MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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
- 1 -