March 26, 2009, between Bucyrus
Canada Limited and Leavitt Machinery General Partnership
(lease of CAT C3500-LP lift truck with propane engine and
other attachments (S/N AT81F00993).
Rental Agreement, dated March 26, 2009, between Bucyrus
Canada Limited and Leavitt Machinery General Partnership
(lease of Mitsubishi FD135 lift truck with diesel engine and
other attachments (S/N F15C60032).
Rental Agreement, dated March 26, 2009, between Bucyrus
Canada Limited and Leavitt Machinery General Partnership
(lease of a CAT 262C lift truck with diesel engine and other
attachments (S/N MST00884).
Rental Agreement, dated March 26, 2009, between Bucyrus
Canada Limited and Leavitt Machinery General Partnership
(lease for a Taylor T300M lift truck with diesel engine and
other attachments (S/N S-BF-34187).
Lease Agreement, dated December 8, 2008, between O&K
Orenstein & Koppel Inc and Valiant Financial Services (lease
of a 2008 Mitsubishi FG50K forklift (S/N AF33B60255).
Lease Agreement, dated January 5, 2009, between O&K
Orenstein & Koppel Inc. and Roynat Inc. (lease of 2006
Hyster H280HD Industrial Lift Truck (S/N G007E02853D).
Lease Agreement No. 41042, dated February 26, 2008,
between O&K Orenstein & Koppel Inc. DBA Terex Mining
and Valiant Financial Services Inc. (lease of Taylor TX-
360M Industrial forklift with attachments (S/N S-GF-34798).
- 10 -
Schedule 1.1(a)
Acquired Assets

D. Other
Seller/Seller Party Buyer/Buyer Party Contract
1. Caterpillar Mining
Canada ULC
2. Caterpillar Mining
Canada ULC
3. Caterpillar Mining
Canada ULC
4. Caterpillar Mining
Canada ULC
5. Caterpillar Mining
Canada ULC
6. Caterpillar Mining
Canada ULC
7. Caterpillar Mining
Canada ULC
8. Caterpillar Mining
Canada ULC
9. Caterpillar Mining
Canada ULC
10. Caterpillar Mining
Canada ULC
11. Caterpillar Mining
Canada ULC
12. Caterpillar Mining
Canada ULC
13. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Centurion Energy Services Ltd. 2010 Bucyrus Labour Rates
for Electrical.
Centurion Energy Services Ltd. 2010 Bucyrus Labour Rates
for HET’s.
Centurion Energy Services Ltd. 2010 Bucyrus Labour Rates
for Welders/Labourer’s.
Bell Mobility Corporate Account Agreement, dated July 29,
2009, between Bucyrus Canada Limited and Bell Mobility
Inc.
Rogers Enterprise Customer Agreement, undated, between
Bucyrus Canada Limited and Rogers Communications
Partnership.
TeraGo Service Agreement: InterCity VLAN, dated June 25,
2007, between Bucyrus Canada Limited and TeraGo
Networks Inc.
Letter Re: Price Change for Telephone Answering Service,
dated May 4, 2011, from Compage Communications Group
Ltd. to Bucyrus Canada Limited.
Security Contract, dated April 29, 2011, between Bucyrus
Canada Limited and Beretta Protective Services International
Inc.
Honeywell Home and Building Control Service Agreement
No. 429036, dated February 27, 2002, between Bucyrus
Canada Limited and Honeywell Inc.
Letter Re: Honeywell Agreement #040219036, dated January
15, 2008, to Bucyrus Canada Limited from Honeywell
Building Solutions.
Maintenance Agreement, dated December 6, 2007, between
O&K Orenstein & Koppel, Inc. and Leavitt Machinery
General Partnership (maintenance and repair of certain
forklift vehicles listed in Appendix A).
Amendment Number Twelve to Accommodations Complex
Agreement, dated June 30, 2011, between Bucyrus Canada
Limited and Creeburn Lake Lodge Limited Partnership.
2011 Corporate Rate Agreement, dated January 5, 2011,
between Bucyrus Canada Limited and Executive Royal Inn
Hotel & Conference Center West Edmonton.
- 11 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer Party Contract
14. Caterpillar Mining
Canada ULC
15. Caterpillar Mining
Canada ULC
16. Caterpillar Mining
Canada ULC
17. Caterpillar Mining
Canada ULC
18. Caterpillar Mining
Canada ULC
19. Caterpillar Mining
Canada ULC
20. Caterpillar Mining
Canada ULC
21. Caterpillar Mining
Canada ULC
22. Caterpillar Mining
Canada ULC
23. Caterpillar Mining
Canada ULC
24. Caterpillar Mining
Canada ULC
25. Caterpillar Mining
Canada ULC
26. Caterpillar Mining
Canada ULC
27. Caterpillar Mining
Canada ULC
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
Finning International
Inc.
License Agreement, dated May 6, 2009, between Bucyrus
Canada Limited and Flanders Electric of Canada LLC.
[Redacted reference to confidential contract]
Letter Re: 2011- 2012 Preferred Corporate Rate, dated
February 14, 2011, between Bucyrus Canada Limited and
Sawridge Inn and Conference Centre Fort McMurray .
Client Service Agreement, dated July 31, 2009, between
Bucyrus Canada Limited and Shred-it.
Client Service Agreement, undated, between Bucyrus Canada
Limited and Shred-it.
Customer Service Agreement, dated April 10, 2008, between
Terex Mining and Waste Management of Canada
Corporation.
Purchase Order (No. 4500894183), dated June 9, 2011,
between Bucyrus Canada Limited and Do-All Landscape
Ltd.
Purchase Order (No. 4500813162), dated February 4, 2011,
between Bucyrus Canada Limited and Aramark Canada Ltd.
Aquamark Water Cooler Agreement, dated September 1,
2009, between Bucyrus Canada Limited and Aramark
Refreshment Services, a Division of Aramark Canada Ltd.
Vending and Beverage Service Agreement, dated September
1, 2009, between Bucyrus Canada Limited and Aramark
Refreshment Services, a Division of Aramark Canada Ltd.
Beverage Service Agreement, dated July 19, 2010, between
Bucyrus Canada Limited and Aramark Refreshment Services,
a Division of Aramark Canada Ltd.
Customer Service Agreements, dated August 11, 2005, May
5, 2005, and April 4, 2006 between Bucyrus Canada Limited
and Waste Management of Canada Corporation.
Customer Service Agreement No. CS508964, dated July 28,
2010, between Bucyrus Canada Limited and Waste
Management of Canada Corporation.
Purchase Order, dated July 9, 2011, between Bucyrus Canada
Limited and D Laundromat & Coveral.
- 12 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer Party Contract
28. Caterpillar Mining
Canada ULC
Finning International
Inc.
Bid Work Sheet, dated August 24, 2011, between Bucyrus
Canada Limited and Jan-Dan Custodial Services Inc.
29. Shared Contracts: See the items marked with a double asterisk (**) listed on Schedule 6.13(a).
Initial Closing Territories
Seller/Seller Party Buyer/Buyer
Party
A. HR, Employment, Benefits & Labor
Contract
1. By operation of law, Buyer will assume the legal position of the Seller as the Employer for all legal, regulatory
and contractual effects related to the Initial Closing Employees, including the following:
[Redacted references to confidential employment contracts and names of employees]
2. Retention bonus agreements with five employees, totaling $250,000, and payable upon termination without
cause within one year of the Initial Closing Date.
B. Real Property Leases
1. See Chile items listed on Schedule 1.1(a)(IV).
C. Customer Agreements
1. Caterpillar Global
Mining LLC
2. Caterpillar Global
Mining LLC
3. Caterpillar Global
Mining LLC
4. Caterpillar Global
Mining LLC
5. Caterpillar Global
Mining LLC
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
All orders or other obligations relating to Acquired WIP.
Contract 8600003948, dated December 1, 2009, between
Bucyrus International, Inc. and Minera Escondida Limitada.
Purchase Order 6200738870, dated December 2, 2009,
between Bucyrus International, Inc. and Minera Escondida
Limitada.
Purchase Order 6200738876, dated December 2, 2009,
between Bucyrus International, Inc. and Minera Escondida
Limitada.
Purchase Order 6200416082, dated September 8, 2006,
between Bucyrus International, Inc. and Minera Escondida
- 13 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
6. Caterpillar Global
Mining LLC
7. Caterpillar Global
Mining LLC
8. Caterpillar Global
Mining LLC
9. Caterpillar Global
Mining LLC
10. Caterpillar Global
Mining LLC
11. Caterpillar Global
Mining LLC
12. Caterpillar Global
Mining LLC
13. Caterpillar Global
Mining LLC
14. Caterpillar Global
Mining LLC
15. Caterpillar Global
Mining LLC and
Bucyrus International
(Chile) Limitada
16. Caterpillar Global
Mining LLC
17. Bucyrus International
(Chile) Limitada
18. Caterpillar Global
Mining LLC
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Limitada.
Purchase Order 6200XXXXXX, dated March 7, 2005, between
Bucyrus International, Inc. and Minera Escondida Limitada.
Purchase Order 6200745762 dated December 29, 2009,
between Bucyrus International, Inc. and Minera Escondida
Limitada.
Purchase Order 6200745763, dated December 29, 2009,
between Bucyrus International, Inc. and Minera Escondida
Limitada.
Contract Number 8600001885, dated November 18, 2008,
between Bucyrus International, Inc. and Minera Escondida
Limitada.
Contract 8600004102, dated November 6, 2009, between
Bucyrus International, Inc. and Minera Escondida Limitada.
Purchase Order 71585 US and Letter, dated August 17, 2010,
between Bucyrus International, Inc. and Minera Quadra Chile
Limitada.
Purchase Order 71586 US and Letter, dated August 17, 2010,
between Bucyrus International, Inc. and Minera Quadra Chile
Limitada.
495HR Electric Rope Shovel Price Escalation Formula, as of
February 1, 2010.
Terms and Conditions - Surface Segments, undated.
Purchase Order No. P92897, dated December 20, 2010
between Bucyrus International, Inc. with Bucyrus International
(Chile) Limitada as agent and Compania Minera Dona Ines de
Collahuasi SCM.
Standard Equipment Purchase Agreement, dated October 27,
2010, between Bucyrus International, Inc. and Anglo
American.
Award Letter for Purchase of Mining Equipment, dated March
19, 2010, between Bucyrus International (Chile) Ltd. and
Compania Minera Dona Ines de Collahuasi SCM.
Corporacion Nacional Del Cobre de Chile Orden de Compra
Nro. 4501088413, dated September 1, 2009, between Bucyrus
International, Inc. and Corporacion Nacional del Cobre De
- 14 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
19. Bucyrus International
(Chile) Limitada
20. Bucyrus International
(Chile) Limitada
21. Bucyrus International
(Chile) Limitada
22. Bucyrus International
(Chile) Limitada
23. Caterpillar Global
Mining LLC
24. Bucyrus International
(Chile) Limitada
25. Bucyrus International
(Chile) Limitada
26. Bucyrus International
(Chile) Limitada
27. Bucyrus International
(Chile) Limitada
28. Bucyrus International
(Chile) Limitada
29. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Chile.
[Redacted reference to confidential customer contract]
.
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
Contrato de Servicios (Contratos Abiertos), Contrato Número
1.00.0161.01, dated January 1, 2002, between Bucyrus
International (Chile) Limitada and Compañía Minera La
Compañía de Las Condes Limitada, as amended by
Modification No. 1, dated April 17, 2006, Modification No. 2,
dated March 10, 2010, Modification No. 3, dated May 14, 2010
and Modification No. 4, dated September 24, 2010.
Orden de Compra: 4531097314, dated July 6, 2011, between
Bucyrus International (Chile) Limitada and Compañía Minera
del Pacífico.
Award Letter regarding Contract No. 4600009704, dated
March 3, 2011, between Bucyrus International (Chile)
Limitada and Corporación Nacional del Cobre, División
Chuquicamata.
Award Letter for Tender No. GSCCS-DCCS-01/2010-L, dated
March 28, 2011, between Bucyrus International (Chile)
Limitada and Corporación Nacional del Cobre.
Corporacion Nacional Del Cobre de Chile Contrato Marco
Nro.: 4600005828 and Convenio de Sumistro de Repuestos
Palas Bucyrus 495HR No. 4600005828, dated October 19,
2007, between Bucyrus International (Chile) Limitada and
Corporación Nacional del Cobre de Chile.
Corporacion Nacional Del Cobre de Chile Contrato Marco
Nro.: 4600005829 and Convenio de Sumistro de Repuestos
Perforadoras Bucyrus 49HR No. 4600005829, dated October
19, 2007, between Bucyrus International (Chile) Limitada and
Corporación Nacional del Cobre de Chile.
- 15 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
30. Bucyrus International
(Chile) Limitada
31. Bucyrus International
(Chile) Limitada
32. Bucyrus International
(Chile) Limitada
33. Bucyrus International
(Chile) Limitada
34. Bucyrus International
(Chile) Limitada
35. Bucyrus International
(Chile) Limitada
36. Bucyrus International
(Chile) Limitada
37. Bucyrus International
(Chile) Limitada
38. Caterpillar Global
Mining LLC
39. Caterpillar Global
Mining LLC and
Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Corporacion Nacional Del Cobre de Chile Contrato Marco
Nro.: 4600006464 and Convenio en Consignacion Sumistro de
Repuestos Alta Rotacion No. 4600006464, dated October 19,
2007, between Bucyrus International (Chile) Limitada and
Corporación Nacional del Cobre de Chile.
Aviso de adjudicación y orden para proceder Contrato No.
GMM-2011/10 “Reparación Mayor Pala Bucyrus 495 BI No
Interno 04”, dated May 24, 2011, between Bucyrus
International (Chile) Limitada and Compañía Minera Doña
Inés de Collahuasi S.C.M.
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
Contrato de Suministro No. 8600006073 y No. 8600006331
“Suministro de Repuestos (OEM)”, dated October 7, 2010,
between Bucyrus International (Chile) Limitada and Minera
Escondida Limitada.
Contrato No. 8600006476, Contrato de Servicios “Servicio de
Asistencia Técnica en Terreno de Sistemas Eléctros en Palas y
Perforadoras Bucyrus”, dated January 1, 2011, between
Bucyrus International (Chile) Limitada and Minera Escondida
Limitada.
Bucyrus International, Inc.: Contrato de Stock Consignado con
Minera Escondida Limitada, dated September 1, 2004, between
Bucyrus Internacional (Chile) Limitada and Minera Escondida
Limitada, as modified by Modificación de Contrato No. 1,
dated November 5, 2008, and by Modificación de Contrato No.
2, dated July 21, 2010.
Minera Escondida Limitada Contract No. # 8600002030, dated
November 27, 2008, between Bucyrus International, Inc. and
Minera Escondida Limitada.
Memo of Understanding on the Purchase of Two (2) Bucyrus
Model 495HR Electric Shovels for Sierra Gorda, dated June
21, 2010, between Bucyrus International, Inc. and Bucyrus
International (Chile) Limitada and Minera Quadra Chile
Limitada.
40. Bucyrus International Finning Chile Corporacion Nacional del Cobre de Chile Orden de Compra
- 16 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
Contract
(Chile) Limitada S.A. Nro. 4501020470, dated March 15, 2010, between Bucyrus
International Chile, Limitada and Corporación Nacional del
Cobre De Chile.
41. Bucyrus International
(Chile) Limitada
42. Caterpillar Global
Mining LLC and
Bucyrus International
(Chile) Limitada
43. Bucyrus International
(Chile) Limitada
44. Bucyrus International
(Chile) Limitada
45. Bucyrus International
(Chile) Limitada
46. Bucyrus International
(Chile) Limitada
47. Bucyrus International
(Chile) Limitada
48. Bucyrus International
(Chile) Limitada
49. Bucyrus International
(Chile) Limitada
50. Bucyrus International
(Chile) Limitada
51. Bucyrus International
(Chile) Limitada
52. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Purchase Order No. P85271, dated March 26, 2010, between
Bucyrus International, Inc. with Bucyrus International (Chile)
Limitada as agent and Compañia Minera Doña Inés de
Collahuasi SCM.
Purchase Order No. B93488, dated September 29, 2010,
between Bucyrus International, Inc. with Bucyrus International
Chile Limitada as agent and Anglo American Sur S.A.,
Division Los Bronces, as amended by Purchase
Agreement/Contract/Purchase Order Amendment dated
October 18, 2010.
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
Unwritten Agreement for use of a Customer Consignment
Warehouse, located at Collahuasi Minesite, Near Iquique,
Primer Region 7630345.
Unwritten Agreement for use of a Customer Consignment
Warehouse, located at Cia Minera Huasco Minesite Los
Colorados, Near Copiapo, Atacama 237-0168.
Unwritten Agreement for use of a Customer Consignment
Warehouse, located at Zaldivar near Antofagasta, Antofagasta
124-0000 (175 klms from Antofagasta).
53. Bucyrus International Finning Chile Unwritten Agreement for use of a Customer Consignment
- 17 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
Contract
(Chile) Limitada S.A. Warehouse, located at Lomas Bayas near Antofagasta,
Antofagasta 124-0000 (120 klms from Antofagasta).
D. Equipment and Other Personal Property
1. Bucyrus International
(Chile) Limitada
2. Bucyrus International
(Chile) Limitada
E. Other
1. Bucyrus International
(Chile) Limitada
2. Bucyrus International
(Chile) Limitada
3. Bucyrus International
(Chile) Limitada
4. Bucyrus International
(Chile) Limitada
5. Bucyrus International
(Chile) Limitada
6. Bucyrus International
(Chile) Limitada
7. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contrato de Suministro de Equipos de Apoyo para Proyecto
Collahuasi Overhaul Pala Bucyrus AN022/2011 Amparado en
Contrato Bucyrus/Collahuasi No. GMM-2011/10, dated July
13, 2011, between Bucyrus International (Chile) Limitada and
Vila's Motor y Cia Limitada (lease of supporting equipment for
a digging shovel machine including air compressor, spare
shovel, lighting accessories).
Contrato de Prestacion de Servicios Overhaul Pala Bucyrus
495HR- Proyecto Mel AN-0053/2009, Amparado en Contrato
Minera Escondida Limitada/Bucyrus No. 8600002237 y
8600002235, dated November 19, 2009, between Bucyrus
International (Chile) Limitada and Agricola y Comercial
Amancay S.A. (lease and service of chemical bath machines
and additional tools).
Confidentiality Agreement, dated February 8, 2011, by and
between Bucyrus International (Chile) Limitada and Forjados
S.A.
Confidentiality Agreement, dated December 31, 2009, between
ADECCO E.S.T. S.A. and Bucyrus International Chile
Limitada
Contrato de Suministro de Productos de Agua Purificada, dated
June 20, 2006, between Bucyrus International (Chile) Limitada
and Pronor Limitada
Contrato de Prestacion de Servicios, dated March 1, 2009,
between Bucyrus International (Chile) Limitada and Daisy
Lorena Plaza Alvarez, as amended October 15, 2011.
Contrato de Suministro de Productos de Embalaje, dated May
23, 2006, between Bucyrus International (Chile) Limitada and
Nortex E.I.R.L.
Contrato de Suministro a Consignación No. 002/2006, dated
April 1, 2006 between Bucyrus International Chile Limitada
and Aurelio Morales Ortiz.
Agency Agreement, dated May 13, 2010, between Tattersall
Ganado, S.A. and Bucyrus International Chile Limitada,
appointing Tattersall Ganado, S.A. to sell Bucyrus assets
through public auctions. Bucyrus’s place of business is in Av.
El Bosque Norte 0177, Of.802. Los Condes, Santiago(Chile).
- 18 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
8. Bucyrus International
(Chile) Limitada
9. Bucyrus International
(Chile) Limitada
10. Bucyrus International
(Chile) Limitada
11. Bucyrus International
(Chile) Limitada
12. Bucyrus International
(Chile) Limitada
13. Bucyrus International
(Chile) Limitada
14. Bucyrus International
(Chile) Limitada
15. Bucyrus International
(Chile) Limitada
16. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Contrato de Prestacion de Servicios Apoyo Mecanicos de
Mantencion Componentes Bucyrus AN-0041/2009, dated
September 10, 2009, between Bucyrus International (Chile)
Limitada and Servicio a la Minería Metalmecánico Limitada
Contrato de Prestacion de Servicios, Servicio Mantencion
Sistema Contra-Incendio en Palas y Peroradoras Bucyrus
Minera Gaby AN-0015/2011, Amparado en Contracto No.
4600006647 Servicio de Mantencion Integral Minera Gaby-
Bucyrus, dated July 4, 2011, between Bucyrus International
(Chile) Limitada and Westfire Sudamericana Limitada
Contrato de Suministro de Prestacion de Servicios de
Mantencion y/o Reparacion de Componentes Para Palas y
Perforadoras Bucyrus, dated January 2, 2007, between
Bucyrus International (Chile) Limitada and Mr. Luigi
Pellerano Escobar.
Contrato de Suministro de Servicios de Reparacion y
Mantencion de Motores y Equipos Electricos AN 045/2006,
dated September 12, 2006, between Bucyrus International
(Chile) Limitada and Maquinarias Raul Saavedra E.I.R.L.
Contrato de Suministro de Servicios de Reparacion y
Mantencion de Motores de Palas y Perforadoras Bucyrus AN
047/2006, dated October 1, 2006, between Bucyrus
International (Chile) Limitada and ABR Electromecanica y
Servicios Limitada
Contrato de Prestacion de Servicios Overhaul Pala Bucyrus
495HR – Proyecto Mel AN-0053/2009 Amparado en Contrato
Minera Escondida Limitada/Bucyrus No. 8600002237 y
8600002235, dated November 19, 2009 between Bucyrus
International (Chile) Limitada and Agricola y Comercial
Amancay S.A.
Contrato de Suministros A Consignación No. 001/2006, dated
April 1, 2006, between Bucyrus International Chile Limitada
and Comercializadora en Seguridad Industrial, Cecilia Aguilar
Lizama E.R.I.L.
Contrato Prestacion de Servicios de Aseo y Otros Mantención
Menor ANAN0040/2009, dated July 9, 2009 between Bucyrus
International (Chile) Limitada and ISS Servicios Generales
Limitada
Contrato de Suministro de Servicios de Casino de
Alimentacion AN 0017/2008, dated September 15, 2008,
between Bucyrus International (Chile) Limitada and
Rivadeneira y Cia, Limitada
- 19 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
17. Bucyrus International
(Chile) Limitada
18. Bucyrus International
(Chile) Limitada
19. Bucyrus International
(Chile) Limitada
20. Bucyrus International
(Chile) Limitada
21. Bucyrus International
(Chile) Limitada
22. Bucyrus International
(Chile) Limitada
23. Bucyrus International
(Chile) Limitada
24. Bucyrus International
(Chile) Limitada
25. Bucyrus International
(Chile) Limitada
26. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Contrato de Suministro de Servicios de Mantenimiento Puentes
Grúas y Jib Cranes No. Contrato AN-0017/2009, undated, and
Addendum No. 1, dated April 13, 2011, between Bucyrus
International (Chile) Limitada and Famari Chile.
Contrato de Mantencion Preventiva Para Maquinas Soldadoras
y Alimentadores “Lincoln Electric” ES/CB 03/082010, dated
September 1, 2010, between Bucyrus International (Chile)
Limitada and Mauricio Hochschild Ingenieria y Servicios, S.A.
Contrato de Suministro de Servicios de Mantenimiento
Preventivo Equipos Taller de Maquinas y Herramientas No.
Contrato AN0011/2009, dated May 1, 2009, between Bucyrus
International (Chile) Limitada and Sociedad Comercial
Tecnicas Torres Limitada
Contrato de Suministro de Servicios de Mantenamiento
Preventivo y Correctivo a Equipos y Herramientas Hidraúlicas
y Neumáticas de Bucyrus International (Chile) Limitada No.
Contrato AN-0050/2010, dated January 1, 2011 between
Bucyrus International (Chile) Limitada and Sociedad Rios y
Cia Limitada
Contrato de Prestacion de Servicio de Mantenimiento a
Equipos de Apoyo en Proyecto Collahuasi Overhaul Pala
Bucyrus AN-021/2011, Amparado En Contrato
Bucyrus/Collahuasi No. GMM-2011/10, dated July 13, 2011,
between Bucyrus International (Chile) Limitada and Vila's
Motor y Cia Limitada
Contrato de Prestación de Servicios de Alimentación, dated
June 23, 2008 between Bucyrus International (Chile) Limitada
and Compass Catering, S.A.
Acuerdo Marco de Condiciones de Puesta a Disposicion de
Trabajadores, dated September 10, 2010, between Bucyrus
International (Chile) Limitada and Adecco E.S.T. S.A.
Contrato de Suministro de Servicios de Obras Menores en
Bucyrus International (Chile) Limitada, dated April 26, 2010
between Bucyrus International (Chile) Limitada and Servicios
Integrales Vlatar Limitada
Contrato de Prestacion de Servicios, Servicio de Suministros y
Lubricacion Integral a Palas y Perforadoras Bucyrus AN-
0007/2011, dated April 1, 2011, between Bucyrus International
(Chile) Limitada and Bel Ray Chile Limitada
Contrato de Suministro de Productos de Soldadura, Gases y
Accessorios Relacionados AN 022/2006, dated August 15,
2006 between Bucyrus International (Chile) Limitada and
- 20 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
27. Bucyrus International
(Chile) Limitada
28. Bucyrus International
(Chile) Limitada
29. Bucyrus International
(Chile) Limitada
30. Bucyrus International
(Chile) Limitada
31. Bucyrus International
(Chile) Limitada
32. Bucyrus International
(Chile) Limitada
33. Bucyrus International
(Chile) Limitada
34. Bucyrus International
(Chile) Limitada
35. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Indura, S.A. Industria y Comercio.
Convenio de Transporte de Pasajeros, dated February 27, 2009,
between Bucyrus International (Chile) Limitada and Radio
Taxi Calama.
Contrato de Servicio por Transporte de Personal IQ-
0005/2006, dated May 31, 2006, between Bucyrus
International (Chile) Limitada and Radio Taxis Tarapaca.
Contrato de Prestacion de Transporte de Personal Servicios
MARC AN-002/2011, Amparado en Contrato No. 4501023625
Ministro Hales-Bucyrus, dated March 10, 2011, between
Bucyrus International (Chile) Limitada and Transportes Cortes
Flores E.I.R.L.
Contrato de Prestacion de Transporte de Personal AN-
0022/2008, Amparado en Contrato Bucyrus-GABY
4600006647, dated November 15, 2008, between Bucyrus
International (Chile) Limitada and Transportes Cortes Flores
E.I.R.L.
Contrato de Prestacion de Servicios Alimentacion para
Personal de Armado de Equipos Mineros Palas Electricas y
Perforadoras AN 0041/2011, dated October 12, 2011, between
Bucyrus International (Chile) Limitada and Servicios
Integrales del Norte Limitada
Contrato de Arrendamiento AN 0040/2011, dated October 27,
2011, between Bucyrus International (Chile) Limitada and
Servicios Integrales del Norte Limitada
Contrato de Arrendamiento AN 0042/2011, dated October 12,
2011, between Bucyrus International (Chile) Limitada and
Servicios Integrales del Norte Limitada and Addendum No. 1,
dated October 12, 2011.
Contrato Civil de Prestacion de Servicios No. AN-0037/2011,
Amparado en Contrato No. SC-018 Minera Quadra Chile
SCM/Bucyrus, dated October 1, 2011, between Bucyrus
International (Chile) Limitada and Transportes Factor Limitada
Contrato de Suministro de Servicios Asistencia e Instalazion de
Sistema Contra Incendio Perforadora Bucyrus 49HR en Pozo
Almonte y Minera Doña Ines de Collahuasi AN0025/2011,
Amparado en Orden de Compra No. P92897 Collahuasi-
Bucyrus, dated August 24, 2011, between Bucyrus
International (Chile) Limitada and Westfire Sudamericana
Limitada
- 21 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller Party Buyer/Buyer
Party
36. Bucyrus International
(Chile) Limitada
37. Bucyrus International
(Chile) Limitada
38. Bucyrus International
(Chile) Limitada
39. Bucyrus International
(Chile) Limitada
40. Bucyrus International
(Chile) Limitada
41. Bucyrus International
(Chile) Limitada
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Contract
Contrato de Prestacion de Servicios Maestro Multifuncional
para Reparaciones Menores para Oficina Iquique AN-
0008/2011, dated April 10, 2011, between Bucyrus
International (Chile) Limitada and Comercial Fade Limitada
Contrato de Prestacion de Servicios Inspeccion Ultrasonica a
Soldaduras de Pala P/Certificacion AN-0038/2011, Amparado
en Contrato No. SC-018 Minera Quadra Chile SCM/Bucyrus,
dated November 9, 2011, between Bucyrus International
(Chile) Limitada and Cesmec S.A.
Contrato de Prestacion de Servicios Mano de Obra
Especializada/Servicios Varios En Palas y Perforadoras
Bucyrus Minera Gaby AN-0030/2011, Amparado en Contrato
No. 4600006647 Servicio de Mantencion Integral Minera
Gaby/Bucyrus, dated September 7, 2011, between Bucyrus
International (Chile) Limitada and Servicios a la Mineria e
Industria Partner Limitada
Contrato de Prestacion de Servicios Apoyo Servicio Mano de
Obra Cierre Perimetral en Minera Gaby AN-0031/2011,
Amparado en Contrato No. 4600006647 Servicio de
Mantencion Integral Minera Gaby-Bucyrus, dated September
8, 2011, between Bucyrus International (Chile) Limitada and
M&M Ingenieria, Contabilidad y Mecanica Industrial Limitada
[Redacted reference to confidential customer contract] .
Contrato de Prestacion de Transporte de Personal Servicios
Armado de Equipos Mineros Palas Electricas y Perforadoras
AN-0036/2011, Amparado en Contrato No. SC-018 Minera
Quadra-Bucyrus, dated October 7, 2011, between Bucyrus
International (Chile) Limitada and Transportes Cortes Flores
E.I.R.L.
42. Shared Contracts: See the items marked with an asterisk (*) listed on Schedule 6.13(a).
IV. Acquired Leased Real Property
Canada Territories
Seller/Seller
Party
1. Caterpillar
Mining
Buyer/Buyer
Party
Finning
International
Lease Description
Lease Agreement, dated July 10,
2008, between O&K Orenstein &
Koppel, Inc. at L. Robert
- 22 -
Vacant land for parts and equipment
storage, located at Meridian 4
Range 10 Township 94 Section 8
Schedule 1.1(a)
Acquired Assets

Seller/Seller
Party
Buyer/Buyer
Party
Lease Description
Canada ULC Inc. Enterprises L.P.
This lease is currently month-tomonth
and the property is slated to
be returned to the owner in March
2012; to the extent such property is
returned to the owner prior to the
Canada Closing, such property shall
not constitute Acquired Leased Real
Property.
2. Caterpillar
Mining
Canada ULC
3. Caterpillar
Mining
Canada ULC
4. Caterpillar
Mining
Canada ULC
5. Caterpillar
Mining
Canada ULC
6. Caterpillar
Mining
Canada ULC
7. Caterpillar
Mining
Canada ULC
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Contract, undated between Bucyrus
Canada Limited and Intermountain
Warehousing Services Ltd.
Residential Tenancy Agreement,
dated February 1, 2010, between
O&K Orenstein & Koppel, Inc. and
521074 Alberta Ltd. o/a Northern
Property Management Limited.
Residential Tenancy Agreement,
dated August 28, 2007, between
O&K Orenstein & Koppel, Inc. and
521074 Alberta Ltd. o/a Northern
Property Management Limited
broker for 770522 Alberta Ltd..
Commercial Real Estate Agreement
to Lease, dated June 1, 2010,
between Bucyrus Canada Limited
and D.G.D. Enterprises Inc., as
amended by Addendum B to the
Commercial Real Estate Agreement
to Lease, dated December 9, 2010.
Lease, dated July 29, 2010, between
Bucyrus Canada Limited and
718721 Alberta Ltd.
Residential Tenancy Agreement,
dated December 8, 2010, between
Bucyrus Canada Limited and
Northern Property REIT.
Lot 8, McKay Industrial Park, Fort
McKay, Alberta T9H5N3, Canada
Warehousing, located at 707
Douglas Fir Rd., Intermountain
Logistics, Sparwood, British
Columbia VOB 2GO, Canada
Residence, located at 305 9918
Gordon Avenue, Fort McMurray,
AB T9H 5L1, Canada
Residence, located at 1109 38
Riedel Street, Fort McMurray, AB
T9H 3E1, Canada
Storage of equipment, trailers and
tooling used for Field Services and
Assembly of OE Equipment,
located at 414 Ellis Drive/53016
Hwy 60, Acheson, AB, Canada
Office space, Warehouse, and
Repair Service located at 315
MacDonald Crescent, Ft.
McMurray, Alberta T9H 4B7,
Canada
Residence, located at Windrem B,
4735 53 rd Street, Unit B206,
Chetwynd, BC, VOC 1J0, Canada
The properties listed below are non-leased properties that Bucyrus has the right to use pursuant to various formal
and informal agreements with customers. They are listed here for informational purposes and do not constitute
Acquired Leased Real Property, but the underlying agreements are Assumed Contracts listed on Schedule
1.1(a)(III).
- 23 -
Schedule 1.1(a)
Acquired Assets

Seller/Seller
Party
8. Caterpillar
Mining
Canada ULC
and Caterpillar
Global Mining
LLC
9. Caterpillar
Mining
Canada ULC
and Caterpillar
Global Mining
LLC
10. Caterpillar
Mining
Canada ULC
11. Caterpillar
Mining
Canada ULC
12. Caterpillar
Mining
Canada ULC
13. Caterpillar
Mining
Canada ULC
14. Caterpillar
Mining
Canada ULC
15. Caterpillar
Mining
Canada ULC
Buyer/Buyer
Party
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Finning
International
Inc.
Lease Description
Parts Agreement, dated May 1,
2009, between Bucyrus Canada
Limited and Bucyrus International,
Inc. and Shell Canada Energy, as
amended by Amending Agreement
CMS 0900895, dated May 1, 2011.
[Redacted reference to confidential
customer contract]
Parts Inventory Agreement, dated
April 5, 2006, between Bucyrus
Canada Limited and Syncrude
Canada Limited.
Parts Consignment Agreement,
dated June 20, 2007, between
Bucyrus Canada Limited and North
American Construction Corp., as
amended December 22, 2010,
March 31, 2011, and May 31, 2011.
Unwritten Consignment Agreement
for Coal Valley HEX, between
Bucyrus Canada Limited and
Equipment Sales and Service.
.
Purchase order, dated May 19,
2005, between Terex and Prairie
Mines & Royalty Ltd., assumed by
Bucyrus Canada Limited December
26, 2008.
Consigned Stock Agreement, dated
March 8, 2010, between Bucyrus
Canada Limited and Gibraltar
Mines Ltd.
Letter, dated May 18, 2010 from
Bucyrus International to Ledcor,
CMI Ltd.
[Redacted reference to confidential
customer contract]
.
- 24 -
Customer Consignment Warehouse,
located at Albian Sands Muskeg
River Mine Warehouse, Fort
McMurray, Alberta
Customer Consignment Warehouse,
located at Box 4020 MD 6060
Syncrude Consignment Warehouse,
Fort McMurray, Alberta T9H3L1,
Canada
North American Construction
Group Customer Consignment
Warehouse, Oil Sands Region,
Alberta, Canada
Customer Consignment Warehouse
located at Coal Valley Resources
Mine Site
Customer Consignment Warehouse
located at Highvale Mine
Warehouse, 4425 Sundance Road,
Seba Beach AB R0E 2B0, Canada
Customer Consignment Warehouse
located at 10251 Gibraltar Mine
Rd., McLeese Lake, BC
Customer Consignment Warehouse
located at Ledcor, 1200-1067
Cordova St. W., Vancouver, BC
[Redacted reference to confidential
customer contract]
Schedule 1.1(a)
Acquired Assets

Initial Closing Territories
Seller/Seller
Party
1. Bucyrus
International
(Chile)
Limitada
2. Bucyrus
International
(Chile)
Limitada
3. Bucyrus
International
(Chile)
Limitada
4. Bucyrus
International
(Chile)
Limitada
Buyer/Buyer
Party
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Finning Chile
S.A.
Lease Description
Contrato de Usuario de Zona
Franca, dated January 29, 2003,
between Bucyrus International
(Chile) Limitada and Zona Franca
de Iquique S.A.
Contrato de Arriendo, dated June 6,
2011, between Bucyrus
International (Chile) Limitada and
Alejandra Nuñez Sorich.
Contrato de Depósito por Cuenta
Ajena y Otros Servicios, dated
September 30, 2010, between
Bucyrus International (Chile)
Limitada and Sudamericana
Agencias Aereas y Maritimas S.A.
Contrato de Arrendamiento, dated
September 1, 2007, between
Bucyrus International (Chile)
Limitada and Jaime Labra Becerra,
as amended by Anexo Contrato de
Arrendamiento, dated December 21,
2007 and Addendum No.1, dated
June 1, 2009.
- 25 -
Land for Bonded warehouse,
located at Calle Bellavista,
Manzana B, Sitio 17B, Barrio
Industrial Zofri, Iquique, Tarapaca
111-2182, Chile
This is the lease for the land and
the rights to sell in the Zofri trade
free zone. Only the land lease
portion is being transferred to
Finning. The rights to sell in the
Zofri trade free zone will not be
transferred. The owned building
that sits on the land is addressed
separately as Acquired Owned
Real Property
Residential property for engineers,
located at Condominio San
Antonio Parcela 50, Vallenar,
Región de Atacama
Parts Warehouse located at Calle
Desiderio Garcia, Sitio No. 87,
Barrio Industrial, Iquique, Chile.
Warehouse space and yard, located
at Bodega No. 11 de Calle Videla
No. 1200, Iquique, Chile.
The properties listed below are non-leased properties that Bucyrus has the right to use pursuant to various formal
and informal agreements with customers. They are listed here for informational purposes and do not constitute
Acquired Leased Real Property, but the underlying agreements are Assumed Contracts listed on Schedule
1.1(a)(III).
5. Finning Chile
S.A.
Unwritten Agreement Customer Consignment
Warehouse, located at Collahuasi
Minesite, Near Iquique, Primer
Schedule 1.1(a)
Acquired Assets

Seller/Seller
Party
Buyer/Buyer
Party
6. Finning Chile
S.A.
7. Finning Chile
S.A.
8. Finning Chile
S.A.
9. Finning Chile
S.A.
10. Finning Chile
S.A.
11. Finning Chile
S.A.
Lease Description
Bucyrus International, Inc.:
Contrato de Stock Consignado con
Minera Escondida Limitada, dated
September 1, 2004, between
Bucyrus Internacional (Chile)
Limitada and Minera Escondida
Limitada, as modified by
Modificación de Contrato No. 1,
dated November 5, 2008, and by
Modificación de Contrato No. 2,
dated July 21, 2010.
Region 7630345
Customer Consignment
Warehouse, located at Mel
Minesite, Near Antofagasta,
Antofagasta 124-0000,
Unwritten Agreement Customer Consignment
Warehouse, located at Cia Minera
Huasco Minesite Los Colorados,
Near Copiapo, Atacama 237-0168
Corporacion Nacional Del Cobre de
Chile Contrato Marco Nro.:
4600006464 and Convenio en
Consignacion Sumistro de
Repuestos Alta Rotacion No.
4600006464, dated October 19,
2007, between Bucyrus
International (Chile) Limitada and
Corporación Nacional del Cobre de
Chile.
Contrato de Servicios No.
4600006647, dated February 1,
2008, between Bucyrus
International (Chile) Limitada and
Corporacion Nacional del Cobre de
Chile.
Contrato de Servicios No.
4600009584, dated April 2011,
between Bucyrus International
(Chile) Limitada and Corporación
Nacional del Cobre de Chile.
Customer Consignment
Warehouse, located at Codelco
Chuquicamata Minesite, Near
Calama, Antofagasta 139-9001
Customer Consignment
Warehouse, located at Codelco
Gaby Minesite, Near Calama,
Antofagasta 139-9001
Customer Consignment
Warehouse, located at Codelco
Ministro Hales Minesite, Near
Calama, Antofagasta 139-9001
Unwritten Agreement Customer Consignment
Warehouse, located at Zaldivar
near Antofagasta, Antofagasta 124-
0000 (175 klms from Antofagasta)
12. Finning Chile Unwritten Agreement
- 26 -
Customer Consignment
Warehouse, located at Lomas
Schedule 1.1(a)
Acquired Assets

Seller/Seller
Party
Buyer/Buyer
Party
Lease Description
S.A. Bayas near Antofagasta,
Antofagasta 124-0000 (120 klms
from Antofagasta)
V. Acquired Owned Real Property
Canada Territories
Seller/Seller
Party
1. Caterpillar
Mining Canada
ULC
Buyer/Buyer
Party
Finning
International Inc.
Initial Closing Territories
Seller/Seller
Party
1. Bucyrus
International
(Chile)
Limitada
2. Bucyrus
International
(Chile)
Limitada
VI. Other Assets
Buyer/Buyer
Party
Title Survey Description
Land Title Certificate,
dated August 12, 2011,
issued by the
Government of the
Province of Alberta.
Title Survey Description
- 27 -
Canada Region Head Office, Parts Distribution
Warehouse, Repair, Rebuild, and Field Service
located at 18131 – 118 th Ave., Edmonton, Alberta
T5S 1M8, Canada.
Finning Chile S.A. N/A Bonded warehousing building, located at Oficina
Bellavista, Sitio Diecisiete raya B, Manzana B, Barrio
Industrial de la Zona Franca de Iquique.
The building at this site is Acquired Owned Real
Property that will be transferred to Finning. The land
the building sits on is addressed separately as
Acquired Leased Real Property.
Finning Chile S.A. Certificade de
Hipotecas,
Gravámenes
Interdicciones y
Prohibiciones de
Enjenar, dated August
5, 2011 by Ernesto
Camun Mesa,
Conservador de Bienes
Raíces to to Bucyrus
Chile Limitada.
Customer service center for machine sales, repairs
and rebuilds located at Avenida Pedro Aguirre Cerda
No. 11776, Sector of Villa Agricola, La Chimba,
Antofagasta.
Schedule 1.1(a)
Acquired Assets

None.
VII. Acquired Other Current Assets
None.
VIII. Transferred Licenses
1. Resolucion No. 2875, dated August 12, 2010, issued by the Ministry of Health,
Antofagasta Region, authorizing Bucyrus International (Chile) Limitada to operate a
temporary hazardous waste storage facility.
2. Resolution No. 4053, dated November 2, 2010, issued by the Ministry of Health,
Antofagasta Region, authorizing Bucyrus International Chile Limitada to operate a
hazardous waste storage facility.
3. Resolution No. 160, dated September 7, 2010, issued by the Ministry of Health,
Antofagasta Region, authorizing Bucyrus International (Chile) Limitada to operate a
disposal system for domestic waste water/ a water treatment plant.
4. Resolution No. 055, dated January 9, 2009, issued by the Secretary of the Ministry of
Health, Antofagasta Region, authorizing Bucyrus International (Chile) Limitada to
reuse/eliminate non-dangerous industrial waste consisting of scrap steel.
5. Confirmation of receipt of emissions declaration (Form 138) from the Ministry of
Health to Mark Ronald Stoddard, President, Bucyrus International (Chile) Limitada,
confirming, as of December 31, 2010, the receipt of the emissions declaration (Form
138) of the year 2009.
6. Resolution, dated July 8, 2009, issued by the Sanitary Department of the Ministry of
Health authorizing Bucyrus to run an establishment to produce 130 meals for its
employees located in Antofagasta, Chile.
- 28 -
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
TEREX DISTRIBUTION STOCK
LISTING
AS AT 9 DECEMBER 2011
NEW PARTS LIST
[All amounts in 2 right columns
have been redacted]
- 29 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
HJ BANKS , SHOTON, DURHAM, NORTH EAST ENGLAND
CTB OK-3705595 COUPLING CLUTCH 1 [ ] [ ]
CTB OK-3675206 VARIABLE PUMP 1 [ ] [ ]
CTB OK-3716737 SOCKET 4 [ ] [ ]
CTB OK-6003481 FLANGE 2 [ ] [ ]
CTB OK-3648110 HOSE 1 [ ] [ ]
CTB OK-6002791 VALVE 1 [ ] [ ]
CTB OK-3703609 PRESS SENSOR 1 [ ] [ ]
CTB OK-3703610 PRESS SENSOR 1 [ ] [ ]
CTB OK-2168074 CLIP 4 [ ] [ ]
CTB OK-1503654 O RING 2 [ ] [ ]
CTB OK-73850 O RING 2 [ ] [ ]
CTB OK-29054 PIN 2 [ ] [ ]
CASTLEBRIDGE SITE, PONESK, AYRSHIRE,SCOTLAND
TOTAL [ ]
CTB OK-1128831 HOSE 2 [ ] [ ]
CTB OK-1909642 HOSE 1 [ ] [ ]
CTB OK-1983101 HOSE 1 [ ] [ ]
CTB OK-6003578 DISTRIBUTOR 1 [ ] [ ]
CTB OK-1480949 DISTRIBUTOR 1 [ ] [ ]
CTB OK-1975100 VALVE 1 [ ] [ ]
CTB OK-1474705 MANIFOLD 1 [ ] [ ]
CTB OK-3648107 HOSE 1 [ ] [ ]
CTB OK-3648108 HOSE 1 [ ] [ ]
CTB OK-3648110 HOSE 1 [ ] [ ]
CTB OK-3648109 HOSE 1 [ ] [ ]
CTB OK-1474708 LUBE FILTER 1 [ ] [ ]
CTB OK-2168973 DISTRIBUTOR 1 [ ] [ ]
CTB OK-6003570 DISTRIBUTOR 1 [ ] [ ]
CTB OK-2711842 HOSE 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 30 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2168076 CLIP 5 [ ] [ ]
CTB OK-2767084 hose assy 1 [ ] [ ]
CTB OK-2769635 HOSE 1 [ ] [ ]
CTB OK-1423819 RING 1 [ ] [ ]
CTB OK-1338045 SIEVE 1 [ ] [ ]
CTB OK-1338046 SIEVE 1 [ ] [ ]
CTB OK-1267465 PIPE 2 [ ] [ ]
CTB OK-33875 TUBE FITTING 2 [ ] [ ]
CTB OK-2769632 HOSE 1 [ ] [ ]
CTB OK-274956 HOSE 1 [ ] [ ]
CTB OK-6001178 SEALING RING 4 [ ] [ ]
CTB OK-1423821 SEALING RING 1 [ ] [ ]
CTB OK-10657 CONN.NUT 4 [ ] [ ]
CTB OK-10650 CUTTING RING 4 [ ] [ ]
CTB OK-1740103 SCREW 2 [ ] [ ]
CTB OK-511792 Washer 4 [ ] [ ]
CTB OK-57125 HEXAGONAL NUT 4 [ ] [ ]
TOTAL [ ]
ATH SKARES ROAD OCCS, DARNTAGGART FARM, SKARES, AYRSHIRE, KA18 2 RG,SCOTLAND
CTB OK-3674031 ROLLER BTM 120E 1 [ ] [ ]
CTB OK-1479948 SWING FILTER 12 [ ] [ ]
CTB OK-3650389 CONTROL UNIT 2 [ ] [ ]
CTB OK-1717467 FILTER INSERT (see b 18 [ ] [ ]
CTB OK-1499347 FILTER 16 [ ] [ ]
CTB OK-3674026 PIN 7 [ ] [ ]
CTB OK-1477029 FILTER 15 [ ] [ ]
CTB OK-1409828 FILTER INSERT 4 [ ] [ ]
CTB OK-1425534 FILTER INSERT 14 [ ] [ ]
CTB OK-1975100 VALVE 2 [ ] [ ]
CTB OK-1951222 HOSE 2 [ ] [ ]
CTB OK-3650397 FOOT SWITCH 1 [ ] [ ]
CTB OK-1909642 HOSE 1 [ ] [ ]
CTB OK-3678607 RETURN FILTER (see b 9 [ ] [ ]
CTB OK-2712522 COMPRESSOR 1 [ ] [ ]
CTB OK-2765913 PUMP 1 [ ] [ ]
CTB OK-2115310 HOSE 1 [ ] [ ]
CTB OK-2739122 BOLT 14 [ ] [ ]
CTB OK-1433798 FILTER (FI-1292) 7 [ ] [ ]
CTB OK-1477028 GASKET SET 18 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 31 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1413767 FILTER INSERT 2 [ ] [ ]
CTB OK-6001435 FILTER ELEMENT 2 [ ] [ ]
CTB OK-1433799 FILTER (FI-1293) 2 [ ] [ ]
TOTAL [ ]
CASTLEBRIDGE CONSIGNMENT STOCK, BROKEN CROSS, CENTRAL SCOTLAND
CTB OK-1976072 (P D GEARBOX) 1 [ ] [ ]
CTB OK-2712182 TRAVEL G/BOX 1 [ ] [ ]
CTB OK-2761956 TRAVEL MOTOR 2 [ ] [ ]
CTB OK-2806408 SWING BRAKE 1 [ ] [ ]
CTB OK-2767899 WATER RADIATOR 1 [ ] [ ]
CTB OK-4525959 SEAL KIT 2 [ ] [ ]
CTB OK-2244987 MOTOR 1 [ ] [ ]
CTB OK-1542328 SHAFT 1 [ ] [ ]
CTB OK-3683715 ROTOR 1 [ ] [ ]
CTB OK-4525908 SEAL KIT 2 [ ] [ ]
CTB OK-2768607 (COUPLING/CLUTCH) 1 [ ] [ ]
CTB OK-1975148 MOTOR 1 [ ] [ ]
CTB OK-1544584 BEAM 1 [ ] [ ]
CTB OK-1542331 BEAM 1 [ ] [ ]
CTB OK-1467827 SEAL KIT 2 [ ] [ ]
CTB OK-1467826 SEAL KIT 4 [ ] [ ]
CTB OK-2709572 LEVER 1 [ ] [ ]
CTB OK-2767877 FAN WHEEL 1 [ ] [ ]
CTB OK-4525776 SEAL KIT 2 [ ] [ ]
CTB OK-2765825 PUMP FAN RH120E 1 [ ] [ ]
CTB OK-156120 ROLLER BEARING 1 [ ] [ ]
CTB OK-1716762 PIN 1 [ ] [ ]
CTB OK-2765827 SERVO PUMP RH120E 1 [ ] [ ]
CTB OK-900338 ROLLER BEARING 1 [ ] [ ]
CTB OK-2765826 PUMP FAN 1 [ ] [ ]
CTB OK-2765828 DOUBLE PUMP RH120E 2 [ ] [ ]
CTB OK-3646300 VALVE 2 [ ] [ ]
CTB OK-2712522 COMPRESSOR 1 [ ] [ ]
CTB OK-102941 SEAL GROUP 2 [ ] [ ]
CTB OK-2739335 SOLENOID 1 [ ] [ ]
CTB OK-6000274 REPAIR KIT TRAVEL BR 1 [ ] [ ]
CTB OK-1467834 SEAL KIT 2 [ ] [ ]
CTB OK-1542329 RING 1 [ ] [ ]
CTB OK-1598731 RING 2 [ ] [ ]
CTB OK-1542330 RING 1 [ ] [ ]
CTB OK-490273 SEALING RING 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 32 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1598730 O RING Sup! OK-16502 2 [ ] [ ]
CTB OK-103981 HEX.HD.SCREW 5 [ ] [ ]
TOTAL [ ]
CELTIC ENERGY, NANT HELEN, CARDIFF, WALES
CTB OK-3692990 SLEW GEAR BOX 1 [ ] [ ]
CTB OK-3647392 DUMP CYLINDER 2 [ ] [ ]
CTB OK-3676805 TRANSFER GEARBOX 1 [ ] [ ]
CTB OK-6000581 PUMP 1 [ ] [ ]
CTB OK-1948091 PUMP 1 [ ] [ ]
CTB OK-2460059 MOTOR 1 [ ] [ ]
CTB OK-2768607 (COUPLING/CLUTCH) 1 [ ] [ ]
CTB OK-6000214 HOLLOW GEAR 1 [ ] [ ]
CTB OK 6000214 Hollow Wheel 1 [ ] [ ]
CTB OK-1909642 HOSE 2 [ ] [ ]
CTB OKS95SDTIP Bucket Teeth 5 [ ] [ ]
CTB OK-2415854 BUSH 4 [ ] [ ]
CTB OK 2415854 Visor Bushes 4 [ ] [ ]
CTB OK-2709572 LEVER 1 [ ] [ ]
CTB OK-2766720 HOSE 2 [ ] [ ]
CTB OK-3675207 PUMP 1 [ ] [ ]
CTB OK-2762088 COOLING MOTOR RH120E 1 [ ] [ ]
CTB OK-2765825 PUMP FAN RH120E 1 [ ] [ ]
CTB OK-1901066 HOSE 2 [ ] [ ]
CTB OK-3649863 FILTER 1 [ ] [ ]
CTB OK-1715271 HOSE 2 [ ] [ ]
CTB OK-2766327 PIN 2 [ ] [ ]
CTB OK 2766327 Visor Pins 2 [ ] [ ]
CTB OK-6000272 PLANETARY SET 1 [ ] [ ]
CTB OK 6000272 Planetary Set 1 [ ] [ ]
CTB OK-1983135 HOSE 2 [ ] [ ]
CTB OK-1590953 HOSE 2 [ ] [ ]
CTB OK-2766718 HOSE 2 [ ] [ ]
CTB OK-2765827 SERVO PUMP RH120E 1 [ ] [ ]
CTB OK-1730616 ELBOW 4 [ ] [ ]
CTB OK-2766723 HOSE 2 [ ] [ ]
CTB OK-1717467 FILTER INSERT (see b 9 [ ] [ ]
CTB OK-2709568 PEDAL 1 [ ] [ ]
CTB OK-6002446 FLANGE 1 [ ] [ ]
CTB OK-6000218 PLANETARY CARRIER 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 33 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK 6000218 Planetary Carrier 1 [ ] [ ]
CTB OK-2482577 SCREW 18 [ ] [ ]
CTB OK-6000498 HOLLOW SHAFT 1 [ ] [ ]
CTB OK 6000498 Main Hyd Pump Drive 1 [ ] [ ]
CTB OK-1532493 HOSE 2 [ ] [ ]
CTB OK-3674026 PIN 4 [ ] [ ]
CTB OK-2768175 HOSE 1 [ ] [ ]
CTB OK-1977304 SENSOR 1 [ ] [ ]
CTB OK-1977305 SENSOR 1 [ ] [ ]
CTB OK-1977306 SENSOR 1 [ ] [ ]
CTB OK-1977307 SENSOR 1 [ ] [ ]
CTB OK-1128831 HOSE 1 [ ] [ ]
CTB OK-2274631 VALVE 1 [ ] [ ]
CTB OK-2766326 BUSH 2 [ ] [ ]
CTB OK 2766326 Backwall Bushes 2 [ ] [ ]
CTB OK-6001260 BALL BEARING 2 [ ] [ ]
CTB OK-1476213 FILTER HOUSING 1 [ ] [ ]
CTB OK-6000497 HOLLOW SHAFT 1 [ ] [ ]
CTB OK-2766738 HOSE 2 [ ] [ ]
CTB OK-2417066 BUSH 2 [ ] [ ]
CTB OK 2417066 Back Wall Bushes 2 [ ] [ ]
CTB OK-2765828 DOUBLE PUMP RH120E 1 [ ] [ ]
CTB OK-2765910 VALVE 1 [ ] [ ]
CTB OK-2769595 HOSE 2 [ ] [ ]
CTB OK2415665 Crowd Ram Pin 1 [ ] [ ]
CTB OK-1433799 FILTER (FI-1293) 8 [ ] [ ]
CTB OK-11347 BALL BEARING 2 [ ] [ ]
CTB OK-2766716 LINE 1 [ ] [ ]
CTB OK-2766664 LINE 1 [ ] [ ]
CTB OK-2766665 LINE 1 [ ] [ ]
CTB OK-2766736 HOSE 1 [ ] [ ]
CTB OK-2769592 HOSE 1 [ ] [ ]
CTB OK-2766745 HOSE 1 [ ] [ ]
CTB OK-1590941 HOSE 1 [ ] [ ]
CTB OK-1499347 FILTER 2 [ ] [ ]
CTB OK-2766743 HOSE 1 [ ] [ ]
CTB OK-1612144 HOSE 1 [ ] [ ]
CTB OK-1183270 MULTI HD SCREW 10 [ ] [ ]
CTB OK-2768677 GASKET 2 [ ] [ ]
CTB OK-1128802 HOSE 1 [ ] [ ]
CTB OK-6000043 FILTER 2 [ ] [ ]
CTB OK-1320027 HOSE 1 [ ] [ ]
CTB OK-2711842 HOSE 1 [ ] [ ]
CTB OK-1740055 HOSE 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 34 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1590632 HOSE 2 [ ] [ ]
CTB OK-1725421 SEALING RING 12 [ ] [ ]
CTB OK-974652 MULTI HD.SCREW 6 [ ] [ ]
CTB OK-2767459 HOSE 1 [ ] [ ]
CTB OK-3647143 HOSE 1 [ ] [ ]
CTB OK-2273588 HOSE 1 [ ] [ ]
CTB OK-2760668 HOSE 1 [ ] [ ]
CTB OK-1725420 SEALING RING 12 [ ] [ ]
CTB OK-1725419 SEALING RING 12 [ ] [ ]
CTB OK-1725418 SEALING RING 12 [ ] [ ]
CTB OK-1725417 SEALING RING 12 [ ] [ ]
TEREX DISTRIBUTION WAREHOUSE, BIN STORES LOCATION, MOTHERWELL,SCOTLAND
CTB OK-1475904 VALVE 4 [ ] [ ]
CTB OK-1467908 SOLENOID VALVE 10 [ ] [ ]
CTB OK-3650397 FOOT SWITCH 2 [ ] [ ]
CTB OK-6001791 ELEMENT 10 [ ] [ ]
CTB OK-1407883 TRANSMITTER 2 [ ] [ ]
CTB OK-271943 RING 24 [ ] [ ]
CTB OK-1717064 VALVE 1 [ ] [ ]
CTB OK-1584162 PLATE 16 [ ] [ ]
CTB OK-1439926 HANDLE 15 [ ] [ ]
CTB OK-1462552 THRMOSTAT CONTROL 1 [ ] [ ]
CTB OK-937387 GASKET 12 [ ] [ ]
CTB OK-1143423 CLIP 15 [ ] [ ]
CTB OK-1452937 GASKET 7 [ ] [ ]
CTB OK-1190045 DISC 12 [ ] [ ]
CTB OK-1421384 GASKET SET 11 [ ] [ ]
CTB OK-1478344 GASKET SET 8 [ ] [ ]
CTB OK-1128581 RING 10 [ ] [ ]
CTB OK-2274629 VALVE 2 [ ] [ ]
CTB OK-4525086 PISTON GUIDE RI 12 [ ] [ ]
CTB OK-6002784 GASKET SET 4 [ ] [ ]
CTB OK-2739258 SUPPORT RING 4 [ ] [ ]
CTB OK-727287 CLIP 26 [ ] [ ]
CTB OK-2404644 PLATE 13 [ ] [ ]
CTB OK-1477498 Kit 5 [ ] [ ]
CTB OK-1477028 GASKET SET 27 [ ] [ ]
CTB OK-971437 HEX.HD.SCREW 61 [ ] [ ]
CTB OK-1948216 ADAPTOR 1 [ ] [ ]
[ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 35 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2765946 SWITCH 5 [ ] [ ]
CTB OK-1977306 SENSOR 1 [ ] [ ]
CTB OK-6000607 VALVE SOLENOID 1 [ ] [ ]
CTB OK-1452938 GASKET 6 [ ] [ ]
CTB OK-271944 RING 11 [ ] [ ]
CTB OK-6000499 LINK 4 [ ] [ ]
CTB OK-1473080 SEAT CONTACT SW 2 [ ] [ ]
CTB OK-1589921 FLANGE 10 [ ] [ ]
CTB OK-2246500 PLATE 9 [ ] [ ]
CTB OK-1445977 GUIDE SERVO VALVE 9 [ ] [ ]
CTB OK-1558253 SCRAPER 7 [ ] [ ]
CTB OK-903814 DISK/WASHER 57 [ ] [ ]
CTB OK-1441354 GASKET SET 2 [ ] [ ]
CTB OK-6000117 BEARING 2 [ ] [ ]
CTB OK-6002171 SHAFT 1 [ ] [ ]
CTB OK-970126 SCRAPER 4 [ ] [ ]
CTB OK-1408691 RING 2 [ ] [ ]
CTB OK-1731310 LID 2 [ ] [ ]
CTB OK-1423395 GASKET SET 9 [ ] [ ]
CTB OK-2700439 INITIATOR 2 [ ] [ ]
CTB OK-1437550 HUB 1 [ ] [ ]
CTB OK-1781799 GEAR PINION 1 [ ] [ ]
CTB OK-4525107 PISTON GUIDE RING 12 [ ] [ ]
CTB OK-3646300 VALVE 1 [ ] [ ]
CTB OK-2417752 AXLE SUPPORT 5 [ ] [ ]
CTB OK-2142853 SEALING RING 6 [ ] [ ]
CTB OK-1547113 SUPPORT RING 9 [ ] [ ]
CTB OK-2268687 DISK/WASHER 47 [ ] [ ]
CTB OK-2763497 SWITCH PRESSURE 1 [ ] [ ]
CTB OK-1590968 GASKET 14 [ ] [ ]
CTB OK-1991702 SEALING RING 10 [ ] [ ]
CTB OK-6000061 LIP SEAL 4 [ ] [ ]
CTB OK-2268766 SCREW 32 [ ] [ ]
CTB OK-2764385 OUTPUT MODULE 1 [ ] [ ]
CTB OK-1542514 VALVE 1 [ ] [ ]
CTB OK-44207 MAGNETIC SCREW 17 [ ] [ ]
CTB OK-1582930 SWITCH 3 [ ] [ ]
CTB OK-1584157 STRIP 6 [ ] [ ]
CTB OK-756286 DISK/WASHER 6 [ ] [ ]
CTB OK-991413 SCRAPER 1 [ ] [ ]
CTB OK-1758386 TUBE FITTING 3 [ ] [ ]
CTB OK-1740816 HEX HD SCREW 12 [ ] [ ]
CTB OK-264814 GROOVED RING 1 [ ] [ ]
CTB OK-2470894 LINE 4 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 36 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-974766 DISK/WASHER 18 [ ] [ ]
CTB OK-1709410 REGULATOR 1 [ ] [ ]
CTB OK-215630 O RING 17 [ ] [ ]
CTB OK-1148703 VALVE 1 [ ] [ ]
CTB OK-1740523 SCRAPER 3 [ ] [ ]
CTB OK-1589918 FLANGE 6 [ ] [ ]
CTB OK-4525080 RING 33 [ ] [ ]
CTB OK-2244547 DISC 32 [ ] [ ]
CTB OK-1791076 SWITCH 11 [ ] [ ]
CTB OK-1466233 ROT SHAFT SEAL 2 [ ] [ ]
CTB OK-1148175 FLANGE 2 [ ] [ ]
CTB OK-1774064 DISK WASHER 2 [ ] [ ]
CTB OK-1451893 O RING 10 [ ] [ ]
CTB OK-1754172 SOCKET 11 [ ] [ ]
CTB OK-6000116 BEARING 1 [ ] [ ]
CTB OK-1462616 VALVE 1 [ ] [ ]
CTB OK-1462617 VALVE 1 [ ] [ ]
CTB OK-950374 SUPPORT RING 28 [ ] [ ]
CTB OK-303759 HX.HD.SCREW 62 [ ] [ ]
CTB OK-1438337 VALVE 1 [ ] [ ]
CTB OK-1713370 VALVE 1 [ ] [ ]
CTB OK-1433860 FILTER 3 [ ] [ ]
CTB OK-1730794 WASHER 40 [ ] [ ]
CTB OK-264850 GROOVED RING 4 [ ] [ ]
CTB OK-1753126 ROLLER BEARING 1 [ ] [ ]
CTB OK-1589394 SCRAPER 8 [ ] [ ]
CTB OK-1751371 DISK/WASHER 37 [ ] [ ]
CTB OK-2712722 PRESSURE SWITCH 1 [ ] [ ]
CTB OK-2115325 SUPPORT RING 2 [ ] [ ]
CTB OK-1590966 GASKET SET 13 [ ] [ ]
CTB OK-936880 SCRAPER 1 [ ] [ ]
CTB OK-1458514 GASKET 8 [ ] [ ]
CTB OK-1725569 TUBE FITTING 5 [ ] [ ]
CTB OK-218140 CLIP 17 [ ] [ ]
CTB OK-1725273 JOINT 6 [ ] [ ]
CTB OK-950373 RING 11 [ ] [ ]
CTB OK-559336 VALVE 7 [ ] [ ]
CTB OK-1909573 VALVE 3 [ ] [ ]
CTB OK-1758682 SEALING RING 4 [ ] [ ]
CTB OK-1418163 RING 8 [ ] [ ]
CTB OK-1477530 THERMOSTAT 1 [ ] [ ]
CTB OK-518659 TUBE FITTING 11 [ ] [ ]
CTB OK-217914 PLATE 18 [ ] [ ]
CTB OK-80731 DISK/WASHER 372 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 37 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-34834 VALVE 2 [ ] [ ]
CTB OK-1431979 GASKET SET 3 [ ] [ ]
CTB OK-1471219 ADAPTER 1 [ ] [ ]
CTB OK-1505629 SPRING 5 [ ] [ ]
CTB OK-1713314 BUSHING 4 [ ] [ ]
CTB OK-251482 GROOVED RING 7 [ ] [ ]
CTB OK-159255 O RING 17 [ ] [ ]
CTB OK-2157359 DISK 5 [ ] [ ]
CTB OK-727914 CLIP 24 [ ] [ ]
CTB OK-6002281 SWITCH 3 [ ] [ ]
CTB OK-2273747 SLEEVE 14 [ ] [ ]
CTB OK-1713017 DISK/WASHER 12 [ ] [ ]
CTB OK-1408279 O RING 8 [ ] [ ]
CTB OK-2247758 TRANSMITTER 3 [ ] [ ]
CTB OK-31375 DISK/WASHER 190 [ ] [ ]
CTB OK-2115622 CLIP 39 [ ] [ ]
CTB OK-1449753 O RING 4 [ ] [ ]
CTB OK-2764752 BUMPER 12 [ ] [ ]
CTB OK-251427 INSERT 23 [ ] [ ]
CTB OK-1774867 DISK 4 [ ] [ ]
CTB OK-2781505 SEALING RING 1 [ ] [ ]
CTB OK-771839 SCREW PLUG 103 [ ] [ ]
CTB OK-2700989 DISTRIBUTOR 1 [ ] [ ]
CTB OK-1589487 SCRAPER 3 [ ] [ ]
CTB OK-2482648 PIN 8 [ ] [ ]
CTB OK-2213873 SEALING RING 5 [ ] [ ]
CTB OK-422651 O RING 162 [ ] [ ]
CTB OK-1503652 O RING 14 [ ] [ ]
CTB OK-978791 MULTI HD.SCREW 8 [ ] [ ]
CTB OK-1589949 CLIP 4 [ ] [ ]
CTB OK-585063 SPRING 4 [ ] [ ]
CTB OK-760456 SEALING RING 11 [ ] [ ]
CTB OK-1435432 GASKET 6 [ ] [ ]
CTB OK-1758615 SCREW 2 [ ] [ ]
CTB OK-2404633 JOINT 7 [ ] [ ]
CTB OK-8402149 STUD 10 [ ] [ ]
CTB OK-1713609 BRACKET 4 [ ] [ ]
CTB OK-2115513 WASHER 35 [ ] [ ]
CTB OK-215862 VALVE 3 [ ] [ ]
CTB OK-518542 TUBE FITTING 7 [ ] [ ]
CTB OK-1951799 WASHER 1 [ ] [ ]
CTB OK-6001532 BREATHER FILTER 2 [ ] [ ]
CTB OK-3674280 WASHER 10 [ ] [ ]
CTB OK-44245 O RING 7 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 38 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1589479 SCRAPER 13 [ ] [ ]
CTB OK-1423386 SCREW PLUG 2 [ ] [ ]
CTB OK-11943 O RING 23 [ ] [ ]
CTB OK-2764322 PLUG 7 [ ] [ ]
CTB OK-146133 CONNECTION 15 [ ] [ ]
CTB OK-274934 O RING 6 [ ] [ ]
CTB OK-4525103 GUIDE RING 6 [ ] [ ]
CTB OK-274137 SCRAPER 12 [ ] [ ]
CTB OK-1909952 HOUR METER 2 [ ] [ ]
CTB OK-1474724 O RING 10 [ ] [ ]
CTB OK-1740303 SUPPORT RING 4 [ ] [ ]
CTB OK-1758619 SCREW 2 [ ] [ ]
CTB OK-1589480 SCRAPER 2 [ ] [ ]
CTB OK-2186913 SWITCH 1 [ ] [ ]
CTB OK-1939954 SEALING RING 4 [ ] [ ]
CTB OK-955993 CLIP 26 [ ] [ ]
CTB OK-1149010 SPRING 20 [ ] [ ]
CTB OK-1183270 MULTI HD SCREW 8 [ ] [ ]
CTB OK-10418 SEALING RING 367 [ ] [ ]
CTB OK-2710924 PLUG-IN RELAY 3 [ ] [ ]
CTB OK-1547115 SUPPORT RING 10 [ ] [ ]
CTB OK-2762923 WASHER 2 [ ] [ ]
CTB OK-119589 HEX HD SCREW 182 [ ] [ ]
CTB OK-4525112 GUIDE RING 2 [ ] [ ]
CTB OK-1503657 O RING 6 [ ] [ ]
CTB OK-72198 O RING 6 [ ] [ ]
CTB OK-63070 TUBE FITTING 9 [ ] [ ]
CTB OK-511402 O RING 15 [ ] [ ]
CTB OK-274343 O RING 94 [ ] [ ]
CTB OK-217918 PLATE 20 [ ] [ ]
CTB OK-1725050 SOCKET 4 [ ] [ ]
CTB OK-1558882 O RING 6 [ ] [ ]
CTB OK-264851 SCRAPER 6 [ ] [ ]
CTB OK-1475965 O RING 5 [ ] [ ]
CTB OK-422436 O RING 103 [ ] [ ]
CTB OK-1428822 GASKET SET 2 [ ] [ ]
CTB OK-1338046 SIEVE 3 [ ] [ ]
CTB OK-200485 O RING 15 [ ] [ ]
CTB OK-2482480 FUSE 2 [ ] [ ]
CTB OK-271495 RELAY 1 [ ] [ ]
CTB OK-1542214 RING 1 [ ] [ ]
CTB OK-1725819 ROT.SFT LP SEAL 1 [ ] [ ]
CTB OK-1791059 CONNECTION 8 [ ] [ ]
CTB OK-945299 RING 2 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 39 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-3688061 VALVE 4 [ ] [ ]
CTB OK-271942 RING 5 [ ] [ ]
CTB OK-899419 'O' RING 6 [ ] [ ]
CTB OK-6001807 GASKET SET 3 [ ] [ ]
CTB OK-1758683 SEALING RING 3 [ ] [ ]
CTB OK-1558746 BULB 20 [ ] [ ]
CTB OK-1432901 RING 5 [ ] [ ]
CTB OK-8412062 REPAIR SET 1 [ ] [ ]
CTB OK-119892 O RING 19 [ ] [ ]
CTB OK-1777073 O RING 3 [ ] [ ]
CTB OK-1768307 SOCKET 2 [ ] [ ]
CTB OK-145162 SOCKET 4 [ ] [ ]
CTB OK-2700990 RESISTOR 2 [ ] [ ]
CTB OK-4525108 PISTON G RING 2 [ ] [ ]
CTB OK-2455058 DISK/WASHER 23 [ ] [ ]
CTB OK-2213961 TUBE FITTING 5 [ ] [ ]
CTB OK-63290 HEX.HD.SCREW 505 [ ] [ ]
CTB OK-251480 SCRAPER 15 [ ] [ ]
CTB OK-1730056 O RING 2 [ ] [ ]
CTB OK-524905 SWITCH 2 [ ] [ ]
CTB OK-1423642 SEALING RING 4 [ ] [ ]
CTB OK-1503659 O RING 8 [ ] [ ]
CTB OK-251935 HEX HEAD SCREW 19 [ ] [ ]
CTB OK-1537744 LOCK 2 [ ] [ ]
CTB OK-1754534 DISK/WASHER 5 [ ] [ ]
CTB OK-57076 HEX.HD.SCREW 90 [ ] [ ]
CTB OK-1709186 HEX HD SCREW 7 [ ] [ ]
CTB OK-945298 SEAL RING 2 [ ] [ ]
CTB OK-1650235 SEAL RING 7 [ ] [ ]
CTB OK-1425953 SUPPORT RING 42 [ ] [ ]
CTB OK-42111 O RING 13 [ ] [ ]
CTB OK-1939264 SEALING RING 3 [ ] [ ]
CTB OK-146187 O RING 22 [ ] [ ]
CTB OK-2426465 LINE 2 [ ] [ ]
CTB OK-511340 O RING 55 [ ] [ ]
CTB OK-1534722 GASKET 2 [ ] [ ]
CTB OK-119628 DISK WASHER 4 [ ] [ ]
CTB OK-90352 LOCKING SLEEVE 5 [ ] [ ]
CTB OK-11917 O RING 100 [ ] [ ]
CTB OK-1520739 TRANSMITTER 1 [ ] [ ]
CTB OK-2417897 HOSE 2 [ ] [ ]
CTB OK-1589483 SCRAPER 4 [ ] [ ]
CTB OK-1186567 BOLT 1 [ ] [ ]
CTB OK-10664 TUBE FITTING 9 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 40 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1636005 SOCKET 11 [ ] [ ]
CTB OK-44246 O RING 5 [ ] [ ]
CTB OK-986982 PLUG 45 [ ] [ ]
CTB OK-690958 TUBE FITTING 5 [ ] [ ]
CTB OK-773702 SCREW PLUG 8 [ ] [ ]
CTB OK-274259 O RING 4 [ ] [ ]
CTB OK-1440468 SEALING RING 5 [ ] [ ]
CTB OK-6000349 O RING 2 [ ] [ ]
CTB OK-1471539 ROT. SHAFT SEAL 1 [ ] [ ]
CTB OK-29493 FILTER 1 [ ] [ ]
CTB OK-1429857 O RING 4 [ ] [ ]
CTB OK-936559 RING 1 [ ] [ ]
CTB OK-1589488 SCRAPER 1 [ ] [ ]
CTB OK-35193 CONN-NUT 34 [ ] [ ]
CTB OK-1758103 HEX HD SCREW 4 [ ] [ ]
CTB OK-4149251 O RING 20 [ ] [ ]
CTB OK-4525106 RING 2 [ ] [ ]
CTB OK-45448 TUBE FITTING 2 [ ] [ ]
CTB OK-971216 SUPPORT RING 4 [ ] [ ]
CTB OK-1459298 RT.SFT LIP SEAL 1 [ ] [ ]
CTB OK-1471314 RING 2 [ ] [ ]
CTB OK-264854 GROOVED RING 6 [ ] [ ]
CTB OK-1791246 GASKET 2 [ ] [ ]
CTB OK-764492 SEAL 11 [ ] [ ]
CTB OK-1791494 SUPPORT RING 1 [ ] [ ]
CTB OK-1624759 EXTENSION 2 [ ] [ ]
CTB OK-788105 O RING 6 [ ] [ ]
CTB OK-974646 MULTI HD.SCREW 18 [ ] [ ]
CTB OK-1774191 DISK/WASHER 6 [ ] [ ]
CTB OK-2453525 GRUB SCREW 6 [ ] [ ]
CTB OK-69451 TUBE FITTING 6 [ ] [ ]
CTB OK-1768263 FUSE 1 [ ] [ ]
CTB OK-1471559 O-RING 14 [ ] [ ]
CTB OK-82983 O RING 8 [ ] [ ]
CTB OK-1417641 SUPPORT RING 5 [ ] [ ]
CTB OK-1547114 SUPPORT RING 15 [ ] [ ]
CTB OK-1423396 GASKET SET 10 [ ] [ ]
CTB OK-12135 O RING 30 [ ] [ ]
CTB OK-202864 O-RING 16 [ ] [ ]
CTB OK-598101 PLATE 12 [ ] [ ]
CTB OK-2268414 SCREW 8 [ ] [ ]
CTB OK-10630 TUBE FITTING 4 [ ] [ ]
CTB OK-274961 SOCKET 4 [ ] [ ]
CTB OK-583879 CYL HD SCREW 192 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 41 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-10665 TUBE FITTING 4 [ ] [ ]
CTB OK-1422029 O RING 3 [ ] [ ]
CTB OK-271662 O'RING 3 [ ] [ ]
CTB OK-1732398 SCREW 2 [ ] [ ]
CTB OK-505343 O RING 2 [ ] [ ]
CTB OK-974817 'O' RING 5 [ ] [ ]
CTB OK-970371 O RING 5 [ ] [ ]
CTB OK-1939522 LOCKING PIN 1 [ ] [ ]
CTB OK-1589484 SCRAPER 3 [ ] [ ]
CTB OK-1429617 O RING 8 [ ] [ ]
CTB OK-2763953 CABLE 1 [ ] [ ]
CTB OK-1471485 SHIM 2 [ ] [ ]
CTB OK-303766 HEX NUT 182 [ ] [ ]
CTB OK-1474783 RUBBER CAP 3 [ ] [ ]
CTB OK-2450400 PLATE 1 [ ] [ ]
CTB OK-1547117 SUPPORT RING 4 [ ] [ ]
CTB OK-6001178 SEALING RING 17 [ ] [ ]
CTB OK-30429 HANDLE 3 [ ] [ ]
CTB OK-1479949 O RING 2 [ ] [ ]
CTB OK-38706 TUBE FITTING 2 [ ] [ ]
CTB OK-11967 O RING 11 [ ] [ ]
CTB OK-10634 TUBE FITTING 5 [ ] [ ]
CTB OK-2700788 SOCKET 3 [ ] [ ]
CTB OK-971603 O RING 3 [ ] [ ]
CTB OK-2638406 LOCK 3 [ ] [ ]
CTB OK-274959 SOCKET 6 [ ] [ ]
CTB OK-589082 RELAY 3 [ ] [ ]
CTB OK-42132 O RING 18 [ ] [ ]
CTB OK-764058 GASKET SET 1 [ ] [ ]
CTB OK-944941 HEX HD.SCREW 12 [ ] [ ]
CTB OK-576816 O RING 7 [ ] [ ]
CTB OK-34324 FITTING 2 [ ] [ ]
CTB OK-11997 O RING 6 [ ] [ ]
CTB OK-1590567 RING 2 [ ] [ ]
CTB OK-6000200 RING 5 [ ] [ ]
CTB OK-118551 S/S TO OK-2142943 1 [ ] [ ]
CTB OK-124109 SOCKET 3 [ ] [ ]
CTB OK-30776 O RING 4 [ ] [ ]
CTB OK-32238 O RING 146 [ ] [ ]
CTB OK-1558842 SUPPORT RING 1 [ ] [ ]
CTB OK-264815 SCRAPER 1 [ ] [ ]
CTB OK-970091 SCREW 33 [ ] [ ]
CTB OK-1474723 O RING 4 [ ] [ ]
CTB OK-1471484 SHIM 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 42 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-304036 CIRCLIP 3 [ ] [ ]
CTB OK-203084 CAP RADIATOR 3 [ ] [ ]
CTB OK-251881 HEX HD SCREW 8 [ ] [ ]
CTB OK-23833 O RING 5 [ ] [ ]
CTB OK-215607 O RING 10 [ ] [ ]
CTB OK-57126 HEXAGONAL NUT 76 [ ] [ ]
CTB OK-612978 O RING 14 [ ] [ ]
CTB OK-264834 O RING 2 [ ] [ ]
CTB OK-690139 ROUND SEAL RING 1 [ ] [ ]
CTB OK-146188 'O' RING 5 [ ] [ ]
CTB OK-591238 HEX.HEAD SCREW 6 [ ] [ ]
CTB OK-1740553 SHIM RING 1 [ ] [ ]
CTB OK-103733 TUBE FITTING 2 [ ] [ ]
CTB OK-1471488 SERVICING KIT 1 [ ] [ ]
CTB OK-1411989 GASKET 10 [ ] [ ]
CTB OK-1468556 O-RING 12 [ ] [ ]
CTB OK-34242 O RING 7 [ ] [ ]
CTB OK-10629 CONN.NUT 52 [ ] [ ]
CTB OK-274933 O-RING 2 [ ] [ ]
CTB OK-118062 SOCKET 2 [ ] [ ]
CTB OK-1406935 WING NUT 3 [ ] [ ]
CTB OK-1740485 SCREW PLUG 3 [ ] [ ]
CTB OK-2769097 PLATE 12 [ ] [ ]
CTB OK-158532 CONNECTOR 1 [ ] [ ]
CTB OK-599816 C'SK SCREW 145 [ ] [ ]
CTB OK-217899 'O' RING 5 [ ] [ ]
CTB OK-974653 MULTI HD. SCREW 2 [ ] [ ]
CTB OK-971903 O RING 7 [ ] [ ]
CTB OK-1503655 O RING 2 [ ] [ ]
CTB OK-421283 HEX.HEAD SCREW 20 [ ] [ ]
CTB OK-13557 STUD 9 [ ] [ ]
CTB OK-54837 SEALING RING 93 [ ] [ ]
CTB OK-63701 DISK/WASHER 16 [ ] [ ]
CTB OK-46300 SCREW PLUG 3 [ ] [ ]
CTB OK-1437549 'O' RING 6 [ ] [ ]
CTB OK-29071 GROOVED RING 6 [ ] [ ]
CTB OK-271439 SCREW PLUG (was ok-1 10 [ ] [ ]
CTB OK-1437506 O RING 4 [ ] [ ]
CTB OK-598079 HEX.HD.SCREW 24 [ ] [ ]
CTB OK-119594 HEX HD SCREW 6 [ ] [ ]
CTB OK-215947 V RING 1 [ ] [ ]
CTB OK-2764587 O-RING 5 [ ] [ ]
CTB OK-1407263 O RING 12 [ ] [ ]
CTB OK-372525 GASKET 10 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 43 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1405289 o ring 3 [ ] [ ]
CTB OK-4149231 'O' RING 4 [ ] [ ]
CTB OK-57081 O RING 10 [ ] [ ]
CTB OK-146919 CIRCLIP 19 [ ] [ ]
CTB OK-243555 O RING 5 [ ] [ ]
CTB OK-63262 HEX. HD. SCREW 14 [ ] [ ]
CTB OK-957221 INDICATOR 1 [ ] [ ]
CTB OK-217916 SCREW 4 [ ] [ ]
CTB OK-725735 LOCK WASHER 30 [ ] [ ]
CTB OK-32669 O RING 8 [ ] [ ]
CTB OK-763075 O RING 16 [ ] [ ]
CTB OK-251835 HEX.HD. SCREW 2 [ ] [ ]
CTB OK-56988 DISK/WASHER 100 [ ] [ ]
CTB OK-64785 TUBE FITTING 1 [ ] [ ]
CTB OK-54379 HEX.HD.SCREW 216 [ ] [ ]
CTB OK-3291280 O RING 1 [ ] [ ]
CTB OK-57133 HEXAGONAL NUT 49 [ ] [ ]
CTB OK-2186806 TUBE FITTING 3 [ ] [ ]
CTB OK-6000501 CLIP 7 [ ] [ ]
CTB OK-251430 CYL HD SCR 15 [ ] [ ]
CTB OK-64697 O RING 10 [ ] [ ]
CTB OK-1401539 O RING 9 [ ] [ ]
CTB OK-29054 PIN 14 [ ] [ ]
CTB OK-215176 O RING 6 [ ] [ ]
CTB OK-1175064 HEXAGONAL NUT 190 [ ] [ ]
CTB OK-1768600 SOCKET 1 [ ] [ ]
CTB OK-830401 O RING 4 [ ] [ ]
CTB OK-2247034 O-RING 1 [ ] [ ]
CTB OK-32237 RING 35 [ ] [ ]
CTB OK-63713 DISK/WASHER 186 [ ] [ ]
CTB OK-159254 O RING 4 [ ] [ ]
CTB OK-511788 LOCK WASHER 181 [ ] [ ]
CTB OK-973408 C'SK SCREW 180 [ ] [ ]
CTB OK-15690 TUBE FITTING 7 [ ] [ ]
CTB OK-970277 TUBE FITTING 2 [ ] [ ]
CTB OK-12498 CIRCLIP 15 [ ] [ ]
CTB OK-81746 TUBE FITTING 1 [ ] [ ]
CTB OK-12566 CIRCLIP 1 [ ] [ ]
CTB OK-1547108 SUPPORT RING 12 [ ] [ ]
CTB OK-1059010 CYL.HD.SCREW 169 [ ] [ ]
CTB OK-665021 O RING 6 [ ] [ ]
CTB OK-10577 TUBE FITTING 6 [ ] [ ]
CTB OK-1402905 O RING 5 [ ] [ ]
CTB OK-8403763 DISK/WASHER 52 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 44 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-103019 HEX.HD.SCREW 19 [ ] [ ]
CTB OK-1791248 HEX HD SCREW 3 [ ] [ ]
CTB OK-42281 SCREW PLUG 3 [ ] [ ]
CTB OK-524228 SUPPORT RING 2 [ ] [ ]
CTB OK-56650 HEX.HD.SCREW 156 [ ] [ ]
CTB OK-599862 COUPLING 1 [ ] [ ]
CTB OK-10670 TUBE FITTING 1 [ ] [ ]
CTB OK-1624917 GASKET 2 [ ] [ ]
CTB OK-7120340 HEX HD SCREW 4 [ ] [ ]
CTB OK-263971 'O' RING 1 [ ] [ ]
CTB OK-10603 TUBE FITTING 3 [ ] [ ]
CTB OK-54841 SEALING RING 10 [ ] [ ]
CTB OK-1684994 TUBE FITTING 2 [ ] [ ]
CTB OK-984555 O RING 4 [ ] [ ]
CTB OK-944618 CIRCLIP 3 [ ] [ ]
CTB OK-145518 RING NUT 2 [ ] [ ]
CTB OK-56685 HEX.HD.SCREW 4 [ ] [ ]
CTB OK-10559 TUBE FITTING 10 [ ] [ ]
CTB OK-1547776 PIN 3 [ ] [ ]
CTB OK-57125 HEXAGONAL NUT 136 [ ] [ ]
CTB OK-2142943 SCREW 9 [ ] [ ]
CTB OK-4518205 clip 2 [ ] [ ]
CTB OK-274932 O RING 1 [ ] [ ]
CTB OK-1584739 PROFILE 1 [ ] [ ]
CTB OK-56683 HEX HD SCREW 6 [ ] [ ]
CTB OK-10625 TUBE FITTING 4 [ ] [ ]
CTB OK-7718763 SWITCH 1 [ ] [ ]
CTB OK-30778 O RING 6 [ ] [ ]
CTB OK-1542216 SEGMENT 1 [ ] [ ]
CTB OK-2358914 SEAL 2 [ ] [ ]
CTB OK-714105 NIPPLE 1 [ ] [ ]
CTB OK-830090 'O' RING 2 [ ] [ ]
CTB OK-920486 DISK/WASHER 1 [ ] [ ]
CTB OK-1558945 HEX HD SCREW 3 [ ] [ ]
CTB OK-56668 HEX.HD.SCREW 25 [ ] [ ]
CTB OK-1909260 O'RING 4 [ ] [ ]
CTB OK-1547775 STRAP 2 [ ] [ ]
CTB OK-1768395 SOCKET 2 [ ] [ ]
CTB OK-9032 O RING 1 [ ] [ ]
CTB OK-10690 CONN.NUT 5 [ ] [ ]
CTB OK-4149373 O RING 1 [ ] [ ]
CTB OK-8408968 DISK/WASHER 7 [ ] [ ]
CTB OK-28821 TUBE FITTING 5 [ ] [ ]
CTB OK-370911 TUBE FITTING 3 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 45 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-44765 O RING 2 [ ] [ ]
CTB OK-4799086 O' RING 1 [ ] [ ]
CTB OK-10561 TUBE FITTING 4 [ ] [ ]
CTB OK-1547774 DISC WASHER 4 [ ] [ ]
CTB OK-1758727 'O' RING 7 [ ] [ ]
CTB OK-867168 'O' RING 2 [ ] [ ]
CTB OK-35534 TUBE FITTING 1 [ ] [ ]
CTB OK-145681 disk washer 10 [ ] [ ]
CTB OK-46801 SOCKET 3 [ ] [ ]
CTB OK-6220208 CYL HD SCREW 6 [ ] [ ]
CTB OK-82074 O RING 1 [ ] [ ]
CTB OK-146672 O RING 3 [ ] [ ]
CTB OK-218096 HEX.HD.SCREW 15 [ ] [ ]
CTB OK-53760 DISC WASHER 8 [ ] [ ]
CTB OK-12162 O RING 8 [ ] [ ]
CTB OK-216105 HEX HD.SCREW 2 [ ] [ ]
CTB OK-274998 SOCKET 1 [ ] [ ]
CTB OK-90353 WASHER 6 [ ] [ ]
CTB OK-925130 CLIP 5 [ ] [ ]
CTB OK-63314 HEX.HD.SCREW 14 [ ] [ ]
CTB OK-725385 CYL HD SCREW 72 [ ] [ ]
CTB OK-7121030 HEX HD SCREW 10 [ ] [ ]
CTB OK-583220 SEALING RING 6 [ ] [ ]
CTB OK-10628 CONN.NUT 8 [ ] [ ]
CTB OK-1909262 SEALING RING 1 [ ] [ ]
CTB OK-146722 TUBE FITTING 1 [ ] [ ]
CTB OK-56643 HEX HD.SCREW 4 [ ] [ ]
CTB OK-56661 HEX.HD.SCREW 12 [ ] [ ]
CTB OK-56992 WASHER 20 [ ] [ ]
CTB OK-764597 BELT PULLEY 1 [ ] [ ]
CTB OK-11535 O RING 1 [ ] [ ]
CTB OK-3246008 PLUG 2 [ ] [ ]
CTB OK-559088 O RING 1 [ ] [ ]
CTB OK-56642 HEX. HD. SCREW 3 [ ] [ ]
CTB OK-12143 O RING 2 [ ] [ ]
CTB OK-1665744 HOSE 1 [ ] [ ]
CTB OK-1037020 O'RING 2 [ ] [ ]
CTB OK-591361 DISK/WASHER 4 [ ] [ ]
CTB OK-10412 SEALING RING 5 [ ] [ ]
CTB OK-10430 SEALING RING 1 [ ] [ ]
CTB OK-57047 HEX.HD.SCREW 10 [ ] [ ]
CTB OK-1403721 O-RING 3 [ ] [ ]
CTB OK-10452 SEALING RING 4 [ ] [ ]
CTB OK-987230 HEXAGONAL NUT 6 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 46 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-57127 HEXAGONAL NUT 16 [ ] [ ]
CTB OK-12513 CIRCLIP 1 [ ] [ ]
CTB OK-145163 TUBE FITTING 1 [ ] [ ]
CTB OK-56672 HEX HD SCREW 9 [ ] [ ]
CTB OK-12464 CIRCLIP 3 [ ] [ ]
CTB OK-10400 SEALING RING 4 [ ] [ ]
CTB OK-1059420 DISK WASHER 4 [ ] [ ]
CTB OK-12521 CIRCLIP 4 [ ] [ ]
CTB OK-12550 CIRCLIP 1 [ ] [ ]
CTB OK-518271 C'SK SCREW 14 [ ] [ ]
CTB OK-1570005 LINE 10 [ ] [ ]
CTB OK-1185465 SCREW 8 [ ] [ ]
CTB OK-35540 O RING 8 [ ] [ ]
CTB OK-725727 WASHER 42 [ ] [ ]
CTB OK-12508 CIRCLIP 3 [ ] [ ]
CTB OK-218757 PLATE 2 [ ] [ ]
CTB OK-7121452 HEX HD SCREW 2 [ ] [ ]
CTB OK-590410 SCREW 9 [ ] [ ]
CTB OK-598093 PLATE 4 [ ] [ ]
CTB OK-146456 S/S TO OK-612978 2 [ ] [ ]
CTB OK-57013 HEX.HD.SCREW 8 [ ] [ ]
CTB OK-35536 PIVOT 1 [ ] [ ]
CTB OK-10615 CUTTING RING 6 [ ] [ ]
CTB OK-1431140 SLEEVE 1 [ ] [ ]
CTB OK-10411 SEALING RING 7 [ ] [ ]
CTB OK-13489 SCREW PLUG 2 [ ] [ ]
CTB OK-773218 SCREW 1 [ ] [ ]
CTB OK-10657 CONN.NUT 3 [ ] [ ]
CTB OK-219041 CAP SCREW 13 [ ] [ ]
CTB OK-43948 SEALING RING 2 [ ] [ ]
CTB OK-1537500 DISK/WASHER 3 [ ] [ ]
CTB OK-591236 HEX HEAD SCREW 3 [ ] [ ]
CTB OK-145150 SLEEVE 5 [ ] [ ]
CTB OK-10650 CUTTING RING 3 [ ] [ ]
CTB OK-12177 O RING 1 [ ] [ ]
CTB OK-274931 O RING 1 [ ] [ ]
CTB OK-108987 CIRCLIP 1 [ ] [ ]
CTB OK-108533 HEX.HD.SCREW 1 [ ] [ ]
CTB OK-620474 O RING 1 [ ] [ ]
CTB OK-53977 SCREW 4 [ ] [ ]
CTB OK-64132 CYL. HEAD SCREW 12 [ ] [ ]
CTB OK-925452 O RING 1 [ ] [ ]
CTB OK-6706036 CSK SCREW 7 [ ] [ ]
CTB OK-62543 DISK/WASHER 10 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 47 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-57122 HEXAGONAL NUT 3 [ ] [ ]
CTB OK-63310 HEX.HD.SCREW 2 [ ] [ ]
CTB OK-56679 HEX HD SCREW 1 [ ] [ ]
CTB OK-43454 SEALING RING 2 [ ] [ ]
CTB OK-515370 DISK/WASHER 2 [ ] [ ]
CTB OK-54399 HEX.HD.SCREW 2 [ ] [ ]
CTB OK-57111 DISC WASHER 2 [ ] [ ]
CTB OK-63704 DISK/WASHER 6 [ ] [ ]
CTB OK-61768 LOCK WASHER 12 [ ] [ ]
CTB OK-971884 NUT 1 [ ] [ ]
CTB OK-10528 USE 9411010 1 [ ] [ ]
CTB OK-56982 DISK/WASHER 5 [ ] [ ]
CTB OK-29010 SEALING RING 5 [ ] [ ]
CTB OK-55066 HEX.HD.SCREW 1 [ ] [ ]
CTB OK-760274 CAP 1 [ ] [ ]
TEREX DISTRIBUTION WAREHOUSE, PR80 LOCATION,MOTHERWELL, SCOTLAND
CTB OK-1976072 (P D GEARBOX) 4 [ ] [ ]
CTB OK-6000192 REPAIR KIT 2 [ ] [ ]
CTB OK-1476217 SWING PUMP 3 [ ] [ ]
CTB OK-1467966 GEAR SET 3 [ ] [ ]
CTB OK-1450589 S/EX PUMP 7 [ ] [ ]
CTB OK-3674026 PIN 89 [ ] [ ]
CTB OK-1471993 MOTOR S/EX 5 [ ] [ ]
CTB OK-3730690 120E MAIN PUMP (REPL 1 [ ] [ ]
CTB OK-2273038 PUMP 1 [ ] [ ]
CTB OK-2767997 PIN 1 [ ] [ ]
CTB OK-3676805 TRANSFER GEARBOX 1 [ ] [ ]
CTB OK-1449607 GEAR SET 1 [ ] [ ]
CTB OK-1465360 GEAR SET 2 [ ] [ ]
CTB OK-1731685 MOTOR 1 [ ] [ ]
CTB OK-2762144 ROTOR s/ by 3683715 2 [ ] [ ]
CTB OK-1598815 PUMP 2 [ ] [ ]
CTB OK-4525826 DUMP CYLINDER 1 [ ] [ ]
CTB OK-1466817 PUMP RECON. 2 [ ] [ ]
CTB OK-1448193 HYD OIL PUMP 6 [ ] [ ]
CTB OK-1449609 GEAR SET 3 [ ] [ ]
CTB OK-1434190 S/EX PUMP 2 [ ] [ ]
CTB OK-2244988X HYD TRAVEL MOTOR 120 2 [ ] [ ]
CTB OK-4525799 SEAL KIT 2 [ ] [ ]
CTB OK-2115476 INNER RING 3 [ ] [ ]
[ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 48 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2246199 SQUARE NUT 304 [ ] [ ]
CTB OK-2244988 (HYDRAULIC MOTOR)USE 1 [ ] [ ]
CTB OK-2244987 MOTOR 1 [ ] [ ]
CTB OK-4525413 PISTON ROD 1 [ ] [ ]
CTB OK-1931748 COOLING PUMP 2 [ ] [ ]
CTB OK-1449608 GEAR SET 1 [ ] [ ]
CTB OK-1717467 FILTER INSERT (see b 45 [ ] [ ]
CTB OK-2415854 BUSH 12 [ ] [ ]
CTB OK-2761956 TRAVEL MOTOR 1 [ ] [ ]
CTB OK-2159004 GEAR PINION 2 [ ] [ ]
CTB OK-2246201 HEX HD SCREW 562 [ ] [ ]
CTB OK-1535925 GEAR 1 [ ] [ ]
CTB OK-1755631 BONNET 8 [ ] [ ]
CTB OK-6001671 MAIN PUMP S/EX 120E 1 [ ] [ ]
CTB OK-2761165 BUSHING 3 [ ] [ ]
CTB OK-2246202 SCREW 293 [ ] [ ]
CTB OK-1451813 PUMP G/BOX 120C 1 [ ] [ ]
CTB OK-8484449 DRIVE 1 [ ] [ ]
CTB OK-2767998 PIN 1 [ ] [ ]
CTB OK-2403926 GUIDE 1 [ ] [ ]
CTB OK-264912 SCRAPER 11 [ ] [ ]
CTB OK-1751743 HYD MOTOR 1 [ ] [ ]
CTB OK-306505 SEALING RING 4 [ ] [ ]
CTB OK-1408692 FILTER INSERT 11 [ ] [ ]
CTB OK-4525959 SEAL KIT 1 [ ] [ ]
CTB OK-1753870 PIN (HOLLOW MASTER P 20 [ ] [ ]
CTB OK-2765422 BUSH 2 [ ] [ ]
CTB OK-789224 PUMP 1 [ ] [ ]
CTB OK-3675207 PUMP 2 [ ] [ ]
CTB OK-2700288 MOTOR 1 [ ] [ ]
CTB OK-3683466 BUSHING 5 [ ] [ ]
CTB OK-1439116 SET SPUR GEARS 1 [ ] [ ]
CTB OK-1781796 PLANATERY 1 [ ] [ ]
CTB OK-2460059 MOTOR 1 [ ] [ ]
CTB OK-2246200 NUT 589 [ ] [ ]
CTB OK-1476314 HYDRAULIC MOTOR RE-C 1 [ ] [ ]
CTB OK-1187982 RING 17 [ ] [ ]
CTB OK-2245237 BUSHING 8 [ ] [ ]
CTB OK-2763450 LOAD LIMIT REGULATOR 3 [ ] [ ]
CTB OK-1425534 FILTER INSERT 35 [ ] [ ]
CTB OK-3701470 JOYSTICK 2 [ ] [ ]
CTB OK-3675294 VALVE 4 [ ] [ ]
CTB OK-1474706 SWITCH 2 [ ] [ ]
CTB OK-1440085 TRANSMITTER 2 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 49 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2454102 BUSHING 3 [ ] [ ]
CTB OK-2781998 BEARING 2 [ ] [ ]
CTB OK-3672541 LINE 3 [ ] [ ]
CTB OK-1951793 RING 2 [ ] [ ]
CTB OK-2761250 PIN 19 [ ] [ ]
CTB OK-2768607 (COUPLING/CLUTCH) 1 [ ] [ ]
CTB OK-950868 SLEEVE 51 [ ] [ ]
CTB OK-1770490 TRAVEL MOTOR 1 [ ] [ ]
CTB OK-3692948 SOCKET 6 [ ] [ ]
CTB OK-1975148 MOTOR 1 [ ] [ ]
CTB OK-1544584 BEAM 1 [ ] [ ]
CTB OK-1542331 BEAM 1 [ ] [ ]
CTB OK-3683467 THRUST 14 [ ] [ ]
CTB OK-2765990 VALVE 1 [ ] [ ]
CTB OK-3686990 WING BASE 1 [ ] [ ]
CTB OK-2247978 S/S TO OK-2270639 57 [ ] [ ]
CTB OK-5088925 JOINT BEARING 9 [ ] [ ]
CTB OK-1740361 GASKET SET 9 [ ] [ ]
CTB OK-1541264 SCRAPER 4 [ ] [ ]
CTB OK-1474708 LUBE FILTER 5 [ ] [ ]
CTB OK-1729983 VALVE 2 [ ] [ ]
CTB OK-6002276 PISTON 1 [ ] [ ]
CTB OK-1732336 FLANGE 2 [ ] [ ]
CTB OK-1547834 DISC 25 [ ] [ ]
CTB OK-1952049 SPUR GEAR 1 [ ] [ ]
CTB OK-1437160 GASKET SET 8 [ ] [ ]
CTB OK-2762472 BUSHING 6 [ ] [ ]
CTB OK-271578 FUELVENT SOCKET 2 [ ] [ ]
CTB OK-3712847 NUT 196 [ ] [ ]
CTB OK-2761956X TRAVEL MOTOR S/EX 1 [ ] [ ]
CTB OK-1175764 RING 10 [ ] [ ]
CTB OK-2763570 BUSHING 1 [ ] [ ]
CTB OK-1725275 RING 3 [ ] [ ]
CTB OK-2417067 BUSHING 6 [ ] [ ]
CTB OK-2762088 COOLING MOTOR RH120E 1 [ ] [ ]
CTB OK-2765825 PUMP FAN RH120E 1 [ ] [ ]
CTB OK-1732494 PIN 4 [ ] [ ]
CTB OK-145084 BEARING 4 [ ] [ ]
CTB OK-2450916 BUSHING 10 [ ] [ ]
CTB OK-3649589 BUSHING 8 [ ] [ ]
CTB OK-6000105 RING 6 [ ] [ ]
CTB OK-1542212 SPUR GEAR 1 [ ] [ ]
CTB OK-1779528 SEGMENT 1 [ ] [ ]
CTB OK-1582161 LOCKING DEVICE 120C 19 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 50 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1433799 FILTER (FI-1293) 32 [ ] [ ]
CTB OK-1186315 DISC 26 [ ] [ ]
CTB OK-2452303 BLOCKING VALVE 1 [ ] [ ]
CTB OK-3650320 PLATE 2 [ ] [ ]
CTB OK-3705577 DISTRIBUTOR 4 [ ] [ ]
CTB OK-1754500 VALVE 1 [ ] [ ]
CTB OK-1596764 SEGMENT 4 [ ] [ ]
CTB OK-1479948 SWING FILTER 6 [ ] [ ]
CTB OK-2761805 LAMP 4 [ ] [ ]
CTB OK-6002253 CONTROL UNIT 2 [ ] [ ]
CTB OK-2707526 BRACKET 2 [ ] [ ]
CTB OK-3648421 LAMP 4 [ ] [ ]
CTB OK-1740526 SCRAPER 18 [ ] [ ]
CTB OK-6003698 DISTRIBUTOR 1 [ ] [ ]
CTB OK-3650389 CONTROL UNIT 1 [ ] [ ]
CTB OK-1477029 FILTER 16 [ ] [ ]
CTB OK-1196420 FILTER 9 [ ] [ ]
CTB OK-1541269 SCRAPER 3 [ ] [ ]
CTB OK-1407157 DISC 14 [ ] [ ]
CTB OK-2707892 AXLE 1 [ ] [ ]
CTB OK-1978609 GASKETSET (WAS OK-1 6 [ ] [ ]
CTB OK-2712731 VALVE 1 [ ] [ ]
CTB OK-3685545 LINE 1 [ ] [ ]
CTB OK-1446815 PUMP 3 [ ] [ ]
CTB OK-2417751 BUSHING 10 [ ] [ ]
CTB OK-2765827 SERVO PUMP RH120E 1 [ ] [ ]
CTB OK-3683446 BOTTOM ROLLER 1 [ ] [ ]
CTB OK-1128580 RING 7 [ ] [ ]
CTB OK-778703 DISTRIBUTOR 2 [ ] [ ]
CTB OK-1949330 ADAPTOR 2 [ ] [ ]
CTB OK-3699655 VALVE 6 [ ] [ ]
CTB OK-2806676 RING 2 [ ] [ ]
CTB OK-1976863 DRIVER 1 [ ] [ ]
CTB OK-8479485 FILTER INSERT 11 [ ] [ ]
CTB OK-958969 FLAP 1 [ ] [ ]
CTB OK-1740385 GASKET SET 6 [ ] [ ]
CTB OK-2763690 LOCKING DEVICE 120E 4 [ ] [ ]
CTB OK-1752188 LOCKING DEVICE 10 [ ] [ ]
CTB OK-1740155 JOINT BEARING 2 [ ] [ ]
CTB OK-1979549 PLATE 2 [ ] [ ]
CTB OK-583210 BEARING 6 [ ] [ ]
CTB OK-2101350 FAN 1 [ ] [ ]
CTB OK-1295244 LIQUEFIER 1 [ ] [ ]
CTB OK-1553734 RING 20 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 51 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1405265 PRESSURE PIECE 7 [ ] [ ]
CTB OK-6003707 DISTRIBUTOR 1 [ ] [ ]
CTB OK-2700419 HEX HD SCREW 22 [ ] [ ]
CTB OK-1190151 BALL BEARING 1 [ ] [ ]
CTB OK-6000118 BEARING 2 [ ] [ ]
CTB OK-2712786 FAN WHEEL 1 [ ] [ ]
CTB OK-1714947 HANDLE 8 [ ] [ ]
CTB OK-2159343 VALVE 2 [ ] [ ]
CTB OK-2452332 VALVE 4 [ ] [ ]
CTB OK-2739273 BLOCKING VALVE 2 [ ] [ ]
CTB OK-1725256 MOTOR 3 [ ] [ ]
CTB OK-1758541 ROLLER BEARING 1 [ ] [ ]
CTB OK-1443392 GASKET 4 [ ] [ ]
CTB OK-1951222 HOSE 2 [ ] [ ]
CTB OK-1183496 FLANGE 1 [ ] [ ]
CTB OK-1714081 DISC 11 [ ] [ ]
CTB OK-2244440 SEAT 1 [ ] [ ]
CTB OK-2415672 BUSH 2 [ ] [ ]
CTB OK-219501 'V'-BELT 24 [ ] [ ]
CTB OK-1753867 PIN 1 [ ] [ ]
CTB OK-2762481 BUSHING 1 [ ] [ ]
CTB OK-3692957 SOCKET 8 [ ] [ ]
CTB OK-1544921 BUSH 1 [ ] [ ]
CTB OK-1435804 GASKET 5 [ ] [ ]
CTB OK-2243142 LINE 1 [ ] [ ]
CTB OK-1499347 FILTER 11 [ ] [ ]
CTB OK-2765826 PUMP FAN 1 [ ] [ ]
CTB OK-3705245 SOCKET 3 [ ] [ ]
CTB OK-2765268 BUSHING 1 [ ] [ ]
CTB OK-1991799 BOLT 4 [ ] [ ]
CTB OK-1709236 VALVE 1 [ ] [ ]
CTB OK-1420387 GEAR SET (3) OK-1541 1 [ ] [ ]
CTB OK-2426378 SCRAPER 3 [ ] [ ]
CTB OK-971051 DISC 6 [ ] [ ]
CTB OK-2766720 HOSE 1 [ ] [ ]
CTB OK-1753865 PIN 1 [ ] [ ]
CTB OK-1754381 PIN 1 [ ] [ ]
CTB OK-1728662 BUSHING 3 [ ] [ ]
CTB OK-1570802 VALVE 5 [ ] [ ]
CTB OK-2470969 CLIP 11 [ ] [ ]
CTB OK-1713348 VALVE 1 [ ] [ ]
CTB OK-2769551 HOSE 2 [ ] [ ]
CTB OK-2418976 PIN 6 [ ] [ ]
CTB OK-1740483 RING 8 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 52 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1725274 CUTTING RING 2 [ ] [ ]
CTB OK-2243140 LINE 1 [ ] [ ]
CTB OK-2768172 HOSE 1 [ ] [ ]
CTB OK-1599464 BUSHING 5 [ ] [ ]
CTB OK-42113 SCRAPER 3 [ ] [ ]
CTB OK-2454104 BUSHING 1 [ ] [ ]
CTB OK-6001435 FILTER ELEMENT 7 [ ] [ ]
CTB OK-6000493 SPUR GEAR 1 [ ] [ ]
CTB OK-1709578 VALVE 1 [ ] [ ]
CTB OK-2133461 HEX HD SCREW 83 [ ] [ ]
CTB OK-1581882 DISK WASHER 4 [ ] [ ]
CTB OK-1413767 FILTER INSERT 6 [ ] [ ]
CTB OK-727510 HEXAGONAL NUT 41 [ ] [ ]
CTB OK-991416 SCRAPER 2 [ ] [ ]
CTB OK-2404298 FLUORESCENTTUBE 1 [ ] [ ]
CTB OK-1952365 PIN 3 [ ] [ ]
CTB OK-1977304 SENSOR 1 [ ] [ ]
CTB OK-6002230 FAN GRID 1 [ ] [ ]
CTB OK-1413019 FILTER INSERT 3 [ ] [ ]
CTB OK-1732490 PIN 2 [ ] [ ]
CTB OK-1407885 LEVER 1 [ ] [ ]
CTB OK-994227 MULTI HD.SCREW 26 [ ] [ ]
CTB OK-1590953 HOSE 1 [ ] [ ]
CTB OK-2274631 VALVE 1 [ ] [ ]
CTB OK-1175138 VALVE 3 [ ] [ ]
CTB OK-2762922 HUB 2 [ ] [ ]
CTB OK-2769559 HOSE 3 [ ] [ ]
CTB OK-6001214 CONTROL VALVE 2 [ ] [ ]
CTB OK-251296 CLIP 27 [ ] [ ]
CTB OK-2168956 HOSE 1 [ ] [ ]
CTB OK-6000495 SPUR GEAR 1 [ ] [ ]
CTB OK-67404 BUMPER 8 [ ] [ ]
CTB OK-2761406 MUFFLER 1 [ ] [ ]
CTB OK-2762473 BUSHING 2 [ ] [ ]
CTB OK-2765267 BUSH 2 [ ] [ ]
CTB OK-3007707 GUARD 2 [ ] [ ]
CTB OK-2243143 SOCKET 2 [ ] [ ]
CTB OK-1730616 ELBOW 2 [ ] [ ]
CTB OK-4525090 PISTON GUIDE RING 22 [ ] [ ]
CTB OK-974869 LID 5 [ ] [ ]
CTB OK-1552398 PIN 1 [ ] [ ]
CTB OK-4525115 PISTON GUIDE RG 7 [ ] [ ]
CTB OK-2183817 FLANGED BUSH 2 [ ] [ ]
CTB OK-2766723 HOSE 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 53 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1183509 MULTI HD SCREW 12 [ ] [ ]
CTB OK-6004236 CONTROL VALVE 1 [ ] [ ]
CTB OK-4525794 BUSH 2 [ ] [ ]
CTB OK-268291 MULTI HD.SCREW 22 [ ] [ ]
CTB OK-1725421 SEALING RING 113 [ ] [ ]
CTB OK-1595191 STEP 3 [ ] [ ]
CTB OK-1570703 INSERT 25 [ ] [ ]
CTB OK-1713025 SLEEVE 21 [ ] [ ]
CTB OK-1175758 GROOVED RING 4 [ ] [ ]
CTB OK-118653 BULB 47 [ ] [ ]
CTB OK-1725206 HOSE 1 [ ] [ ]
CTB OK-1183043 VALVE 1 [ ] [ ]
CTB OK-1555277 BUSHING 4 [ ] [ ]
CTB OK-271945 RING 11 [ ] [ ]
CTB OK-559359 BALL BEARING 2 [ ] [ ]
CTB OK-1753861 PIN 1 [ ] [ ]
CTB OK-2181254 HOSE 1 [ ] [ ]
CTB OK-2761260 SPROCKET 4 [ ] [ ]
CTB OK-1598830 GASKET 2 [ ] [ ]
CTB OK-1758859 HOSE 5 [ ] [ ]
CTB OK-2761254 FEATHER KEY 27 [ ] [ ]
CTB OK-156094 ROLLER BEARING 2 [ ] [ ]
CTB OK-1717412 SLEEVE 22 [ ] [ ]
CTB OK-8450697 ELBOW 7 [ ] [ ]
CTB OK-2101923 RING 1 [ ] [ ]
CTB OK-2764653 ROT SHAFT LIP SEAL 2 [ ] [ ]
CTB OK-2765828 DOUBLE PUMP RH120E 1 [ ] [ ]
CTB OK-662592 seal ring 6 [ ] [ ]
CTB OK-2769558 HOSE 2 [ ] [ ]
CTB OK-1436071 GASKET 4 [ ] [ ]
CTB OK-1542329 RING 3 [ ] [ ]
CTB OK-974790 FLANGE 3 [ ] [ ]
CTB OK-1590963 GASKET SET 5 [ ] [ ]
CTB OK-918021 PACKING COMPOND 5 [ ] [ ]
CTB OK-1599461 BUSHING 3 [ ] [ ]
CTB OK-2454109 BUSHING 2 [ ] [ ]
CTB OK-1436992 VALVE 3 [ ] [ ]
CTB OK-2470970 CLIP 6 [ ] [ ]
CTB OK-1590965 GASKET SET 35 [ ] [ ]
CTB OK-861655 HEX HD SCREW 106 [ ] [ ]
CTB OK-1752979 VALVE 1 [ ] [ ]
CTB OK-6000304 BLOWER 1 [ ] [ ]
CTB OK-944164 CYLINDER 2 [ ] [ ]
CTB OK-211258 BUSHING 4 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 54 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2415665 PIN 1 [ ] [ ]
CTB OK-1752162 BUSH 1 [ ] [ ]
CTB OK-1552400 PIN 1 [ ] [ ]
CTB OK-6002128 HANDLE 1 [ ] [ ]
CTB OK-1541868 PIN 4 [ ] [ ]
CTB OK-1660027 HOUR METER 3 [ ] [ ]
CTB OK-1752851 BUSHING 1 [ ] [ ]
CTB OK-1143422 CLIP 5 [ ] [ ]
CTB OK-2245207 PIN 2 [ ] [ ]
CTB OK-2470988 NUT 13 [ ] [ ]
CTB OK-1753978 VALVE 1 [ ] [ ]
CTB OK-1714139 DISK/WASHER 16 [ ] [ ]
CTB OK-440207 FLANGE 26 [ ] [ ]
CTB OK-1725419 SEALING RING 196 [ ] [ ]
CTB OK-2482485 FUSE 9 [ ] [ ]
CTB OK-2482483 FUSE 8 [ ] [ ]
CTB OK-1553719 SCREW PLUG 6 [ ] [ ]
CTB OK-1431747 RUBBER ELBOW 2 [ ] [ ]
CTB OK-1456951 GENERATOR 1 [ ] [ ]
CTB OK-1196802 BELLOWS 11 [ ] [ ]
CTB OK-2763779 BUSHING 2 [ ] [ ]
CTB OK-4525093 RING 7 [ ] [ ]
CTB OK-559358 BALL BEARING 2 [ ] [ ]
CTB OK-1909042 FILTER 3 [ ] [ ]
CTB OK-1438071 VALVE 2 [ ] [ ]
CTB OK-1542330 RING 3 [ ] [ ]
CTB OK-2292106 PRESSURE SENSOR 4 [ ] [ ]
CTB OK-727286 CLIP 10 [ ] [ ]
CTB OK-1728746 BUSHING (s/s ok-245 1 [ ] [ ]
CTB OK-6001546 O RING 2 [ ] [ ]
CTB OK-591232 HEX HD SCREW 25 [ ] [ ]
CTB OK-2465155 HEADLIGHT 4 [ ] [ ]
CTB OK-1590943 HOSE 1 [ ] [ ]
CTB OK-2451054 CLIP 4 [ ] [ ]
CTB OK-978790 MULTI HD.SCREW 13 [ ] [ ]
CTB OK-47006 JOINT BEARING 5 [ ] [ ]
CTB OK-936408 CLIP 4 [ ] [ ]
CTB OK-2482495 FUSE 7 [ ] [ ]
CTB OK-2765463 BUSH 8 [ ] [ ]
CTB OK-2764850 SAFETY BELT 2 [ ] [ ]
CTB OK-2769620 HOSE 6 [ ] [ ]
CTB OK-2763820 HOSE 2 [ ] [ ]
CTB OK-1753996 VALVE 1 [ ] [ ]
CTB OK-3650250 S/S TO CU-3331516 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 55 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2482227 BALL VALVE 1 [ ] [ ]
CTB OK-1584153 DISK/WASHER 6 [ ] [ ]
CTB OK-2273588 HOSE 6 [ ] [ ]
CTB OK-2769836 LINE 1 [ ] [ ]
CTB OK-974642 MULTI HD. SCREW 71 [ ] [ ]
CTB OK-1186316 DISC 4 [ ] [ ]
CTB OK-1717411 SLEEVE 14 [ ] [ ]
CTB OK-1436994 HOSE (1.6mtr = 1) 3 [ ] [ ]
CTB OK-2739100 SEAL 1 [ ] [ ]
CTB OK-274136 GROOVED RING 5 [ ] [ ]
CTB OK-1780943 BASE 1 [ ] [ ]
CTB OK-3716737 SOCKET 1 [ ] [ ]
CTB OK-3676548 CLAMP 2 [ ] [ ]
CTB OK-271947 RING 6 [ ] [ ]
CTB OK-1581883 WASHER 2 [ ] [ ]
CTB OK-1421532 PLUG 4 [ ] [ ]
CTB OK-2119948 VALVE 1 [ ] [ ]
CTB OK-2482883 V BELT 3 [ ] [ ]
CTB OK-4156408 BALL BEARING 11 [ ] [ ]
CTB OK-6001805 FILTER 1 [ ] [ ]
CTB OK-1186320 SPRING 101 [ ] [ ]
CTB OK-1143428 CLIP 2 [ ] [ ]
CTB OK-6003107 VALVE 2 [ ] [ ]
CTB OK-559961 SOCKET 25 [ ] [ ]
CTB OK-933288 ELBOW 11 [ ] [ ]
CTB OK-1740599 BEARING 2 [ ] [ ]
CTB OK-1740600 BEARING 2 [ ] [ ]
CTB OK-45439 TUBE FITTING 51 [ ] [ ]
CTB OK-773137 RELAY 1 [ ] [ ]
CTB OK-2417909 RADIATOR TUBE 1 [ ] [ ]
CTB OK-2765193 VALVE 1 [ ] [ ]
CTB OK-7223388 PIN 1 [ ] [ ]
CTB OK-1770398 SLEEVE 11 [ ] [ ]
CTB OK-2426709 CLIP 5 [ ] [ ]
CTB OK-2769594 HOSE 1 [ ] [ ]
CTB OK-1598819 PLATE 1 [ ] [ ]
CTB OK-2766737 HOSE 1 [ ] [ ]
CTB OK-1740360 GASKET SET 2 [ ] [ ]
CTB OK-102941 SEAL GROUP 1 [ ] [ ]
CTB OK-1951787 DISK/WASHER 1 [ ] [ ]
CTB OK-2762948 SOCKET 1 [ ] [ ]
CTB OK-1939952 SEALING RING 4 [ ] [ ]
CTB OK-1547240 WIPER BLADE 15 [ ] [ ]
CTB OK-3646127 HOSE 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 56 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1589287 SCRAPER 3 [ ] [ ]
CTB OK-2133462 NUT 80 [ ] [ ]
CTB OK-2418098 FILTER ELEMENT 2 [ ] [ ]
CTB OK-1779816 HOSE 1 [ ] [ ]
CTB OK-2142850 SEALING RING 5 [ ] [ ]
CTB OK-1558181 RING 3 [ ] [ ]
CTB OK-251785 HEX HD SCREW 37 [ ] [ ]
CTB OK-3676296 KIT 3 [ ] [ ]
CTB OK-2762953 BOTTOM RADIATOR HOSE 1 [ ] [ ]
CTB OK-750450 CLIP 21 [ ] [ ]
CTB OK-269670 LOCK 3 [ ] [ ]
CTB OK-264786 HEX.HEAD.SCREW 32 [ ] [ ]
CTB OK-2270598 HEX HD SCREW 13 [ ] [ ]
CTB OK-1755437 LOCK 7 [ ] [ ]
CTB OK-1553104 BUSHING 1 [ ] [ ]
CTB OK-1781442 BRACKET 25 [ ] [ ]
CTB OK-2761255 ROLLER 2 [ ] [ ]
CTB OK-861281 LOCKING PIN 4 [ ] [ ]
CTB OK-718818 LOCKING DEVICE 4 [ ] [ ]
CTB OK-2135875 TAPPET 6 [ ] [ ]
CTB OK-6000313 BLIND 1 [ ] [ ]
CTB OK-1758815 HOSE 2 [ ] [ ]
CTB OK-44241 SEAL GROUP 4 [ ] [ ]
CTB OK-304045 CIRCLIP 2 [ ] [ ]
CTB OK-4525091 PISTON GUIDE 6 [ ] [ ]
CTB OK-490273 SEALING RING 2 [ ] [ ]
CTB OK-2270851 PIPE 1 [ ] [ ]
CTB OK-1725417 SEALING RING 108 [ ] [ ]
CTB OK-1770292 LINE 1 [ ] [ ]
CTB OK-1901055 O RING 4 [ ] [ ]
CTB OK-2158047 CONTAINER 1 [ ] [ ]
CTB OK-2450201 PIN 1 [ ] [ ]
CTB OK-57130 HEXAGONAL NUT 844 [ ] [ ]
CTB OK-1590887 SCREW 65 [ ] [ ]
CTB OK-2767056 HOSE 1 [ ] [ ]
CTB OK-1725418 SEALING RING 98 [ ] [ ]
CTB OK-13357 SCREW 105 [ ] [ ]
CTB OK-1509827 HANDLE 8 [ ] [ ]
CTB OK-264219 HEX HD SCREW 50 [ ] [ ]
CTB OK-2102707 STRIP 1 [ ] [ ]
CTB OK-6000636 switch 1 [ ] [ ]
CTB OK-7225106 O RING 20 [ ] [ ]
CTB OK-2764581 O-RING 9 [ ] [ ]
CTB OK-1709901 HEX HEAD SCREW 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 57 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2764228 CLIP 3 [ ] [ ]
CTB OK-4525965 PISTON GUIDE RING 1 [ ] [ ]
CTB OK-1597181 SLEEVE 6 [ ] [ ]
CTB OK-1589290 FLANGE 2 [ ] [ ]
CTB OK-1709022 HOSE 1 [ ] [ ]
CTB OK-1558843 O RING 3 [ ] [ ]
CTB OK-1415064 FILTER INSERT 5 [ ] [ ]
CTB OK-1590140 CLIP 4 [ ] [ ]
CTB OK-2115624 CLIP 12 [ ] [ ]
CTB OK-2250774 HOSE 5 [ ] [ ]
CTB OK-1338045 SIEVE 5 [ ] [ ]
CTB OK-1791346 HOSE 4 [ ] [ ]
CTB OK-1929227 BUMPER 1 [ ] [ ]
CTB OK-1929228 BEARING 1 [ ] [ ]
CTB OK-1731637 PANELING 1 [ ] [ ]
CTB OK-2142551 MIRROR 1 [ ] [ ]
CTB OK-1624892 BOLT 4 [ ] [ ]
CTB OK-2764586 SEALING RING 4 [ ] [ ]
CTB OK-2764846 HOSE 1 [ ] [ ]
CTB OK-80200 DISK/WASHER 14 [ ] [ ]
CTB OK-1774912 MUFFLER 1 [ ] [ ]
CTB OK-262744 DISK/WASHER 4 [ ] [ ]
CTB OK-251328 CLAMP 2 [ ] [ ]
CTB OK-1148149 CLIP 10 [ ] [ ]
CTB OK-1709414 HEX HEAD SCREW 3 [ ] [ ]
CTB OK-1558409 HINGE 12 [ ] [ ]
CTB OK-760330 HANDLE 5 [ ] [ ]
CTB OK-1597639 LID 1 [ ] [ ]
CTB OK-470176 O RING 54 [ ] [ ]
CTB OK-257745 RING 7 [ ] [ ]
CTB OK-1186321 SPRING 49 [ ] [ ]
CTB OK-2764473 ROLLER CHAIN 1 [ ] [ ]
CTB OK-3674027 BUSHING 2 [ ] [ ]
CTB OK-1423479 VALVE 1 [ ] [ ]
CTB OK-6000043 FILTER 3 [ ] [ ]
CTB OK-4525117 PISTON RING 2 [ ] [ ]
CTB OK-2243878 RAIL 2 [ ] [ ]
CTB OK-2250403 RAIL 2 [ ] [ ]
CTB OK-1570922 SWITCH 1 [ ] [ ]
CTB OK-2270631 HEX HD SCREW 4 [ ] [ ]
CTB OK-937386 GASKET 2 [ ] [ ]
CTB OK-1740861 CLIP 3 [ ] [ ]
CTB OK-4525113 GUIDE RING 2 [ ] [ ]
CTB OK-2168631 SEAL 2 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 58 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-53523 CIRCLIP 4 [ ] [ ]
CTB OK-991332 VACUOMETER 4 [ ] [ ]
CTB OK-2168078 HOSE CLIP 12 [ ] [ ]
CTB OK-750963 HEX HEAD SCREW 9 [ ] [ ]
CTB OK-1774882 LINE 1 [ ] [ ]
CTB OK-2426729 CLIP 9 [ ] [ ]
CTB OK-1589482 SCRAPER 13 [ ] [ ]
CTB OK-264914 GROOVED RING 7 [ ] [ ]
CTB OK-1148760 BUMPER 6 [ ] [ ]
CTB OK-2186910 SWITCH WATR/LEV 1 [ ] [ ]
CTB OK-2268366 RING 2 [ ] [ ]
CTB OK-1423397 GASKET SET 2 [ ] [ ]
CTB OK-1418164 O RING 9 [ ] [ ]
CTB OK-13259 BOLT 6 [ ] [ ]
CTB OK-2418590 TOW ROPE 13 [ ] [ ]
CTB OK-2270630 HEX HD SCREW 3 [ ] [ ]
CTB OK-421267 SOCKET 2 [ ] [ ]
CTB OK-2482246 DISPLAY 1 [ ] [ ]
CTB OK-6000208 DISC WASHER 1 [ ] [ ]
CTB OK-1713607 CLIP 10 [ ] [ ]
CTB OK-1930624 CLIP 2 [ ] [ ]
CTB OK-576255 TUBE FITTING 4 [ ] [ ]
CTB OK-7225388 SPRING 4 [ ] [ ]
CTB OK-2186449 BALL BEARING 1 [ ] [ ]
CTB OK-4155008 CYL HD SCREW 52 [ ] [ ]
CTB OK-10593 TUBE FITTING 25 [ ] [ ]
CTB OK-2157406 GLASS 2 [ ] [ ]
CTB OK-32141 TUBE FITTING 2 [ ] [ ]
CTB OK-1479950 SUPPORT RING 4 [ ] [ ]
CTB OK-515272 V BELT 3 [ ] [ ]
CTB OK-2453524 LOCKING BUSH 2 [ ] [ ]
CTB OK-2168077 CLIP 9 [ ] [ ]
CTB OK-271624 HEX.HEAD SCREW 13 [ ] [ ]
CTB OK-2769623 HOSE 2 [ ] [ ]
CTB OK-1553735 JOINT 1 [ ] [ ]
CTB OK-1731639 PANELING 1 [ ] [ ]
CTB OK-8302526 CLIP 23 [ ] [ ]
CTB OK-145938 PIN 24 [ ] [ ]
CTB OK-12559 CIRCLIP 26 [ ] [ ]
CTB OK-57136 NUT 179 [ ] [ ]
CTB OK-56616 HEX.HD.SCREW 217 [ ] [ ]
CTB OK-1547118 SUPPORT RING 3 [ ] [ ]
CTB OK-000001467 916CK SEAL KIT 2 [ ] [ ]
CTB OK-1499814 FILTER 6 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 59 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2766362 PIN 1 [ ] [ ]
CTB OK-1781727 STRIP 2 [ ] [ ]
CTB OK-840606 SEALING RING 9 [ ] [ ]
CTB OK-2428 CHAIN LOCK 15 [ ] [ ]
CTB OK-2133805 TENSION SCREW 2 [ ] [ ]
CTB OK-744800 TUBE FITTING 2 [ ] [ ]
CTB OK-1729066 RING 2 [ ] [ ]
CTB OK-991412 SCRAPER 2 [ ] [ ]
CTB OK-12565 CIRCLIP 12 [ ] [ ]
CTB OK-3672512 BLOCK 1 [ ] [ ]
CTB OK-518098 HEX.HD.SCREW 51 [ ] [ ]
CTB OK-1553515 HOSE 2 [ ] [ ]
CTB OK-1179490 BUSHING 8 [ ] [ ]
CTB OK-2243262 SIGHT GLASS RH30D 1 [ ] [ ]
CTB OK-1732676 SCREW 2 [ ] [ ]
CTB OK-1590347 V BELT 3 [ ] [ ]
CTB OK-33074 PIN 3 [ ] [ ]
CTB OK-217666 CLIP 15 [ ] [ ]
CTB OK-308963 BATTERY ACID 12 [ ] [ ]
CTB OK-1544762 STUD 3 [ ] [ ]
CTB OK-6002181 DISC 1 [ ] [ ]
CTB OK-119588 HEX HD SCREW 148 [ ] [ ]
CTB OK-1589292 RING 1 [ ] [ ]
CTB OK-2168072 CLIP 13 [ ] [ ]
CTB OK-7227854 SIEVE 2 [ ] [ ]
CTB OK-612328 SEALING RING 5 [ ] [ ]
CTB OK-1975644 PIN 1 [ ] [ ]
CTB OK-303881 CYL HD SCREW 18 [ ] [ ]
CTB OK-2416776 HOSE 2 [ ] [ ]
CTB OK-2282346 HOSE 4 [ ] [ ]
CTB OK-2739456 SPACER PIECE 3 [ ] [ ]
CTB OK-1421560 LOCK 1 [ ] [ ]
CTB OK-1589485 SCRAPER 2 [ ] [ ]
CTB OK-64783 TUBE FITTING 14 [ ] [ ]
CTB OK-3648373 HOSE 1 [ ] [ ]
CTB OK-7723937 CONNECTION 6 [ ] [ ]
CTB OK-1409885 O RING 4 [ ] [ ]
CTB OK-67896 PIPE 1 [ ] [ ]
CTB OK-1129975 SLEEVE 2 [ ] [ ]
CTB OK-1186395 SCREW 10 [ ] [ ]
CTB OK-1423786 HOSE (GREASED) (MTR) 10 [ ] [ ]
CTB OK-271938 RING 3 [ ] [ ]
CTB OK-10675 TUBE FITTING 9 [ ] [ ]
CTB OK-56619 HEX.HD.SCREW 109 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 60 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1909026 NUT 18 [ ] [ ]
CTB OK-1596620 DISC/WASHER 2 [ ] [ ]
CTB OK-987229 CYL HD SCREW 9 [ ] [ ]
CTB OK-612778 CLIP 4 [ ] [ ]
CTB OK-65184 PIPE (per metre) 2 [ ] [ ]
CTB OK-3291924 FILTER 1 [ ] [ ]
CTB OK-1768952 SUPPORT RING 2 [ ] [ ]
CTB OK-119713 HEX HEAD SCREW 7 [ ] [ ]
CTB OK-490303 CLIP 8 [ ] [ ]
CTB OK-3646710 COVER 1 [ ] [ ]
CTB OK-2458747 PLUG-IN RELAY 1 [ ] [ ]
CTB OK-2416777 HOSE 2 [ ] [ ]
CTB OK-26123 HOSE 2 [ ] [ ]
CTB OK-725637 LOCKING NUT 7 [ ] [ ]
CTB OK-1542135 CLIP 8 [ ] [ ]
CTB OK-7225107 O RING 24 [ ] [ ]
CTB OK-1474723 O RING 4 [ ] [ ]
CTB OK-1740144 CLIP 5 [ ] [ ]
CTB OK-1452966 O RING 1 [ ] [ ]
CTB OK-217405 TUBE FITTING 13 [ ] [ ]
CTB OK-1768566 CLIP 4 [ ] [ ]
CTB OK-1267465 PIPE 2 [ ] [ ]
CTB OK-2451824 SLEEVE 1 [ ] [ ]
CTB OK-1781945 COLLAR 1 [ ] [ ]
CTB OK-1542134 CLIP 6 [ ] [ ]
CTB OK-630582 CLIP 7 [ ] [ ]
CTB OK-152528 HEX HD SCREW 39 [ ] [ ]
CTB OK-2533152 O RING 2 [ ] [ ]
CTB OK-1731643 STRIP 4 [ ] [ ]
CTB OK-2057798 SOCKET 4 [ ] [ ]
CTB OK-1474722 FILTER INSERT 9 [ ] [ ]
CTB OK-2168599 S/S TO OK-2781488 1 [ ] [ ]
CTB OK-1471282 CLIP 2 [ ] [ ]
CTB OK-13912 PIN 38 [ ] [ ]
CTB OK-1437503 'O' RING 1 [ ] [ ]
CTB OK-1589928 RING 1 [ ] [ ]
CTB OK-925328 HEX HD SCREW 3 [ ] [ ]
CTB OK-1547908 SOCKET 3 [ ] [ ]
CTB OK-56656 HEX HD SCREW 92 [ ] [ ]
CTB OK-260167 HEX.HEAD SCREW 10 [ ] [ ]
CTB OK-1503656 O RING 3 [ ] [ ]
CTB OK-899356 HEX.HD.SCREW 12 [ ] [ ]
CTB OK-105711 PIPE 1 [ ] [ ]
CTB OK-12568 CIRCLIP 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 61 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-750218 WIPER BLADE 3 [ ] [ ]
CTB OK-274043 HEX.HD.SCREW 7 [ ] [ ]
CTB OK-217917 PLATE 2 [ ] [ ]
CTB OK-8024012 BUSHING 1 [ ] [ ]
CTB OK-35511 TUBE FITTING 2 [ ] [ ]
CTB OK-2168074 CLIP 3 [ ] [ ]
CTB OK-598104 PLATE 9 [ ] [ ]
CTB OK-1684994 TUBE FITTING 3 [ ] [ ]
CTB OK-251425 CLIP 1 [ ] [ ]
CTB OK-660420 O RING 4 [ ] [ ]
CTB OK-515607 CLIP 3 [ ] [ ]
CTB OK-53649 BOLT 39 [ ] [ ]
CTB OK-56629 HEX.HD.SCREW 24 [ ] [ ]
CTB OK-2142664 CLIP 4 [ ] [ ]
CTB OK-6000505 CAPSULE 1 [ ] [ ]
CTB OK-1324282 SCREW 6 [ ] [ ]
CTB OK-1438620 NUT 7 [ ] [ ]
CTB OK-264164 HEX HEAD SCREW 7 [ ] [ ]
CTB OK-1503653 O RING 1 [ ] [ ]
CTB OK-159449 S/S TO OK-10665 2 [ ] [ ]
CTB OK-625547 PROFILE 1 [ ] [ ]
CTB OK-12567 CIRCLIP 1 [ ] [ ]
CTB OK-31112 O RING 101 [ ] [ ]
CTB OK-260177 CYL HD SCREW 14 [ ] [ ]
CTB OK-26120 HOSE 1 [ ] [ ]
CTB OK-9085 O RING 2 [ ] [ ]
CTB OK-1791001 S/S TO OK-10675 2 [ ] [ ]
CTB OK-31932 TUBE FITTING 1 [ ] [ ]
CTB OK-1774866 S/S TO OK-1713026 1 [ ] [ ]
CTB OK-10654 TUBE FITTING 2 [ ] [ ]
CTB OK-217645 PLATE 4 [ ] [ ]
CTB OK-1324015 HEX HD SCREW 1 [ ] [ ]
CTB OK-1148633 HEX. HD SCREW 1 [ ] [ ]
CTB OK-3223101 PLUG 2 [ ] [ ]
CTB OK-305522 O RING 1 [ ] [ ]
CTB OK-1740761 CYL HD SCREW 1 [ ] [ ]
CTB OK-12540 RING 2 [ ] [ ]
TEREX DISTRIBUTION , YARD LOCATION, MOTHERWELL, SCOTLAND
CTB OK-2763249 (IDLER ROLLER ASSY) 51 [ ] [ ]
CTB OK-2246204 BASEPLATE 202 [ ] [ ]
[ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 62 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-1999510 (TRACK CHAIN) 2 [ ] [ ]
CTB OK-2246205 BASEPLATE 101 [ ] [ ]
CTB OK-2707893 (GUIDE WHEEL)120C 5 [ ] [ ]
CTB OK-2760154 SPROCKET 2 [ ] [ ]
CTB OK-3674031 ROLLER BTM 120E 3 [ ] [ ]
CTB OK-2768509 OIL COOLER 2 [ ] [ ]
CTB OK-1533708 TOOTH TIP 120C 16 [ ] [ ]
CTB OK-1952567 HOSE 4 [ ] [ ]
CTB OK-3683335 TOP ROLLER 2 [ ] [ ]
CTB OK-937759 POINT 9 [ ] [ ]
CTB OK-2781511 CORNER SHOE 1 [ ] [ ]
CTB OK-1128831 HOSE 3 [ ] [ ]
CTB OK-1951222 HOSE 3 [ ] [ ]
CTB OK-2768172 HOSE 2 [ ] [ ]
CTB OK-1779528 SEGMENT 1 [ ] [ ]
CTB OK-1715271 HOSE 2 [ ] [ ]
CTB OK-1983135 HOSE 2 [ ] [ ]
CTB OK-2416843 HOSE 2 [ ] [ ]
CTB OK-1145449 HOSE 2 [ ] [ ]
CTB OK-2769592 HOSE 4 [ ] [ ]
CTB OK-2766719 HOSE 1 [ ] [ ]
CTB OK-2767066 HOSE 1 [ ] [ ]
CTB OK-1590953 HOSE 1 [ ] [ ]
CTB OK-1589436 S/S TO OK-2168956 1 [ ] [ ]
CTB OK-2115310 HOSE 1 [ ] [ ]
CTB OK-1991758 HOSE 1 [ ] [ ]
CTB OK-2418121 HOSE 1 [ ] [ ]
CTB OK-1952628 HOSE 1 [ ] [ ]
CTB OK-2416844 HOSE 1 [ ] [ ]
CTB OK-2142796 HOSE 1 [ ] [ ]
CTB OK-2418120 HOSE 1 [ ] [ ]
CTB OK-3648110 HOSE 1 [ ] [ ]
CTB OK-1952627 HOSE 1 [ ] [ ]
CTB OK-1991634 HOSE 1 [ ] [ ]
CTB OK-1770295 LINE 2 [ ] [ ]
CTB OK-2762953 BOTTOM RADIATOR HOSE 2 [ ] [ ]
CTB OK-2769593 HOSE 2 [ ] [ ]
CTB OK-2418122 HOSE 1 [ ] [ ]
CTB OK-2243143 SOCKET 1 [ ] [ ]
CTB OK-2766716 LINE 1 [ ] [ ]
CTB OK-3684530 HOSE 3 [ ] [ ]
CTB OK-1589439 HOSE 1 [ ] [ ]
CTB OK-2450252 HOSE 1 [ ] [ ]
CTB OK-2769595 HOSE 1 [ ] [ ]
Schedule 1.1(a)
Acquired Assets

Pl. Part Description
- 63 -
Current
Stock
Qty
Unit Std
Cost
(in GBP)
Current
Stock
Value
(in GBP)
CTB OK-2766737 HOSE 1 [ ] [ ]
CTB OK-1589279 HOSE 3 [ ] [ ]
CTB OK-2769591 HOSE 1 [ ] [ ]
CTB OK-2769590 HOSE 1 [ ] [ ]
CTB OK-2450251 HOSE 1 [ ] [ ]
CTB OK-2418123 HOSE 2 [ ] [ ]
CTB OK-2765933 HOSE 1 [ ] [ ]
CTB OK-1725177 S/S TO OK-1951222 1 [ ] [ ]
CTB OK-3648306 HOSE 1 [ ] [ ]
CTB OK-3677244 HOSE 1 [ ] [ ]
CTB OK-2764846 HOSE 1 [ ] [ ]
CTB OK-1709085 HOSE 1 [ ] [ ]
CTB OK-1590990 HOSE 1 [ ] [ ]
CTB OK-2764411 HOSE 1 [ ] [ ]
CTB OK-2768156 HOSE 1 [ ] [ ]
CTB OK-1128984 HOSE 1 [ ] [ ]
CTB OK-2418145 HOSE 1 [ ] [ ]
CTB OK-2417897 HOSE 1 [ ] [ ]
[ ]
Schedule 1.1(a)
Acquired Assets

- 64 -

I. Excluded Inventory
Schedule 1.1(b)
Excluded Assets 8
1. Any customer-owned components, equipment or other assets, including but not
limited to, customer-owned components or equipment that are in the process of
being rebuilt.
2. Retained WIP.
3. Obsolete, slow moving and scrap inventories as identified by Seller.
II. Excluded Accounts Receivable
1. None.
III. Excluded Equipment
1. The equipment listed in attached Appendix I to Schedule 1.1(b).
IV. Excluded Contracts
A. Retained Orders
1. To be agreed by Seller and Buyer as provided pursuant to Section 6.18(f) of
the Agreement prior to the Initial Closing or Canada Closing, as applicable.
B. Other Excluded Contracts
[Redacted references in this section to various confidential contracts]
V. Excluded Other Current Assets
None.
8 Other than items listed herein that would constitute “Acquired Assets” pursuant to the Agreement but for the
inclusion of such items on this Schedule 1.1(b), the inclusion of any specific item on this schedule is made for
informational purposes and for the avoidance of doubt only, and shall not be deemed to affect the interpretation or
meaning of the terms “Acquired Assets” or “Excluded Assets” under the Agreement.
- 65 -
Schedule 1.1(b)
Excluded Assets

VI. Other Excluded Assets
1. All intellectual property of Seller, any Seller Party or the Bucyrus Entities or any
of their respective Affiliates, including but not limited to all (i) inventions
(whether patentable or unpatentable and whether or not reduced to practice),
improvements thereto, and patents, patent applications, and patent disclosures,
together with reissuances, revisions, extensions, and reexaminations thereof, (ii)
trademarks, service marks, trade dress, logos, trade names, and applications,
registrations, and renewals in connection therewith, (iii) the names “Caterpillar”
and “Bucyrus” and any business name, trade name, service name, or brand name,
and any domain name that includes such names and any and all other derivatives
thereof, (iv) copyrights and applications, registrations, and renewals in connection
therewith and (v) trade secrets, know how and similar confidential proprietary
information.
2. All data, information, records, files and other materials (i) located at the Acquired
Real Property or (ii) owned, held, licensed or used by or on behalf of Seller or any
Seller Party or (iii) generated in connection with the conduct of the Local
Distribution Businesses, in each case whether in tangible or intangible or other
form or commingled with other items, and regardless of format, including any of
the foregoing contained in or used on or with any storage devices or media,
desktops, laptops, servers or PDAs (e.g., BlackBerrys, iPhones or other “smart”
phones).
- 66 -
Schedule 1.1(b)
Excluded Assets

- 67 -
Schedule 1.1(b)
Excluded Assets

- 68 -
Schedule 1.1(b)
Excluded Assets

I. Assumed Other Current Liabilities
None.
Schedule 1.3(a)
Certain Assumed Liabilities
- 69 -
Schedule 1.3(a)
Certain Assumed Liabilities

Schedule 1.3(b)
Scheduled Matters
[Redacted confidential information regarding Retained Liabilities]
- 70 -
Schedule 1.3(b)
Scheduled Matters

Schedule 1.4
Preliminary Allocation of Purchase Price
The following is the preliminary allocation of the applicable portion of the Purchase Price among
the Acquired Assets pursuant to Section 1.4 of the Agreement: 9
[Redacted table setting out preliminary allocation of Purchase Price]
9 The purchase price allocations contained in this Schedule 1.4 are preliminary and subject to change. The
Allocation Schedule will be prepared and finalized in accordance with Section 1.4 of the Agreement.
- 71 -
Schedule 1.4
Allocation of Purchase Price

Schedule 2.2(b)(iv)
Liens to be Discharged
1. Banco Santander currently holds two Liens (a first mortgage and a second mortgage) on
the property located at Avenida Pedro Aguirre Cerda No. 11776, Sector of Villa
Agricola, La Chimba, Antofagasta. The Liens will be released at or prior to the Initial
Closing.
- 72 -
Schedule 2.2(b)(iv)
Liens to be Discharged

Schedule 6.6(a)
Employees
[Redacted list of employees and employee codes]
- 73 -
Schedule 6.6(a)
Employees

Canada Territories
Schedule 6.7(a)
MARCs
1. [Redacted reference to confidential contract].
Prospective
CAT Dealer
Finning
International
Inc.
• Integration contract support arrangement:
Site Total
Manpower
[Redacted] [Redacted] [Redacted]
2. [Redacted reference to confidential contract].
Prospective
CAT Dealer
Finning
International
Inc.
• Integration contract support arrangement:
Site Total
Manpower
[Redacted] [Redacted]
- 74 -
HEX Shovel Drill Contract
Type
[Redacted]
HEX Shovel Drill Contract
Type
[Redacted]
3. [Redacted reference to confidential contract and related footnotes]
4. [Redacted reference to confidential contract and related footnotes]
Initial Closing Territories
1. [Redacted reference to confidential contract].
Prospective
CAT Dealer
Finning Chile
S.A.
• Integration contract support arrangement:
Site Total
Manpower
[Redacted] [Redacted]
[Redacted]
HEX Shovel Drill Contract
Type
[Redacted]
[Redacted
]
[Redacted]
Start
Date
[Redacted]
Start
Date
[Redacted]
Start
Date
[Redacted]
Schedule 6.7(a
MARCs
Est. End
Date
[Redacted]
Est. End
Date
[Redacted]
Est. End
Date
[Redacted]

2. [Redacted reference to confidential contract].
Prospective
CAT Dealer
Finning Chile
S.A.
• Integration contract support arrangement:
Site Total
Manpower
[Redacted] [Redacted]
- 75 -
HEX Shovel Drill Contract
Type
[Red- [Red [Redacacted]acted]ted]
Start
Date
[Redacted]
Schedule 6.7(a
MARCs
Est. End
Date
[Redacted]

Schedule 6.7(b)
MARC Integration Contract Support Principles
[Redacted confidential details of MARC Integration Contract Support Principles]
- 76 -
Schedule 6.7(b)
MARC Integration Contract Support Principles

I. Standard Bucyrus Warranties
See Appendix A to Schedule 6.8.
Schedule 6.8
Warranty Matters
II. Reimbursable Warranty Cost Principles
[Redacted confidential reimbursable warranty cost principles and explanatory notes]
- 77 -
Schedule 6.8
Warranty Matters

- 78 -
Schedule 6.8
Warranty Matters

[Redacted confidential details regarding component warranties]
- 79 -
Schedule 6.8
Warranty Matters

- 80 -
Schedule 6.8
Warranty Matters

- 81 -
Schedule 6.8
Warranty Matters

- 82 -
Schedule 6.8
Warranty Matters

- 83 -
Schedule 6.8
Warranty Matters

- 84 -
Schedule 6.8
Warranty Matters

- 85 -
Schedule 6.8
Warranty Matters

- 86 -
Schedule 6.8
Warranty Matters

- 87 -
Schedule 6.8
Warranty Matters

- 88 -
Schedule 6.8
Warranty Matters

- 89 -
Schedule 6.8
Warranty Matters

- 90 -
Schedule 6.8
Warranty Matters

- 91 -
Schedule 6.8
Warranty Matters

- 92 -
Schedule 6.8
Warranty Matters

- 93 -
Schedule 6.8
Warranty Matters

- 94 -
Schedule 6.8
Warranty Matters

- 95 -
Schedule 6.8
Warranty Matters

- 96 -
Schedule 6.8
Warranty Matters

- 97 -
Schedule 6.8
Warranty Matters

- 98 -
Schedule 6.8
Warranty Matters

- 99 -
Schedule 6.8
Warranty Matters

- 102 -
Schedule 6.8
Warranty Matters

- 103 -
Schedule 6.8
Warranty Matters

- 104 -
Schedule 6.8
Warranty Matters

- 105 -
Schedule 6.8
Warranty Matters

- 106 -
Schedule 6.8
Warranty Matters

- 107 -
Schedule 6.8
Warranty Matters

- 108 -
Schedule 6.8
Warranty Matters

- 109 -
Schedule 6.8
Warranty Matters

- 110 -
Schedule 6.8
Warranty Matters

- 111 -
Schedule 6.8
Warranty Matters

Canada Territories
Schedule 6.13(a)
Shared Contracts
1. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions, dated
May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck Highland
Valley Copper Partnership, Teck Alaska Incorporated, Compania Minera Teck Carmen
de Andacollo, S.A., and Compania Minera Teck Quebrada Blanca, S.A.
Initial Closing Territories
2. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions, dated
May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck Highland
Valley Copper Partnership, Teck Alaska Incorporated, Compania Minera Teck Carmen
de Andacollo, S.A., and Compania Minera Teck Quebrada Blanca, S.A.
3. Acta de Entrega de Contrato de prestacion de Servicios de Redes y Telecomunicaciones,
dated July 23, 2007, between Entel S.A. and Bucyrus International (Chile) Limitada and
Plan: Bucyrus International (Chile) Limitada, undated, provided to Bucyrus International
(Chile) Limitada by Entel Empresas.
4. Memorandum of Agreement, dated May 11, 2000, between Bucyrus International (Chile)
Limitada and Wire Rope Industries Ltd., Addendum: Schedule of Stock in Consignment,
dated September 7, 2001, and Anexo de Contract de Distribución, dated November 22,
2002.
- 112 -
Schedule 6.13(a)
Shared Contracts

1.
2.
Customer
Name
Mine / Site Base
Machine
Schedule 6.18
Transferred Prime Product Orders 10
Transferred Prime Product Orders to [Dealer] as at [●], 2012
Exchange
Rate
Customer Base
Machine Charge
(i.e., sell price of
base machine to
customer) *
- 113 -
Buyer Base
Machine Price
(subject to
adjustment for
increase in
Customer Base
Machine Charge or
in the event that
freight costs or
similar non-base
machine costs are
included in the
Customer Base
Machine Charge) *
Customer Non-
Machine
Requirements
Charge
(includes - overseas
inland freight, port
charges, sea freight,
Local manufactured
bucket, Local options,
Local assembly, Local
wharf clearance,
Local inland freight
and cranage)
Comments
*The [Foreign Currency] amounts set forth in the “Customer Base Machine Charge” and “Buyer Base Machine Price” were calculated by translating the relevant
price under the applicable Transferred Prime Product Order (which are denominated in Euro, USD or GBP, as applicable) into [Foreign Currency] using the
exchange rate set forth under the “Exchange Rate” heading. The [Foreign Currency] amounts are included for indicative purposes only. Customers are
generally required under the Transferred Prime Products Orders to pay for the Base Machine in the relevant source currency (i.e. Euro, USD or GBP, as
applicable), and Buyer and its Affiliates will be required to pay the Buyer Base Machine Price to Sellers and their Affiliates in the same source currency based on
the indicative margin reflected in this Schedule 6.18 with respect to such Transferred Prime Product Order.
10 Schedule 6.18 to be populated between signing and the Initial Closing or Canada Closing (as applicable), as provided in Section 6.18(e) of the Agreement.
Schedule 6.18
Transferred Prime Product Orders

DISCLOSURE SCHEDULE
TO
MASTER ASSET PURCHASE AGREEMENT
BY AND BETWEEN
CATERPILLAR GLOBAL MINING LLC
and
FINNING INTERNATIONAL INC.
January 17, 2012
- 114 -
Disclosure Schedule

INTRODUCTION
This Disclosure Schedule has been prepared and delivered in accordance with the Master Asset
Purchase Agreement (the “Agreement”), dated as of January 17, 2012, by and between
Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.), a limited liability company
organized under the laws of Delaware (“Seller”), and Finning International Inc., a corporation
organized under the federal laws of Canada (“Buyer”). Capitalized terms used and not otherwise
defined herein shall have the meanings given to such terms in the Agreement.
This Disclosure Schedule relates to certain matters concerning the transactions contemplated by
the Agreement, is qualified in its entirety by references to specific provisions of the Agreement
and is not intended to constitute, and shall not be construed as constituting, any representations
or warranties of Seller or Seller Parties, except as and to the extent specifically provided in the
Agreement.
No disclosure or other information set forth in this Disclosure Schedule relating to any possible
breach or violation of any contract or Legal Requirement shall be construed as an admission or
indication that such breach or violation exists or has actually occurred. The inclusion of any
information in this Disclosure Schedule shall not be deemed to be an admission of any liability
or obligation of the Seller or any of its Affiliates to any third Person. Any descriptions or
summaries of any contracts or other instruments or documents herein that have been made
available to Buyer are summaries only and are qualified in their entirety by the specific terms of
such contracts, instruments or documents.
Any matter disclosed in any section of this Disclosure Schedule shall be deemed disclosed in all
other sections of this Disclosure Schedule to the extent that it is reasonably apparent that such
disclosed matter also relates to the other section of this Disclosure Schedule, notwithstanding the
omission of an explicit cross-reference thereto. The inclusion of any information in this
Disclosure Schedule shall not be deemed an admission or acknowledgement by Seller or Seller
Parties that such information is material, and no party shall use the fact of the inclusion of such
information in any dispute or controversy between the parties as to whether any item or matter is
or is not material for purposes of the Agreement.
Matters reflected in this Disclosure Schedule are not necessarily limited to matters required by
the Agreement to be reflected in this Disclosure Schedule. Such additional matters are set forth
for informational purposes only and do not necessarily include all matters of a similar nature.
The schedule numbers contained in this Disclosure Schedule correspond to the Section numbers
in the Agreement which are modified by the disclosures set forth herein. The headings used in
this Disclosure Schedule are included solely for convenience, are not intended to be full or
accurate descriptions of the content of the sections of this Disclosure Schedule and shall not
affect the construction or interpretation hereof.
- 115 -
Disclosure Schedule

SCHEDULES Page
Schedule 3.3(a)(iii) No Conflicts.............................................................................................. 117
Schedule 3.3(b) Seller Required Consents................................................................................ 118
Schedule 3.4 Licenses............................................................................................................... 124
Schedule 3.5 Litigation ............................................................................................................. 126
Schedule 3.6(a) Material Contracts........................................................................................... 127
Schedule 3.6(b) Certain Material Contracts Matters ................................................................ 135
Schedule 3.7(a) Real Property Matters ..................................................................................... 138
Schedule 3.8 Employment Matters........................................................................................... 141
Schedule 3.9 Environmental Matters........................................................................................ 142
Schedule 3.10 Tax Matters ....................................................................................................... 143
Schedule 3.12 Exclusive Dealer Arrangements........................................................................ 144
Schedule 3.13 Title to Assets.................................................................................................... 145
Schedule 3.14 Compliance with Laws...................................................................................... 146
- 116 -
Disclosure Schedule

Schedule 3.3(a)(iii)
No Conflicts
1. See the matters listed or described on Schedule 3.3(b).
2. The failure of Buyer to obtain a replacement Bucyrus Guaranty could adversely affect
Seller or the applicable Seller Party or the Local Distribution Businesses or result in a
breach of, or right of the counterparty to terminate, one or more Assumed Contracts.
- 117 -
Schedule 3.3(a)(iii)
No Conflicts

Schedule 3.3(b)
Seller Required Consents
1. See Schedule 3.4 for a list of licenses that Buyer may need to acquire for its own account
in order to conduct the Local Distribution Businesses after the Closing.
2. See Shared Contracts listed on Schedule 6.13(a).
3. Any customer orders in the Assumed Contracts that by their terms require consent to
assign in connection with the consummation of the transactions contemplated by the
Agreement.
The following contracts require counterparty consent to assign or transfer:
Canada Territories
4. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions, dated
May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck Highland
Valley Copper Partnership, Teck Alaska Incorporated, Compania Minera Teck Carmen
de Andacollo, S.A., and Compania Minera Teck Quebrada Blanca, S.A.
5. Parts Consignment Agreement, dated June 20, 2007, between Bucyrus Canada Limited
and North American Construction Corp.
6. Amended and Restated Agreement #51006369 (formerly 51005737-OB), dated
September 1, 2010, between Bucyrus Canada Limited and Shell Canada Energy.
7. Maintenance Services, Training and Support for Bucyrus Electric Shovels, Contract #
A2231438, dated January 15, 2010, between Bucyrus Canada Limited and Imperial Oil
Resources Ventures Limited.
8. Standard Equipment Purchase Agreement, dated May 27, 2008, between Bucyrus
International, Inc. and Taseko Mines Limited.
9. Gibraltar Mines Ltd. Purchase Order Terms and Conditions, dated May 24, 2011.
10. Standard Equipment Purchase Agreement, dated May 27, 2008, between Bucyrus
International, Inc. and Taseko Mines Limited.
11. [Redacted reference to confidential contract]
12. [Redacted reference to confidential contract]]
13. Purchase Order, dated May 31, 2011, between Bucyrus International Inc and Teck Coal
Ltd.
14. Service Agreement, dated April 23, 2010, between Bucyrus Canada Limited and Sherritt
Coal – Paintearth Mine.
15. Parts Inventory Agreement, dated April 5, 2006, between Bucyrus Canada Limited and
Syncrude Canada Limited.
- 118 -
Schedule 3.3(b)
Seller Required Consents

16. Consigned Stock Agreement, dated March 8, 2010, between Bucyrus Canada Limited
and Gibraltar Mines Ltd.
17. Mobile Mining Equipment Supply and Erection Contract, dated November 15, 2006,
between O&K Orenstein & Koppel Inc. and Canadian Natural Resources Limited.
18. [Redacted reference to confidential contract]
19. Equipment Supply Agreement, dated June 15, 2010, between Bucyrus Canada Limited
and TransAlta Generation Partnership.
20. Parts Agreement, dated May 1, 2009, between Bucyrus Canada Limited and Bucyrus
International, Inc. and Shell Canada Energy, as amended by Amending Agreement CMS
0900895, dated May 1, 2011.
21. [Redacted reference to confidential contract]
22. Purchase of Equipment and Commissioning Contract: Purchase 495HF Cable Shovel
2008, Contract No. 4600006339, dated December 24, 2008, between Bucyrus
International, Inc. and Suncor Energy Inc. as agent for Suncor Energy Oil Sands Limited
Partnership, as amended by Appendix “D” – Change Orders, with effective dates of June
9, 2009, August 26, 2009, September 4, 2009, September 30, 2009 and March 1, 2010.
23. [Redacted reference to confidential contract]
24. [Redacted reference to confidential contract]
25. [Redacted reference to confidential contract]
26. [Redacted reference to confidential contract]
27. [Redacted reference to confidential contract]
28. Unwritten Consignment Agreement for Coal Valley HEX, between Bucyrus Canada
Limited and Equipment Sales and Service
29. Revised Lease Proposal and Revised Lease Proposal Certificate of Acceptance, dated
May 14, 2007, between Bucyrus Canada Limited and ABN-AMRO Leasing, a division of
ABN AMRO Bank N.V., Canada Branch (lease of Ford F550, F150 and F350 vehicles).
30. Master Lease Agreement, dated July 16, 2007, between Bucyrus Canada Limited and
ABN AMRO Leasing, a division of ABN AMRO Bank N.V., Canada Branch, as
amended August 17, 2007 (lease of Ford F550, F150 and F350 vehicles).
31. Contract No: 200-1847358-019, dated November 12, 2008, between Bucyrus Canada
Limited and Dell Financial Services Canada Limited (lease of computers).
32. Rental Agreement No. C57008, dated July 20, 2010, between Bucyrus Canada Limited
and Leavitt Machinery General Partnership (lease of a Jungheinrich ETR320 lift truck
(S/N 91037468) with electric engine and other attachments).
33. Contract No: 200-1847358-015, -016, -017, -018, -019, and -020, dated March 3, 2008;
April 16, 2008; August 8, 2008; November 10, 2008; November 12, 2008; May 22, 2009,
between Bucyrus Canada Limited and Dell Financial Services Canada Limited (lease of
computer equipment).
- 119 -
Schedule 3.3(b)
Seller Required Consents

34. Scotia Leasing Progress Payment Agreement LID # 59762, dated May 21, 2010, between
Bucyrus Canada Limited and The Bank of Nova Scotia, establishing a lease facility of
CDN $500,000.00 for acquisition of Dell laptops and desktops with software, and
Schedule of equipment.
35. Rental Agreement, dated March 26, 2009, between Bucyrus Canada Limited and Leavitt
Machinery General Partnership (lease of 3 units of CAT Model P6000-LP lift trucks with
propane engines and other attachments (S/Ns AT13F10189, AT13F10198,
36.
AT13F10211)).
Rental Agreement, dated March 26, 2009, between Bucyrus Canada Limited and Leavitt
Machinery General Partnership (lease of CAT GP40KL lift truck with propane engine
and other attachments (S/N AT29C70248)).
37. Rental Agreement, dated March 26, 2009, between Bucyrus Canada Limited and Leavitt
Machinery General Partnership (lease of CAT C3500-LP lift truck with propane engine
and other attachments (S/N AT81F00993)).
38. Rental Agreement, dated March 26, 2009, between Bucyrus Canada Limited and Leavitt
Machinery General Partnership (lease of Mitsubishi FD135 lift truck with diesel engine
and other attachments (S/N F15C60032)).
39. Rental Agreement, dated March 26, 2009, between Bucyrus Canada Limited and Leavitt
Machinery General Partnership (lease of a CAT 262C lift truck with diesel engine and
other attachments (S/N MST00884)).
40. Rental Agreement, dated March 26, 2009, between Bucyrus Canada Limited and Leavitt
Machinery General Partnership (lease for a Taylor T300M lift truck with diesel engine
and other attachments (S/N S-BF-34187)).
41. Bell Mobility Corporate Account Agreement, dated July 29, 2009, between Bucyrus
Canada Limited and Bell Mobility Inc.
42. TeraGo Service Agreement: InterCity VLAN, dated June 25, 2007, between Bucyrus
Canada Limited and TeraGo Networks Inc.
43. Security Contract, dated April 29, 2011, between Bucyrus Canada Limited and Beretta
Protective Services International Inc.
44. Honeywell Home and Building Control Service Agreement No. 429036, dated February
27, 2002, between Bucyrus Canada Limited and Honeywell Inc.
45. [Redacted reference to confidential contract]
46. Aquamark Water Cooler Agreement, dated September 1, 2009, between Bucyrus Canada
Limited and Aramark Refreshment Services, a Division of Aramark Canada Ltd.
47. Lease Agreement, dated July 10, 2008, between O&K Orenstein & Koppel, Inc. at L.
Robert Enterprises L.P.
48. Commercial Real Estate Agreement to Lease, dated June 1, 2010, between Bucyrus
Canada Limited and D.G.D. Enterprises Inc., as amended by Addendum B to the
Commercial Real Estate Agreement to Lease, dated December 9, 2010.
- 120 -
Schedule 3.3(b)
Seller Required Consents

49. Lease, dated July 29, 2010, between Bucyrus Canada Limited and 718721 Alberta Ltd.
50. Residential Tenancy Agreement, dated December 8, 2010, between Bucyrus Canada
Limited and Northern Property REIT.
Initial Closing Territories
51. [Redacted reference to confidential contract]
52. [Redacted reference to confidential contract]
53. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions, dated
May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck Highland
Valley Copper Partnership, Teck Alaska Incorporated, Compania Minera Teck Carmen
de Andacollo, S.A., and Compania Minera Teck Quebrada Blanca, S.A.
54. Memorandum of Agreement, dated May 11, 2000, between Bucyrus International (Chile)
Limitada and Wire Rope Industries Ltd., Addendum: Schedule of Stock in Consignment,
dated September 7, 2001, and Anexo de Contract de Distribución, dated November 22,
2002.
55. Corporacion Nacional Del Cobre de Chile Orden de Compra Nro. 4501088413, dated
September 1, 2009, between Bucyrus International, Inc. and Corporacion Nacional del
Cobre De Chile.
56. [Redacted reference to confidential contract]
57. [Redacted reference to confidential contract]
58. [Redacted reference to confidential contract]
59. [Redacted reference to confidential contract]
60. [Redacted reference to confidential contract]
61. Contrato de Servicios (Contratos Abiertos), Contrato Número 1.00.0161.01, dated
January 1, 2002, between Bucyrus International (Chile) Limitada and Compañía Minera
La Compañía de Las Condes Limitada as amended by Modification No. 1, dated April
17, 2006, Modification No. 2, dated March 10, 2010, Modification No. 3, dated May 14,
2010 and Modification No. 4, dated September 24, 2010.
62. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600005828 and
Convenio de Sumistro de Repuestos Palas Bucyrus 495HR No. 4600005828, dated
October 19, 2007, between Bucyrus International (Chile) Limitada and Corporación
Nacional del Cobre de Chile.
63. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600005829 and
Convenio de Sumistro de Repuestos Perforadoras Bucyrus 49HR No. 4600005829, dated
October 19, 2007, between Bucyrus International (Chile) Limitada and Corporación
Nacional del Cobre de Chile.
64. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600006464 and
Convenio en Consignacion Sumistro de Repuestos Alta Rotacion No. 4600006464, dated
- 121 -
Schedule 3.3(b)
Seller Required Consents

October 19, 2007, between Bucyrus International (Chile) Limitada and Corporación
Nacional del Cobre de Chile.
65. [Redacted reference to confidential contract]
66. [Redacted reference to confidential contract]
67. Contrato de Suministro No. 8600006073 y No. 8600006331 “Suministro de Repuestos
(OEM)”, dated October 7, 2010, between Bucyrus International (Chile) Limitada and
Minera Escondida Limitada.
68. Contrato No. 8600006476, Contrato de Servicios “Servicio de Asistencia Técnica en
Terreno de Sistemas Eléctros en Palas y Perforadoras Bucyrus”, dated January 1, 2011,
between Bucyrus International (Chile) Limitada and Minera Escondida Limitada.
69. Bucyrus International, Inc.: Contrato de Stock Consignado con Minera Escondida
Limitada, dated September 1, 2004, between Bucyrus Internacional (Chile) Limitada and
Minera Escondida Limitada, as modified by Modificación de Contrato No. 1, dated
November 5, 2008, and by Modificación de Contracto No. 2, dated July 21, 2010.
70. Corporacion Nacional del Cobre de Chile Orden de Compra Nro. 4501020470, dated
March 15, 2010, between Bucyrus International Chile, Limitada and Corporación
Nacional del Cobre De Chile.
71. Purchase Order No. B93488, dated September 29, 2010, between Bucyrus International,
Inc. with Bucyrus International (Chile) Limitada as agent and Anglo American Sur S.A.,
Division Los Bronces.
72. [Redacted reference to confidential contract]
73. [Redacted reference to confidential contract]
74. [Redacted reference to confidential contract]
75. [Redacted reference to confidential contract]
76. [Redacted reference to confidential contract]
77. Unwritten Agreement for use of a Customer Consignment Warehouse, located at
Collahuasi Minesite, Near Iquique, Primer Region 7630345
78. Unwritten Agreement for use of a Customer Consignment Warehouse, located at Cia
Minera Huasco Minesite Los Colorados, Near Copiapo, Atacama 237-0168
79. Unwritten Agreement for use of a Customer Consignment Warehouse, located at Zaldivar
near Antofagasta, Antofagasta 124-0000 (175 klms from Antofagasta)
80. Unwritten Agreement for use of a Customer Consignment Warehouse, located at Lomas
Bayas near Antofagasta, Antofagasta 124-0000 (120 klms from Antofagasta)
81. Contrato de Arrendamiento AN 0040/2011, dated October 27, 2011, between Bucyrus
International (Chile) Limitada and Servicios Integrales del Norte Limitada.
82. Contrato de Arrendamiento AN 0042/2011, dated October 12, 2011, between Bucyrus
International (Chile) Limitada and Servicios Integrales del Norte Limitada and
Addendum No. 1, dated October 12, 2011.
- 122 -
Schedule 3.3(b)
Seller Required Consents

83. Contrato de Usuario de Zona Franca, dated January 29, 2003, between Bucyrus
International (Chile) Limitada and Zona Franca de Iquique S.A.
84. Contrato de Arriendo, dated June 6, 2011, between Bucyrus International (Chile)
Limitada and Alejandra Nuñez Sorich.
- 123 -
Schedule 3.3(b)
Seller Required Consents

Canada Territories
Schedule 3.4
Licenses
1. License Number 7385659-001, valid through December 31, 2011, issued to Bucyrus
Canada Limited by the City of Edmonton.
2. Land Title Certificate, dated August 12, 2011, certifying Bucyrus Canada Limited as
owner of 18131 - 118 Avenue, Edmonton, Alberta, issued by the Government of the
Province of Alberta.
3. Bucyrus Canada Limited CRA Business Number [Redacted].
4. Bucyrus Canada Limited Alberta Corporate Account Number [Redacted].
5. Bucyrus Canada Limited British Columbia registration certificate number [Redacted].
6. Letter, dated August 24, 2010, identifying BN number of Bucyrus Canada Limited in
Manitoba as [Redacted].
7. Caterpillar Mining Canada Manitoba Retail Sales Tax (RST) Number [Redacted], issued
October 27, 2011.
8. Certificate of Articles of Amalgamation, dated August 1, 2010, of Bucyrus Canada
Limited, Ontario Corporation Number 1829389.
9. Quebec Registration Certificate of Bucyrus Canada Limited for purposes of the Quebec
sales tax, Identification Number [Redacted], dated November 9, 2010.
10. Quebec numéro d’employeur à la Commission de la santé et de la sécuríté du travail
[Redacted].
11. License [Redacted] of Bucyrus Canada Limited under the Provincal Sales Tax Act to
engage in business as a Vendor in the Province of Saskatchewan.
12. Bucyrus Canada Limited GST Business Number [Redacted].
13. Bucyrus Canada Limited Payroll Source Deductions Account Number [Redacted].
14. Bucyrus Canada Limited Non Resident Tax Account # [Redacted].
15. Bucyrus Canada Acquisition, Ltd. GST/HST Business Number [Redacted].
16. Caterpillar Mining Canada ULC Incorporation Number C0921464.
Initial Closing Territories
17. Certificate, dated August 25, 2011, by Robert Fehlandt Pettersson, general manager of
Bucyrus International (Chile) Limitada, certifying compliance with all material obligations
regarding the payment of employee remuneration, benefits, social security, work related
insurance, and other labor concepts.
18. Resolucion No. 2875, dated August 12, 2010, issued by the Ministry of Health,
- 124 -
Schedule 3.4
Licenses

Antofagasta Region, authorizing Bucyrus International (Chile) Limitada to operate a temporary
hazardous waste storage facility.
19. Resolution No. 4053, dated November 2, 2010, issued by the Ministry of Health,
Antofagasta Region, authorizing Bucyrus International Chile Limitada to operate a hazardous
waste storage facility.
20. Resolution No. 160, dated September 7, 2010, issued by the Ministry of Health,
Antofagasta Region, authorizing Bucyrus International (Chile) Limitada to operate a disposal
system for domestic waste water/ a water treatment plant.
21. Resolution No. 055, dated January 9, 2009, issued by the Secretary of the Ministry of
Health, Antofagasta Region, authorizing Bucyrus International Chile Limitada to
reuse/eliminate non-dangerous industrial waste consisting of scrap steel.
22. Confirmation of receipt of emissions declaration (Form 138) from the Ministry of Health
to Mark Ronald Stoddard, President, Bucyrus International (Chile) Limitada, confirming, as of
December 31, 2010, the receipt of the emissions declaration (Form 138) of the year 2009.
23. Resolution, dated July 8, 2009, issued by the Sanitary Department of the Ministry of
Health authorizing Bucyrus to run an establishment to produce 130 meals for its employees
located in Antofagasta, Chile.
24. The right to operate in the Zofri trade free zone granted under Contrato de Usuario de
Zona Franca, dated January 29, 2003, between Bucyrus International (Chile) Limitada and Zona
Franca de Iquique S.A.
[Redacted confidential disclosure relating to required license]
Argentina
25. Constancia de Inscripcion ante la Administracion Federal de Ingresos Publicos, valid
from August 9, 2011 to February 5, 2012.
26. Constancia de Inscripcion Sistema Padron Web Ingresos Brutos Convenio Multilateral,
dated August 9, 2011.
- 125 -
Schedule 3.4
Licenses

Schedule 3.5
Litigation
[Redacted confidential information relating to litigation matters]
- 126 -
Schedule 3.5
Litigation

I. Section 3.6(a)(i)
Schedule 3.6(a)
Material Contracts
1. In some cases, the Transferred Prime Product Orders may remain subject to
further negotiation and definitive documentation; therefore, copies of letters of
intent, draft contracts, customer tenders or other documents relating to the
Transferred Prime Product Orders provided to Buyer may not be the final, valid
and binding obligations of Seller and the customer thereto and may not be
enforceable in accordance with their terms.
Canada Territories
2. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions,
dated May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck
Highland Valley Copper Partnership, Teck Alaska Incorporated, Compania
Minera Teck Carmen de Andacollo, S.A., and Compania Minera Teck Quebrada
Blanca, S.A.
3. Parts Consignment Agreement, dated June 20, 2007, between Bucyrus Canada
Limited and North American Construction Corp.
4. Amended and Restated Agreement #51006369 (formerly 51005737-OB), dated
September 1, 2010, between Bucyrus Canada Limited and Shell Canada Energy.
5. Maintenance Services, Training and Support for Bucyrus Electric Shovels,
Contract # A2231438, dated January 15, 2010, between Bucyrus Canada Limited
and Imperial Oil Resources Ventures Limited.
6. Standard Equipment Purchase Agreement, dated May 27, 2008, between Bucyrus
International, Inc. and Taseko Mines Limited.
7. Standard Equipment Purchase Agreement, dated May 27, 2008, between Bucyrus
International, Inc. and Taseko Mines Limited.
8. [Redacted reference to confidential contract]
9. [Redacted reference to confidential contract]
10. Purchase Order, dated May 31, 2011, between Bucyrus International Inc and Teck
Coal Ltd.
11. Parts Inventory Agreement, dated April 5, 2006, between Bucyrus Canada
Limited and Syncrude Canada Limited.
12. Consigned Stock Agreement, dated March 8, 2010, between Bucyrus Canada
Limited and Gibraltar Mines Ltd.
13. Mobile Mining Equipment Supply and Erection Contract, dated November 15,
2006, between O&K Orenstein & Koppel Inc. and Canadian Natural Resources
Limited.
- 127 -
Schedule 3.6(a)
Material Contracts

14. [Redacted reference to confidential contract]
15. Equipment Supply Agreement, dated June 15, 2010, between Bucyrus Canada
Limited and TransAlta Generation Partnership.
16. Sales Order Acknowledgement (Bucyrus Sales Order #: C036728), dated March
29, 2010, between O&K Orenstein & Koppel, Inc. and Pelly Construction
Limited.
17. Letter regarding Quotation Inquiry for Racks, Rails and Rollers, dated April 1,
2008, from Bucyrus Canada Limited to Prairie Mines & Royalty Ltd.
18. Parts Agreement, dated May 1, 2009, between Bucyrus Canada Limited and
Bucyrus International, Inc. and Shell Canada Energy, as amended by Amending
Agreement CMS 0900895, dated May 1, 2011.
19. [Redacted reference to confidential contract]
20. Purchase of Equipment and Commissioning Contract: Purchase 495HF Cable
Shovel 2008, Contract No. 4600006339, dated December 24, 2008, by and among
Bucyrus International, Inc., Bucyrus Canada Limited and Suncor Energy Inc. as
agent for Suncor Energy Oil Sands Limited Partnership, as amended by Change
Order Nos. 1 through 13, dated June 9, 2009, August 26, 2009, September 4,
2009, September 30, 2009, November 11, 2005, January 4, 2010, March 1, 2010,
July 15, 2010, July 15, 2010, April 14, 2011, April 14, 2011, April 14, 2011, and
June 2, 2011 respectively.
21. [Redacted reference to confidential contract]
22. [Redacted reference to confidential contract]
23. [Redacted reference to confidential contract]
24. [Redacted reference to confidential contract]
25. [Redacted reference to confidential contract]
26. Sales Order Acknowledgement, dated February 7, 2011, between Bucyrus Canada
Limited and Pelly Construction Limited.
27. Purchase order, dated May 19, 2005, between Terex and Prairie Mines & Royalty
Ltd., assumed by Bucyrus Canada Limited December 26, 2008.
28. Letter, dated May 18, 2010 from Bucyrus International to Ledcor, CMI Ltd.
29. Consignment Agreement for Coal Valley HEX, between Bucyrus Canada Limited
and Equipment Sales and Service.
Initial Closing Territories
30. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions,
dated May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck
Highland Valley Copper Partnership, Teck Alaska Incorporated, Compania
Minera Teck Carmen de Andacollo, S.A., and Compania Minera Teck Quebrada
- 128 -
Schedule 3.6(a)
Material Contracts

Blanca, S.A.
31. [Redacted reference to confidential contract]
32. [Redacted reference to confidential contract]
33. Contract 8600003948, dated December 1, 2009, between Bucyrus International
Inc. and Minera Escondida Limitada.
34. Purchase Order 6200738870, dated December 2, 2009, between Bucyrus
International Inc. and Minera Escondida Limitada.
35. Purchase Order 6200738876, dated December 2, 2009, between Bucyrus
International Inc. and Minera Escondida Limitada.
36. Purchase Order 6200416082, dated September 8, 2006, between Bucyrus
International Inc. and Minera Escondida Limitada.
37. Purchase Order 6200XXXXXX, dated March 7, 2005, between Bucyrus
International Inc. and Minera Escondida Limitada.
38. Purchase Order 6200745762 dated December 29, 2009, between Bucyrus
International Inc. and Minera Escondida Limitada.
39. Purchase Order 6200745763, dated December 29, 2009, between Bucyrus
International Inc. and Minera Escondida Limitada.
40. Contract Number 8600001885, dated November 18, 2008, between Bucyrus
International Inc. and Minera Escondida Limitada.
41. Contract 8600004102, dated November 6, 2009, between Bucyrus International
Inc. and Minera Escondida Limitada.
42. Purchase Order 71585 US and Letter, dated August 17, 2010, between Bucyrus
International, Inc. and Minera Quadra Chile Limitada.
43. Purchase Order 71586 US and Letter, dated August 17, 2010, between Bucyrus
International, Inc. and Minera Quadra Chile Limitada.
44. Purchase Order No. P92897, dated December 20, 2010 between Bucyrus
International, Inc. with Bucyrus International (Chile) Limitada as agent and
Compania Minera Dona Ines de Collahuasi SCM.
45. Award Letter for Purchase of Mining Equipment, dated March 19, 2010, between
Bucyrus International (Chile) Ltd. and Compania Minera Dona Ines de Collahuasi
SCM.
46. Corporacion Nacional Del Cobre de Chile Orden de Compra Nro. 4501088413,
dated September 1, 2009, between Bucyrus International, Inc. and Corporacion
Nacional del Cobre De Chile.
47. [Redacted reference to confidential contract]
48. [Redacted reference to confidential contract]
49. [Redacted reference to confidential contract]
50. Award Letter regarding Contract No. 4600009704, dated March 3, 2011, between
- 129 -
Schedule 3.6(a)
Material Contracts

Bucyrus International (Chile) Limitada Corporación Nacional del Cobre, División
Chuquicamata.
51. Award Letter for Tender No. GSCCS-DCCS-01/2010-L, dated March 28, 2011,
between Bucyrus International (Chile) Limitada and Corporación Nacional del
Cobre.
52. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600005828 and
Convenio de Sumistro de Repuestos Palas Bucyrus 495HR No. 4600005828,
dated October 19, 2007, between Bucyrus International (Chile) Limitada and
Corporación Nacional del Cobre de Chile.
53. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600005829 and
Convenio de Sumistro de Repuestos Perforadoras Bucyrus 49HR No.
4600005829, dated October 19, 2007, between Bucyrus International (Chile)
Limitada and Corporación Nacional del Cobre de Chile.
54. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600006464 and
Convenio en Consignacion Sumistro de Repuestos Alta Rotacion No.
4600006464, dated October 19, 2007, between Bucyrus International (Chile)
Limitada and Corporación Nacional del Cobre de Chile.
55. Aviso de adjudicación y orden para proceder Contrato No. GMM-2011/10
“Reparación Mayor Pala Bucyrus 495 BI No Interno 04”, dated May 24, 2011,
between Bucyrus International (Chile) Limitada and Compañía Minera Doña Inés
de Collahuasi S.C.M.
56. [Redacted reference to confidential contract]
57. [Redacted reference to confidential contract]
58. Contrato de Suministro No. 8600006073 y No. 8600006331 “Suministro de
Repuestos (OEM)”, dated October 7, 2010, between Bucyrus International (Chile)
Limitada and Minera Escondida Limitada.
59. Contrato No. 8600006476, Contrato de Servicios “Servicio de Asistencia Técnica
en Terreno de Sistemas Eléctros en Palas y Perforadoras Bucyrus”, dated January
1, 2011, between Bucyrus International (Chile) Limitada and Minera Escondida
Limitada.
60. Bucyrus International, Inc.: Contrato de Stock Consignado con Minera Escondida
Limitada, dated September 1, 2004, between Bucyrus Internacional (Chile)
Limitada and Minera Escondida Limitada, as modified by Modificación de
Contrato No. 1, dated November 5, 2008, and by Modificación de Contrato No. 2,
dated July 21, 2010.
61. Minera Escondida Limitada Contract No. # 8600002030, dated November 27,
2008, between Bucyrus International Inc. and Minera Escondida Limitada.
62. Memo of Understanding on the Purchase of Two (2) Bucyrus Model 495HR
Electric Shovels for Sierra Gorda, dated June 21, 2010, between Bucyrus
International, Inc. and Bucyrus International (Chile) Limitada and Minera Quadra
Chile Limitada.
- 130 -
Schedule 3.6(a)
Material Contracts

63. Corporacion Nacional del Cobre de Chile Orden de Compra Nro. 4501020470,
dated March 15, 2010, between Bucyrus International Chile, Limitada and
Corporación Nacional del Cobre De Chile.
64. Purchase Order No. P85271, dated March 26, 2010, between Bucyrus
International, Inc. with Bucyrus International (Chile) Limitada as agent and
Compañia Minera Doña Inés de Collahuasi SCM.
65. Purchase Order No. B93488, dated September 29, 2010, between Bucyrus
International, Inc. with Bucyrus International Chile Limitada as agent and Anglo
American Sur S.A., Division Los Bronces, as amended by Purchase
Agreement/Contract/Purchase Order Amendment dated October 18, 2010.
66. [Redacted reference to confidential contract]
67. [Redacted reference to confidential contract]
68. [Redacted reference to confidential contract]
69. [Redacted reference to confidential contract]
70. [Redacted reference to confidential contract]
II. Section 3.6(a)(ii)
Canada Territories
None.
Initial Closing Territories
1. Contrato de Suministro de Productos de Soldadura, Gases y Accessorios
Relacionados AN 022/2006, dated August 15, 2006 between Bucyrus
International (Chile) Limitada and Indura, S.A. Industria y Comercio.
2. Memorandum of Agreement, dated May 11, 2000, between Bucyrus International
(Chile) Limitada and Wire Rope Industries Ltd., Addendum: Schedule of Stock in
Consignment, dated September 7, 2001, and Anexo de Contract de Distribución,
dated November 22, 2002.
III. Section 3.6(a)(iii)
Canada Territories
1. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions,
dated May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck
Highland Valley Copper Partnership, Teck Alaska Incorporated, Compania
Minera Teck Carmen de Andacollo, S.A., and Compania Minera Teck Quebrada
- 131 -
Schedule 3.6(a)
Material Contracts

Blanca, S.A.
2. Parts Consignment Agreement, dated June 20, 2007, between Bucyrus Canada
Limited and North American Construction Corp.
3. Purchase Order, dated May 31, 2011, between Bucyrus International Inc and Teck
Coal Ltd.
4. [Redacted reference to confidential contract]
5. Equipment Supply Agreement, dated June 15, 2010, between Bucyrus Canada
Limited and TransAlta Generation Partnership.
6. Letter regarding Quotation Inquiry for Racks, Rails and Rollers, dated April 1,
2008, from Bucyrus Canada Limited to Prairie Mines & Royalty Ltd.
7. Parts Agreement, dated May 1, 2009, between Bucyrus Canada Limited and
Bucyrus International, Inc. and Shell Canada Energy, as amended by Amending
Agreement CMS 0900895, dated May 1, 2011.
8. [Redacted reference to confidential contract]
9. Purchase of Equipment and Commissioning Contract: Purchase 495HF Cable
Shovel 2008, Contract No. 4600006339, dated December 24, 2008, by and among
Bucyrus International, Inc., Bucyrus Canada Limited and Suncor Energy Inc. as
agent for Suncor Energy Oil Sands Limited Partnership, as amended by Change
Order Nos. 1 through 13, dated June 9, 2009, August 26, 2009, September 4,
2009, September 30, 2009, November 11, 2005, January 4, 2010, March 1, 2010,
July 15, 2010, July 15, 2010, April 14, 2011, April 14, 2011, April 14, 2011, and
June 2, 2011 respectively.
10. [Redacted reference to confidential contract]
11. [Redacted reference to confidential contract]
Initial Closing Territories
12. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions,
dated May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck
Highland Valley Copper Partnership, Teck Alaska Incorporated, Compania
Minera Teck Carmen de Andacollo, S.A., and Compania Minera Teck Quebrada
Blanca, S.A.
13. [Redacted reference to confidential contract]
14. [Redacted reference to confidential contract]
15. [Redacted reference to confidential contract]
16. Contrato de Servicios (Contratos Abiertos), Contrato Número 1.00.0161.01, dated
January 1, 2002, between Bucyrus International (Chile) Limitada and Compañía
Minera La Compañía de Las Condes Limitada, as amended by Modification No.
1, dated April 17, 2006, Modification No. 2, dated March 10, 2010, Modification
No. 3, dated May 14, 2010 and Modification No. 4, dated September 24, 2010.
- 132 -
Schedule 3.6(a)
Material Contracts

17. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600005828 and
Convenio de Sumistro de Repuestos Palas Bucyrus 495HR No. 4600005828,
dated October 19, 2007, between Bucyrus International (Chile) Limitada and
Corporación Nacional del Cobre de Chile.
18. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600005829 and
Convenio de Sumistro de Repuestos Perforadoras Bucyrus 49HR No.
4600005829, dated October 19, 2007, between Bucyrus International (Chile)
Limitada and Corporación Nacional del Cobre de Chile.
19. Corporacion Nacional Del Cobre de Chile Contrato Marco Nro.: 4600006464 and
Convenio en Consignacion Sumistro de Repuestos Alta Rotacion No.
4600006464, dated October 19, 2007, between Bucyrus International (Chile)
Limitada and Corporación Nacional del Cobre de Chile.
20. Contrato de Suministro No. 8600006073 y No. 8600006331 “Suministro de
Repuestos (OEM)”, dated October 7, 2010, between Bucyrus International (Chile)
Limitada and Minera Escondida Limitada.
21. Bucyrus International, Inc.: Contrato de Stock Consignado con Minera Escondida
Limitada, dated September 1, 2004, between Bucyrus Internacional (Chile)
Limitada and Minera Escondida Limitada, as modified by Modificación de
Contrato No. 1, dated November 5, 2008, and by Modificación de Contracto No.
2, dated July 21, 2010.
22. Purchase Order No. B93488, dated September 29, 2010, between Bucyrus
International, Inc. with Bucyrus International Chile Limitada as agent and Anglo
American Sur S.A., Division Los Bronces, as amended by Purchase
Agreement/Contract/Purchase Order Amendment dated October 18, 2010.
IV. Section 3.6(a)(iv)
Canada Territories
1. [Redacted reference to confidential contract]..
2. Parts Agreement, dated May 1, 2009, between Bucyrus Canada Limited and
Bucyrus International, Inc. and Shell Canada Energy, as amended by Amending
Agreement CMS 0900895, dated May 1, 2011.
Initial Closing Territories
None.
- 133 -
Schedule 3.6(a)
Material Contracts

V. Section 3.6(a)(v)
Canada Territories
None.
Initial Closing Territories
None.
- 134 -
Schedule 3.6(a)
Material Contracts

I. Section 3.6(b)(i)
Schedule 3.6(b)
Certain Material Contracts Matters
1. [Redacted reference to confidential contract].
2. [Redacted reference to confidential contract].
II. Section 3.6(b)(ii)
Canada Territories
1. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions,
dated May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck
Highland Valley Copper Partnership, Teck Alaska Incorporated, Compania
Minera Teck Carmen de Andacollo, S.A., and Compania Minera Teck Quebrada
Blanca, S.A. (copy provided to Buyer does not contain prices for equipment).
2. Maintenance Services, Training and Support for Bucyrus Electric Shovels,
Contract # A2231438, dated January 15, 2010, between Bucyrus Canada Limited
and Imperial Oil Resources Ventures Limited (copy provided to Buyer does not
include Exhibit D).
3. Parts Inventory Agreement, dated April 5, 2006, between Bucyrus Canada
Limited and Syncrude Canada Limited (copy provided to Buyer not fully
executed).
4. Consigned Stock Agreement, dated March 8, 2010, between Bucyrus Canada
Limited and Gibraltar Mines Ltd. (copy provided to Buyer does not include
Attachment B and is not fully executed).
5. [Redacted reference to confidential contract].
6. Equipment Supply Agreement, dated June 15, 2010, between Bucyrus Canada
Limited and TransAlta Generation Partnership (copy provided to Buyer not fully
executed).
7. Letter regarding Quotation Inquiry for Racks, Rails and Rollers, dated April 1,
2008, from Bucyrus Canada Limited to Prairie Mines & Royalty Ltd. (copy
provided to Buyer does not include quotation and warranty offering document).
8. Parts Agreement, dated May 1, 2009, between Bucyrus Canada Limited and
- 135 -
Schedule 3.6(b)
Certain Material Contracts Matters

Bucyrus International, Inc. and Shell Canada Energy, as amended by Amending
Agreement CMS 0900895, dated May 1, 2011 (copy provided to Buyer does not
include Exhibit III).
9. Sales Order Acknowledgement, dated February 7, 2011, between Bucyrus Canada
Limited and Pelly Construction Limited (copy provided to Buyer does not include
Terms and Conditions).
10. Unwritten Consignment Agreement for Coal Valley HEX, between Bucyrus
Canada Limited and Equipment Sales and Service.
Initial Closing Territories
1. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions,
dated May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck
Highland Valley Copper Partnership, Teck Alaska Incorporated, Compania
Minera Teck Carmen de Andacollo, S.A., and Compania Minera Teck Quebrada
Blanca, S.A. (copy provided to Buyer does not contain prices for equipment).
2. [Redacted reference to confidential contract].
3. Purchase Order 6200416082, dated September 8, 2006, between Bucyrus
International, Inc. and Minera Escondida Limitada (copy provided to Buyer in
draft form and not fully executed).
4. Purchase Order 6200745762 dated December 29, 2009, between Bucyrus
International, Inc. and Minera Escondida Limitada (copy provided to Buyer does
not include separate terms and conditions).
5. Purchase Order 6200745763, dated December 29, 2009, between Bucyrus
International, Inc. and Minera Escondida Limitada (copy provided to Buyer does
not include separate terms and conditions).
6. Corporacion Nacional Del Cobre de Chile Orden de Compra Nro. 4501088413,
dated September 1, 2009, between Bucyrus International, Inc. and Corporacion
Nacional del Cobre De Chile (copy provided to Buyer does not include related
Purchase Order and maintenance contract).
7. [Redacted reference to confidential contract].
8. [Redacted reference to confidential contract].
9. Contrato de Servicios (Contratos Abiertos), Contrato Número 1.00.0161.01, dated
January 1, 2002, between Bucyrus International (Chile) Limitada and Compañía
Minera La Compañía de Las Condes Limitada, as amended by Modification No.
1, dated April 17, 2006, Modification No. 2, dated March 10, 2010, Modification
No. 3, dated May 14, 2010 and Modification No. 4, dated September 24, 2010
(copy provided to Buyer contains illegible pages).
- 136 -
Schedule 3.6(b)
Certain Material Contracts Matters

10. Award Letter regarding Contract No. 4600009704, dated March 3, 2011, between
Bucyrus International (Chile) Limitada Corporación Nacional del Cobre, División
Chuquicamata (copy provided to Buyer does not include the Rules and
Procedures of the Division Chuquicamata).
11. Award Letter for Tender No. GSCCS-DCCS-01/2010-L, dated March 28, 2011,
between Bucyrus International (Chile) Limitada and Corporación Nacional del
Cobre (copy provided to Buyer does not include the related tender).
12. [Redacted reference to confidential contract].
13. Minera Escondida Limitada Contract No. # 8600002030, dated November 27,
2008, between Bucyrus International, Inc. and Minera Escondida Limitada (copy
provided to Buyer does not include related contract for assembly).
14. Memo of Understanding on the Purchase of Two (2) Bucyrus Model 495HR
Electric Shovels for Sierra Gorda, dated June 21, 2010, between Bucyrus
International, Inc. and Bucyrus International (Chile) Limitada and Minera Quadra
Chile Limitada (copy provided to Buyer does not include proposal, letter of intent
and cost break-down).
15. Corporacion Nacional del Cobre de Chile Orden de Compra Nro. 4501020470,
dated March 15, 2010, between Bucyrus International Chile, Limitada and
Corporación Nacional del Cobre De Chile (copy provided to Buyer does not
include schedule of assembly).
16. [Redacted reference to confidential contract].
17. [Redacted reference to confidential contract].
18. [Redacted reference to confidential contract].
19. [Redacted reference to confidential contract].
20. [Redacted reference to confidential contract].
21. Unwritten Agreement for use of a Customer Consignment Warehouse, located at
Collahuasi Minesite, Near Iquique, Primer Region 7630345
22. Unwritten Agreement for use of a Customer Consignment Warehouse, located at
Cia Minera Huasco Minesite Los Colorados, Near Copiapo, Atacama 237-0168
23. Unwritten Agreement for use of a Customer Consignment Warehouse, located at
Zaldivar near Antofagasta, Antofagasta 124-0000 (175 klms from Antofagasta)
24. Unwritten Agreement for use of a Customer Consignment Warehouse, located at
Lomas Bayas near Antofagasta, Antofagasta 124-0000 (120 klms from
Antofagasta)
- 137 -
Schedule 3.6(b)
Certain Material Contracts Matters

I. Acquired Leased Real Property
Canada Territories
Schedule 3.7(a)
Real Property Matters
Address Description of Use
1. Meridian 4 Range 10 Township 94 Section 8
Lot 8, McKay Industrial Park, Fort McKay,
Alberta T9H5N3, Canada
2. 707 Douglas Fir Rd., Intermountain Logistics,
Sparwood, British Columbia VOB 2GO,
Canada
3. 305 9918 Gordon Avenue, Fort McMurray,
AB T9H 5L1, Canada
4. 1109 38 Riedel Street, Fort McMurray, AB
T9H 3E1, Canada
5. 414 Ellis Drive/53016 Hwy 60, Acheson, AB,
Canada
6. 315 MacDonald Crescent, Ft. McMurray,
Alberta T9H 4B7, Canada
7. Windrem B, 4735 53 rd Street, Unit B206,
Chetwynd, BC, VOC 1J0, Canada.
- 138 -
Vacant land for parts and equipment storage
Warehousing
Residence
Residence
Storage of equipment, trailers and tooling used for Field
Services and Assembly of OE Equipment
Office space, Warehouse, and Repair Service
Residence
The properties listed below are non-leased properties that Bucyrus has the right to use pursuant to various
formal and informal agreements with customers. They are listed here for informational purposes and do not
constitute Acquired Leased Real Property, but the underlying agreements are Assumed Contracts listed on
Schedule 1.1(a)(III).
8. Albian Sands Muskeg River Mine Warehouse,
Fort McMurray, Alberta.
9. Box 4020 MD 6060 Syncrude Consignment
Warehouse, Fort McMurray, Alberta T9H3L1,
Canada.
10. North American Construction Group
Customer Consignment Warehouse, Oil Sands
Region, Alberta, Canada
Non-lease storage at customer site
Non-lease storage at customer site
Non-lease storage at customer site
11. Coal Valley Resources Mine Site Non-lease storage at customer site
Schedule 3.7(a)
Real Property Matters

12. Highvale Mine Warehouse, 4425 Sundance
Road, Seba Beach AB R0E 2B0, Canada.
- 139 -
Non-lease storage at customer site
13. 10251 Gibraltar Mine Rd., McLeese Lake, BC Non-lease storage at customer site
14. Ledcor, 1200-1067 Cordova St. W.,
Vancouver, BC
15. [Redacted]
Initial Closing Territories
Non-lease storage at customer site
Non-lease storage at customer site
Address Description of Use
16. Calle Bellavista, Manzana B, Sitio 17B,
Barrio Industrial Zofri, Iquique, Tarapaca
111-2182, Chile
17. Condominio San Antonio Parcela 50,
Vallenar, Región de Atacama
18. Calle Desiderio Garcia, Sitio No. 87, Barrio
Industrial, Iquique, Chile.
19. Bodega No. 11 de Calle Videla No. 1200,
Iquique, Chile.
Land for Bonded Warehouse
The land at this location is leased. The owned building that
sits on the land is addressed separately as Acquired Owned
Real Property
Residential property for engineers
Parts Warehouse
Warehouse space and yard
The properties listed below are non-leased properties that Bucyrus has the right to use pursuant to various
formal and informal agreements with customers. They are listed here for informational purposes and do not
constitute Acquired Leased Real Property, but the underlying agreements are Assumed Contracts listed on
Schedule 1.1(a)(III).
20. Collahuasi Minesite, Near Iquique, Primer
Region 7630345
21. Mel Minesite, Near Antofagasta, Antofagasta
124-0000
22. Cia Minera Huasco Minesite, Near Copiapo,
Atacama 237-0168
23. Codelco Chuquicamata Minesite, Near
Calama, Antofagasta 139-9001
24. Codelco Gaby Minesite, Near Calama,
Antofagasta 139-9001
Non-lease storage at customer site
Non-lease storage at customer site
Non-lease storage at customer site
Non-lease storage at customer site
Non-lease storage at customer site
25. Codelco Ministro Hales Minesite, Near Non-lease storage at customer site
Schedule 3.7(a)
Real Property Matters

Calama, Antofagasta 139-9001
26. CMH Los Colorados Consignment Vallenar Non-lease storage at customer site
27. Zaldivar near Antofagasta, Antofagasta 124-
0000 (175 klms from Antofagasta)
28. Lomas Bayas near Antofagasta, Antofagasta
124-0000 (120 klms from Antofagasta)
II. Acquired Owned Real Property
Canada Territories
- 140 -
Non-lease storage at customer site
Non-lease storage at customer site
Address Description of Use
1. 18131 – 118 th Ave., Edmonton, Alberta T5S
1M8, Canada.
Initial Closing Territories
Address Description of Use
2. Oficina Bellavista, Sitio Diecisiete raya B,
Manzana B, Barrio Industrial de la Zona
Franca de Iquique.
3. Avenida Pedro Aguirre Cerda No. 11776,
Sector of Villa Agricola, La Chimba,
Antofagasta.
Canada Region Head Office, Parts Distribution Warehouse,
Repair, Rebuild, and Field Service
Bonded warehousing building
The building at this site is Acquired Owned Real Property
that will be transferred to Finning. The land the building sits
on is addressed separately as Acquired Leased Real
Property.
Customer service center for machine sales, repairs and
rebuilds
Schedule 3.7(a)
Real Property Matters

Canada Territories
1. None
Initial Closing Territories
Schedule 3.8
Employment Matters
2. Contrato Colectivo de Trabajo, dated September 15, 2011, between Bucyrus International
(Chile) Limitada and Sindicato de Trabajadores Bucyrus International (Chile) Limitada
and Addendum, dated September 15, 2011.
- 141 -
Schedule 3.8
Employment Matters

[Environmental matters redacted]
Schedule 3.9
Environmental Matters
- 142 -
Schedule 3.9
Environmental Matters

[Redacted certain confidential tax disclosures]
Schedule 3.10
Tax Matters
- 143 -
Schedule 3.10
Tax Matters

Schedule 3.12
Exclusive Dealer Arrangements
1. Distributorship Agreement (International), dated February 10, 2009, between Terex
Corporation d/b/a Terex Reedrill and Terex Corporation d/b/a/ Terex Mining and
Moncouver S.A.
2. Terex|O&K Sales and Service Agreement, dated March 1, 2006, between Terex|O&K
GmbH and Finning South America S.A.
- 144 -
Schedule 3.12
Exclusive Dealer Arrangements

Schedule 3.13
Title to Assets
1. Banco Santander currently holds two Liens (a first mortgage and a second mortgage) on
the property located at Avenida Pedro Aguirre Cerda No. 11776, Sector of Villa
Agricola, La Chimba, Antofagasta. The Liens will be released at or prior to the Initial
Closing.
- 145 -
Schedule 3.13
Title to Assets

1. See the matters listed on Schedule 3.5.
2. See the matters listed on Schedule 3.9.
3. See the matters listed on Schedule 3.10.
Schedule 3.14
Compliance with Laws
- 146 -
Schedule 3.14
Compliance with Laws