MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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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, - 30 -
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. - 31 -
Page 1 and 2: MASTER ASSET PURCHASE AGREEMENT BY
Page 3 and 4: TABLE OF CONTENTS (continued) - ii
Page 5 and 6: TABLE OF CONTENTS (continued) - iv
Page 7 and 8: MASTER ASSET PURCHASE AGREEMENT THI
Page 9 and 10: deliver to Seller a written stateme
Page 11 and 12: into account in connection with the
Page 13 and 14: or the Canada Purchase Agreement or
Page 15 and 16: Parties may otherwise agree (the
Page 17 and 18: event beyond the Initial Closing Ou
Page 19 and 20: (iii) except as set forth in Sectio
Page 21 and 22: (iv) any Assumed Contract granting
Page 23 and 24: (v) all material policies and pract
Page 25 and 26: 3.14 Compliance with Laws. Except a
Page 27 and 28: (b) Except for the Mandatory Antitr
Page 29 and 30: 5.2 Transfer Taxes. Except as provi
Page 31 and 32: delayed, (1) sell, lease, subject t
Page 33 and 34: other and, upon request, to any Gov
Page 35: (b) From the date of this Agreement
Page 39 and 40: Disclosure Schedules specifying suc
Page 41 and 42: Initial Closing and (y) with a doub
Page 43 and 44: efurbishment, restoration or repair
Page 45 and 46: 7.1 Representations; Warranties; Co
Page 47 and 48: (d) any Excluded Assets; (e) any ob
Page 49 and 50: to (x) $46,500,000 minus (y) the ag
Page 51 and 52: event or circumstance that gave ris
Page 53 and 54: 9.7 Survival of Representations and
Page 55 and 56: 10.3 Entire Agreement; Amendment; W
Page 57 and 58: 10.10 Bulk Sales Law. Buyer acknowl
Page 59 and 60: (viii) the Transferred Licenses. Fo
Page 61 and 62: “Assumed Liabilities” shall hav
Page 63 and 64: “Canada Business” shall mean th
Page 65 and 66: Closing Date (with respect to the C
Page 67 and 68: “Initial Closing Business” shal
Page 69 and 70: “Lien” shall mean any charge, c
Page 71 and 72: detract from, materially diminish t
Page 73 and 74: “Transferred Employees” shall m
Page 75 and 76: EXHIBIT A-1 Canada Territories 1. A
Page 77 and 78: EXHIBIT B Form of Initial Closing T
Page 79 and 80: IN WITNESS WHEREOF, the parties her
Page 81 and 82: APPENDIX A 3 [APPENDIX TO BE COMPLE
Page 83 and 84: (other than the Initial Closing Ass
Page 85 and 86: 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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I. Excluded Inventory Schedule 1.1(
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- 67 - Schedule 1.1(b) Excluded Ass
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I. Assumed Other Current Liabilitie
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Schedule 1.4 Preliminary Allocation
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Schedule 6.6(a) Employees [Redacted
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2. [Redacted reference to confident
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I. Standard Bucyrus Warranties See
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[Redacted confidential details rega
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- 81 - Schedule 6.8 Warranty Matter
Page 247 and 248:
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Page 257 and 258:
Page 259 and 260:
Page 261 and 262:
Page 263:
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- 103 - Schedule 6.8 Warranty Matte
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1. 2. Customer Name Mine / Site Bas
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INTRODUCTION This Disclosure Schedu
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Schedule 3.3(a)(iii) No Conflicts 1
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16. Consigned Stock Agreement, date
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49. Lease, dated July 29, 2010, bet
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83. Contrato de Usuario de Zona Fra
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Antofagasta Region, authorizing Buc
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I. Section 3.6(a)(i) Schedule 3.6(a
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Blanca, S.A. 31. [Redacted referenc
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63. Corporacion Nacional del Cobre
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17. Corporacion Nacional Del Cobre
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I. Section 3.6(b)(i) Schedule 3.6(b
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10. Award Letter regarding Contract
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12. Highvale Mine Warehouse, 4425 S
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Canada Territories 1. None Initial
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[Redacted certain confidential tax
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Schedule 3.13 Title to Assets 1. Ba
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MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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