MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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