MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

ANNEX A to EXHIBIT B
Form of Initial Closing Bill of Sale
This BILL OF SALE (this “Bill of Sale”) is made as of [●], 2012, by and among
Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.), a Delaware limited liability
company (“Seller”), [[●], [●] and [●]] (each, a “Seller Party” and collectively, the “Seller
Parties”), and Finning International Inc., a corporation organized under the federal laws of
Canada (“Buyer”), and [[●], [●] and [●]] (each, a “Buyer Party” and collectively, the “Buyer
Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given
to such terms in the Purchase Agreement (as defined below).
WHEREAS, Seller and Buyer are parties to that certain Master Asset Purchase
Agreement, dated as of [●], 2012 (as the same may be amended from time to time in accordance
with its terms, the “Purchase Agreement”), pursuant to which, and subject to the terms and
conditions set forth therein, Buyer has agreed to purchase from Seller or the applicable Seller
Party certain assets related to the Local Distribution Businesses in the Territories.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and each
Seller Party, as applicable, hereby sells, transfers, conveys, assigns and delivers to Buyer or the
applicable Buyer Party all right, title and interest of Seller and the Seller Parties in and to the
Initial Closing Acquired Assets described on the attached Appendix A.
This Bill of Sale is being executed and delivered pursuant and subject to the Purchase
Agreement. Nothing in this Bill of Sale shall, or shall be deemed to, defeat, limit, alter, impair,
enhance or enlarge any right, obligation, claim or remedy created by the Purchase Agreement. In
the event of any conflict between this Bill of Sale and the Purchase Agreement, the Purchase
Agreement shall control.
This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
This Bill of Sale and any claims arising out of or relating to this Bill of Sale or the
transactions contemplated by this Bill of Sale shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to any choice or conflict of law
principles that would cause the application of the laws of any other jurisdiction.
This Bill of Sale may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or
electronic mail will be effective as delivery of a manually executed counterpart of this Bill of
Sale.
[Signatures follow on next page]
B1-2
Exhibit B
Form of Initial Closing Transfer Documents