MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

EXHIBIT C-1
Form of Transition Services Agreement – Buyer
This Transition Services Agreement (this “Agreement”) is entered into as of ________,
2012 (the “Effective Date”), by and between [Caterpillar Global Mining LLC (f/k/a Bucyrus
International, Inc.), a limited liability company organized under the laws of the State of
Delaware] (“Seller”), and [Finning International Inc., a corporation organized under the
federal laws of Canada] (“Buyer”). Seller and Buyer are sometimes hereinafter referred to
individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Purchase Agreement (as
defined below).
W I T N E S S E T H :
WHEREAS, Seller and Buyer have entered into that certain Master Asset Purchase
Agreement dated as of __________, 2012 (the “Purchase Agreement”), pursuant to which the
Buyer Parties will purchase from Seller and the Seller Parties certain assets relating to the Local
Distribution Businesses, as described in the Purchase Agreement; and
WHEREAS, in connection therewith, Buyer will provide, or cause to be provided, to
Seller certain Services (as defined below) in accordance with the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, the Parties, intending to become legally bound, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as
follows.
ARTICLE I
PROVISION OF SERVICES
1.01 Services. Buyer shall provide, or cause to be provided, to Seller: (i) the general
services described on Schedule A attached hereto (the “General Services”); and (ii) the
information systems services (if any) described on Schedule B attached hereto (the “Information
Systems Services”). As used in this Agreement, “Service” shall mean any General Service or
Information Systems Service and “Services” shall mean the General Services and the
Information Systems Services collectively.
1.02 Provision of Services.
(a) Buyer shall not be obligated to provide any services other than those Services
specifically set forth in Schedules A and B. The Services shall be provided in accordance with
and subject to the terms, limitations and conditions set forth in this Agreement. Except as
specifically set forth in Schedule A or B, or unless otherwise mutually agreed upon by the Parties
in writing, to the extent practicable, the Services shall be performed by Buyer for Seller in a
manner that is substantially similar to the manner in which such Services were generally
performed by, or on behalf of, Seller or Seller Parties for the Local Distribution Businesses
C1-2
Exhibit C-1
Form of Initial Closing Transfer Documents