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MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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Schedule 3.3(b)<br />

Seller Required Consents<br />

1. See Schedule 3.4 for a list of licenses that Buyer may need to acquire for its own account<br />

in order to conduct the Local Distribution Businesses after the Closing.<br />

2. See Shared Contracts listed on Schedule 6.13(a).<br />

3. Any customer orders in the Assumed Contracts that by their terms require consent to<br />

assign in connection with the consummation of the transactions contemplated by the<br />

Agreement.<br />

The following contracts require counterparty consent to assign or transfer:<br />

Canada Territories<br />

4. Contract: Equipment, Parts, Maintenance Blasthole Drills, General Conditions, dated<br />

May 1, 2010, among Bucyrus International, Inc., Teck Coal Limited, Teck Highland<br />

Valley Copper Partnership, Teck Alaska Incorporated, Compania Minera Teck Carmen<br />

de Andacollo, S.A., and Compania Minera Teck Quebrada Blanca, S.A.<br />

5. Parts Consignment Agreement, dated June 20, 2007, between Bucyrus Canada Limited<br />

and North American Construction Corp.<br />

6. Amended and Restated Agreement #51006369 (formerly 51005737-OB), dated<br />

September 1, 2010, between Bucyrus Canada Limited and Shell Canada Energy.<br />

7. Maintenance Services, Training and Support for Bucyrus Electric Shovels, Contract #<br />

A2231438, dated January 15, 2010, between Bucyrus Canada Limited and Imperial Oil<br />

Resources Ventures Limited.<br />

8. Standard Equipment Purchase Agreement, dated May 27, 2008, between Bucyrus<br />

International, Inc. and Taseko Mines Limited.<br />

9. Gibraltar Mines Ltd. Purchase Order Terms and Conditions, dated May 24, 2011.<br />

10. Standard Equipment Purchase Agreement, dated May 27, 2008, between Bucyrus<br />

International, Inc. and Taseko Mines Limited.<br />

11. [Redacted reference to confidential contract]<br />

12. [Redacted reference to confidential contract]]<br />

13. Purchase Order, dated May 31, 2011, between Bucyrus International Inc and Teck Coal<br />

Ltd.<br />

14. Service Agreement, dated April 23, 2010, between Bucyrus Canada Limited and Sherritt<br />

Coal – Paintearth Mine.<br />

15. Parts Inventory Agreement, dated April 5, 2006, between Bucyrus Canada Limited and<br />

Syncrude Canada Limited.<br />

- 118 -<br />

Schedule 3.3(b)<br />

Seller Required Consents

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