MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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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
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MASTER ASSET PURCHASE AGREEMENT BY
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TABLE OF CONTENTS (continued) - ii
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TABLE OF CONTENTS (continued) - iv
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MASTER ASSET PURCHASE AGREEMENT THI
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deliver to Seller a written stateme
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into account in connection with the
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or the Canada Purchase Agreement or
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Parties may otherwise agree (the
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event beyond the Initial Closing Ou
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(iii) except as set forth in Sectio
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(iv) any Assumed Contract granting
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(v) all material policies and pract
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3.14 Compliance with Laws. Except a
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(b) Except for the Mandatory Antitr
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5.2 Transfer Taxes. Except as provi
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delayed, (1) sell, lease, subject t
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other and, upon request, to any Gov
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(b) From the date of this Agreement
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that (i) Seller and the Seller Part
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Disclosure Schedules specifying suc
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Initial Closing and (y) with a doub
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efurbishment, restoration or repair
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7.1 Representations; Warranties; Co
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(d) any Excluded Assets; (e) any ob
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to (x) $46,500,000 minus (y) the ag
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event or circumstance that gave ris
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9.7 Survival of Representations and
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10.3 Entire Agreement; Amendment; W
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10.10 Bulk Sales Law. Buyer acknowl
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(viii) the Transferred Licenses. Fo
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“Assumed Liabilities” shall hav
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“Canada Business” shall mean th
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Closing Date (with respect to the C
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“Initial Closing Business” shal
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“Lien” shall mean any charge, c
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detract from, materially diminish t
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“Transferred Employees” shall m
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EXHIBIT A-1 Canada Territories 1. A
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EXHIBIT B Form of Initial Closing T
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IN WITNESS WHEREOF, the parties her
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APPENDIX A 3 [APPENDIX TO BE COMPLE
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(other than the Initial Closing Ass
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FINNING INTERNATIONAL INC. By: ____
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EXHIBIT C-1 Form of Initial Closing
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immediately prior to the Effective
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Information. Seller shall cooperate
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3.05 Return of Books and Records. S
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“Confidential Information” shal
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7.03 Succession and Assignment. Exc
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7.09 Severability. In the event tha
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Schedule A General Services C1-15 E
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immediately prior to the Effective
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(c) Buyer acknowledges that it will
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appointment of a trustee or receive
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11.04 Duty to Mitigate. Each Party
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ARTICLE XIII INTELLECTUAL PROPERTY
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(b) If to Buyer: Finning Internatio
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Date. IN WITNESS WHEREOF, the Parti
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Schedule B Information Systems Serv
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CONTRATO DE DEPOSITO POR CUENTA AJE
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El cliente podrá exigir la devoluc
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3. Bucyrus Chile declara que cumple
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dependencias de Finning Chile ubica
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a) Listado de los trabajadores de l
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que deberá ser pagada conforme a l
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De igual manera, , Bucyrus Chile se
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mediando tal aprobación, Bucyrus C
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Nombre: Dirección: Cargo: Correo e
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EXHIBIT D Form of Consignment Agree
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15.02 Consignment and Sale. (a) Con
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16.04 Taxes and Fees. Except as pro
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with Buyer to the extent such loss
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If to Seller: Attn: Gail Sexsmith F
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Date. IN WITNESS WHEREOF, the Parti
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EXHIBIT E Accounting Principles (Se
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vii. Seller will request mine site
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the parts consumed, the work-in-pro
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Work Order Created From SAP BAAN Pr
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EXHIBIT G Retained WIP and Retained
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SCHEDULES TO MASTER ASSET PURCHASE
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Schedule A Certain Bucyrus Entities
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Schedule B Products - 3 - Schedule
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I. Acquired Inventory Schedule 1.1(
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Seller/Seller Party Buyer/Buyer Par
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D. Other Seller/Seller Party Buyer/
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Initial Closing Territories Seller/
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Pl. Part Description TEREX DISTRIBU
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Pl. Part Description - 31 - Current
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Page 227 and 228: Pl. Part Description - 63 - Current
Page 229 and 230: I. Excluded Inventory Schedule 1.1(
Page 231 and 232: - 67 - Schedule 1.1(b) Excluded Ass
Page 233 and 234: I. Assumed Other Current Liabilitie
Page 235 and 236: Schedule 1.4 Preliminary Allocation
Page 237 and 238: Schedule 6.6(a) Employees [Redacted
Page 239 and 240: 2. [Redacted reference to confident
Page 241 and 242: I. Standard Bucyrus Warranties See
Page 243 and 244: [Redacted confidential details rega
Page 245 and 246: - 81 - Schedule 6.8 Warranty Matter
Page 263: - 99 - Schedule 6.8 Warranty Matter
Page 267 and 268: - 103 - Schedule 6.8 Warranty Matte
Page 277: 1. 2. Customer Name Mine / Site Bas
Page 281 and 282: Schedule 3.3(a)(iii) No Conflicts 1
Page 283 and 284: 16. Consigned Stock Agreement, date
Page 285 and 286: 49. Lease, dated July 29, 2010, bet
Page 287 and 288: 83. Contrato de Usuario de Zona Fra
Page 289 and 290: Antofagasta Region, authorizing Buc
Page 291 and 292: I. Section 3.6(a)(i) Schedule 3.6(a
Page 293 and 294: Blanca, S.A. 31. [Redacted referenc
Page 295 and 296: 63. Corporacion Nacional del Cobre
Page 297 and 298: 17. Corporacion Nacional Del Cobre
Page 299 and 300: I. Section 3.6(b)(i) Schedule 3.6(b
Page 301 and 302: 10. Award Letter regarding Contract
Page 303 and 304: 12. Highvale Mine Warehouse, 4425 S
Page 305 and 306: Canada Territories 1. None Initial
Page 307 and 308: [Redacted certain confidential tax
Page 309 and 310: Schedule 3.13 Title to Assets 1. Ba
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