ASSET PURCHASE AGREEMENT

Exhibit 10.2

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”) is entered into as of October 27, 2005, by and among JLG Industries, Inc. , a company incorporated under the laws of Pennsylvania with its principal place of business located at 1 JLG Drive, McConnellsburg, Pennsylvania 17233 (“ Buyer ” or “ JLG ”), Caterpillar S.A.R.L. , a societe a responsabilite limitee organized under the laws of Switzerland with its principal place of business located at 76 Route de Frontenex, P.O. Box 6000, Geneva 6, 1211, Switzerland ( “CSARL”) , Caterpillar (U.K.) Limited , a corporation organized under the laws of England and Wales with its principal place of business located at Peckleton Lane, Co. Desford, Leicester, England LE9 9JT, United Kingdom ( “Cat UK” ), Caterpillar Poland Sp. z o.o. , a Polish limited liability company with its principal place of business located at U1. Lubielski 74, 23-300, Janow Lubelski, Poland ( “Cat Poland” ), Caterpillar Tosno, L.L.C. , a Russian limited liability company organized under the laws of Russia with its principal place of business located at 1/1 Moskovskoye shosse, Leningradskaya Olbast, Tosno, Russia 187000 ( “Cat Tosno” ), Caterpillar Hungary Components Manufacturing Ltd., a Hungarian corporation with its principal place of business located at 2117 Isaszeg Hrsz, 0185/3, Hungary (“ Cat Hungary ”) , and Caterpillar Inc. , a company incorporated under the laws of Delaware, United States, with its principal place of business located at 100 N.E. Adams St., Peoria, Illinois U.S.A. 61629 (“ Caterpillar ”). In this Agreement, (i) CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary and Caterpillar shall be collectively referred to as “Seller” , (ii) CSARL and Caterpillar shall be collectively referred to as “Cat IP Seller”, (iii) Cat UK, Cat Poland, Cat Hungary and Cat Tosno shall be collectively referred to as “Cat Tangible Personal Property Seller” , and (iv) CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, Caterpillar, and Buyer are sometimes called singularly a “ Party ” and collectively the “ Parties .”

     WHEREAS, Caterpillar and JLG intend to establish a relationship in which Caterpillar and JLG will cooperate in the joint design and distribution of telehandlers, Caterpillar will supply certain components to JLG for the production and manufacture of telehandlers, and Caterpillar will sell to JLG, and JLG will purchase, certain of Caterpillar’s assets used exclusively in telehandler production; and

     WHEREAS, concurrently with the execution of this Agreement and in conjunction with such intention, Caterpillar and JLG will execute that certain Strategic Alliance Agreement dated as of the date hereof (the “ Strategic Alliance Agreement ”), pursuant to which Caterpillar and JLG have agreed to cooperate in the area of telehandler design, manufacture, distribution, and product support; and

     WHEREAS, concurrently with the execution of this Agreement and in conjunction with such intention, Caterpillar and JLG will execute that certain Component Supply Agreement dated as of the date hereof (the “ Component Supply Agreement ”), whereby Caterpillar shall supply to JLG and JLG shall purchase from Caterpillar certain components and products manufactured by or for Caterpillar; and

     WHEREAS, concurrently with the execution of the Strategic Alliance Agreement and the Component Supply Agreement and in conjunction with such intention, the Parties have agreed to enter into this Agreement whereby Seller shall sell to JLG, and JLG shall purchase from Seller, certain assets used in the manufacture of Caterpillar’s B Series telehandlers and Compact Telehandlers.

     NOW, THEREFORE, in consideration of the mutual covenants, premises and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

      Section 1. Definitions.

     “ Accredited Investor ” has the meaning set forth in Regulation D promulgated under the Securities Act.

     “ Acquired Assets ” means the Caterpillar Tangible Personal Property and the Caterpillar Intellectual Property.

     “ Affiliate ” means, with respect to a person, any legal entity directly or indirectly controlling, controlled by, or under common control with such person; where “control” means a direct or indirect ownership interest of more than 50% in such legal entity or person.

     “ Alliance ” means the cooperation between Caterpillar and JLG in the area of telehandler design, manufacture, distribution, and product support.

     “ Atlas II Assets ” means the assets dedicated to and developed for use in the request for proposal for the Atlas II Bid Solicitation.

     “ Atlas II Bid Solicitation ” means the bid solicitation for all-terrain telehandlers to replace the current Atlas telehandlers used by the U.S. Army and for which the U.S. Army has requested proposals.

     “ B Series Telehandlers ” means Seller’s B Series telehandler models TH220B, TH330B, TH340B, TH350B, TH355B, TH360B, TH460B, TH560B and TH580B.

     “ Business ” means the business of the design, manufacture, and assembly of the Seller’s B Series Telehandlers and Compact Telehandlers operated from locations at Desford and Stockton, England, and Tosno, Russia.

     “ Buyer ” has the meaning set forth in the preamble above.

     “ Buyer Note ” has the meaning set forth in Section 2(c) below.

     “ Cat Hungary’s Knowledge ” means the Knowledge as of the date hereof of the senior managers of Cat Hungary.

     “ Cat Poland’s Knowledge ” means the Knowledge as of the date hereof of the senior managers of Cat Poland.

     “ Cat Tosno’s Knowledge ” means the Knowledge as of the date hereof of the senior managers of Cat Tosno.

     “ Cat UK’s Knowledge ” means the Knowledge as of the date hereof of the senior managers and legal department of Cat UK.

     “ Caterpillar Tangible Personal Property ” means the tangible personal property set forth in attached Exhibit A, including any Atlas II Assets.

     “ Caterpillar Intellectual Property ” means the Intellectual Property set forth in attached Exhibit A.

     “ Caterpillar’s Knowledge ” means the Knowledge as of the date hereof of the senior managers and legal department of Caterpillar.

     “ Closing ” has the meaning set forth in Section 2(d) below.

     “ Closing Date ” has the meaning set forth in Section 2(d) below.

     “ Common Intellectual Property ” means that intellectual property identified as such on Exhibit D of the Strategic Alliance Agreement and which Caterpillar Inc. will grant Buyer a non-exclusive, worldwide license to use.

     “ Compact Telehandlers ” means Seller’s TH210 and TH215 compact telehandler models.

     “ Component Supply Agreement ” has the meaning set forth in the Recitals.

     “ CSARL’s Knowledge ” means the Knowledge as of the date hereof of the senior managers and legal department of CSARL.

     “ Designated Purchaser ” has the meaning set forth in Section 2(g) below.

     “ Disclosure Schedule ” has the meaning set forth in Section 3 below.

     “ EAME Manufacturing Transition Date ” shall have the meaning assigned to it in the Strategic Alliance Agreement.

     “ EAME Transition Date ” shall have the meaning assigned to it in the Strategic Alliance Agreement.

     “ Employment Costs ” means the cost of employing the relevant employees, including salary, wages, contractual and non-contractual remuneration and/or benefits, allowances, statutory sick pay, statutory maternity pay, holiday pay, commissions, bonuses or incentives (discretionary or otherwise), National Insurance contributions, pension contributions, payments made under statute or regulations, and the cost of supplying the benefits of employment.

     “ Employee Representatives ” means any recognized trade union, staff council or similar body, or elected representative recognized by law or by the employer as representing the Employees.

     “ Employees ” means those employees employed in the Business in the United Kingdom.

     “ Employment Liabilities ” means all claims, damages, compensation, awards, penalties, fines, interest, costs (including reasonable legal fees), expenses and any other liabilities whatsoever arising from or connected with the employment of, or the holding of any directorship or other office or position by, the relevant persons or the termination of such employment, office, position or directorship.

     “ Infringing Intellectual Property ” has the meaning set forth in Section 8(c) below.

     “ Intellectual Property ” means any intellectual property rights of any kind including inventions (whether patentable or not), patents, patent applications, know-how, trade secrets and copyrights, including any and all rights with respect to the foregoing anywhere in the world.

     “ JLG Common Platform ” shall have the meaning assigned to it in the Strategic Alliance Agreement.

     “ Knowledge ” means actual knowledge (i.e., applicable Party has no obligation to conduct an independent investigation).

     “ Losses ” means losses, liabilities, costs, claims, damages, and reasonable attorney fees.

     “ Material Adverse Effect ” or “ Material Adverse Change ” means any effect or change that would be materially adverse to the Alliance, taken as a whole, or to the ability of Seller to consummate timely the transactions contemplated hereby; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change: (a) any adverse change, event, development, or effect arising from or relating to (i) general business or economic conditions, including such conditions related to the Alliance, (ii) national or international political or social conditions, including the engagement by the United States, the United Kingdom or Switzerland in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, United Kingdom or Switzerland, or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, United Kingdom or Switzerland, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity, (v) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby or (vi) the disclosure of this Agreement or the transactions contemplated hereby, and (b) any adverse change in or effect on the Alliance that is

cured by Seller, to the reasonable satisfaction of Buyer, before the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9 hereof.

     “ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

     “ Parties ” has the meaning set forth in the preamble above.

     “ Party ” has the meaning set forth in the preamble above.

     “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

     “ Purchase Price ” has the meaning set forth in Section 2(c) below.

     “ ROW Transition Date ” means November 1, 2006.

     “ Seller ” has the meaning set forth in the preamble above.

     “ Strategic Alliance Agreement ” has the meaning set forth in the Recitals.

     “ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.

     “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “ Transfer Regulations ” means the Transfer of Undertakings (Protection of Employment) Regulations 1981, as amended and any re-enactment, modification or extension thereof.

     “ VAT ” means value added tax or any similar sales or turnover tax.

      Section 2. Basic Transaction.

     (a)  Purchase and Sale of Assets . On the basis of the representations, warranties, covenants, and agreements, subject to the satisfaction or waiver of the conditions set forth in this Agreement, and for the consideration specified in Section 2(c), and subject to the information and consultation obligations of the Parties by operation of English and/or any other applicable law of the European Union to consult with Caterpillar’s and/or its Affiliates employees and/or employee representatives having been completed to Cat UK’s and Buyer’s reasonable satisfaction (which the parties agree must be completed before Closing), Buyer agrees to purchase from Cat IP Seller the Caterpillar Intellectual Property and from Cat Tangible Personal Property Seller the Caterpillar Tangible Personal Property.

     (b)  No Assumed Liabilities. Notwithstanding anything to the contrary in this Agreement, Seller shall retain and discharge all liabilities of the Business and the Atlas II Bid Solicitation and Buyer shall not assume any liability of Seller in respect of the Business or otherwise.

     (c)  Purchase Price . Buyer agrees to pay to Seller at the Closing $51,400,000.00 (the “ Purchase Price” ) for the Acquired Assets by delivery of (i) its promissory note (the “ Buyer Note” ) in the form of Exhibit B attached hereto in the principal amount of $5,000,000.00 made payable to CSARL, which amount Buyer shall pay to CSARL on September 15, 2006 and (ii) cash to Seller in the amount of $46,400,000.00, with such cash portions payable by wire transfer or delivery of other immediately available funds.

     (d)  The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Caterpillar Inc., in Peoria, Illinois commencing at 9:00 a.m. local time on November 30, 2005, or, if not yet satisfied or waived by November 30, 2005, as soon as possible after the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) on a date mutually determined by the Parties (the “ Closing Date ”).

     (e)  Deliveries at the Closing . At the Closing,

     (i) Seller shall deliver to Buyer the various certificates and documents referred to in Section 7(a) below;

     (ii) Buyer shall deliver to Seller the various certificates and documents referred to in Section 7(b) below;

     (iii) Seller shall execute, acknowledge (if appropriate), and deliver to Buyer (A) assignments in the forms attached hereto as Exhibits C-1 through C-4 and (B) such other instruments of sale, transfer, conveyance, and assignment as Buyer and its counsel may reasonably request; and

     (iv) Buyer shall deliver to Seller the consideration specified in Section 2(c) above.

     (f)  Allocation . Buyer and Seller shall, as soon as practicable, mutually agree to an allocation, which Seller shall prepare, of the Purchase Price (and all other capitalized costs) among the Acquired Assets in accordance with applicable state, local or foreign law, as appropriate. Once agreed to by the Parties, the allocation shall be binding upon Buyer and Seller. Seller and Buyer shall report, act, and file Tax Returns in all respects and for all purposes consistent with such agreed allocation. Buyer shall timely and properly prepare, execute, file, and deliver all such documents, forms, and other information as Seller may reasonably request in preparing such allocation. Neither Seller nor Buyer shall take any position (whether in audits, tax returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable law.

     (g)  Designated Purchasers . Seller acknowledges and agrees that, prior to the Closing Date, Buyer may, upon prior written notice to Seller, assign its rights and obligations, in whole or in part, under this Agreement to one or more of its wholly-owned Affiliates (each such entity, a “Designated Purchaser”) for the purpose of carrying out the transactions contemplated hereby, including to purchase and accept the Caterpillar Intellectual Property and/or the Caterpillar Tangible Personal Property; provided, however, that Buyer shall be and remain jointly and severally liable for all obligations of Buyer and any such Designated Purchaser under this Agreement and under all documents and instruments to be executed and delivered by Buyer or any such Designated Purchaser pursuant hereto.

     (h)  Delivery of Caterpillar Tangible Personal Property and Drawings . Within a reasonable amount of time after the EAME Manufacturing Transition Date, the Caterpillar Tangible Personal Property will be made available “AS IS, WHERE IS” to Buyer. The Caterpillar Tangible Personal Property located at Seller’s facilities will be made available to Buyer Ex Works (Incoterms 2000) Seller’s facilities, while the Caterpillar Tangible Personal Property located at Seller’s supplier’s facilities will remain at such supplier’s facilities until such time as Buyer makes its own arrangements for shipping. After the Closing, Seller agrees to attach labels indicating Buyer’s ownership, if provided by Buyer, to the Caterpillar Tangible Personal Property that remains at Seller’s facilities by mutual agreement of the Parties, and Seller will notify in writing those suppliers in possession of Caterpillar Tangible Personal Property of Buyer’s ownership thereof. As soon as practicable, Seller will deliver to Buyer (i) electronic copies of the drawings related to the Caterpillar Intellectual

Property and the Common Intellectual Property, (ii) the original application files of Seller (whether held by Seller or Seller’s intellectual property counsel) relating to the Caterpillar Intellectual Property, (iii) technical files, testing files, CE certification and homologation files, stress analysis documentation, supplier lists, and operator and service and parts manuals, drawings, and technical specifications relating to the Caterpillar Intellectual Property, (iv) any existing correspondence or other communication located at Caterpillar’s world headquarters relating to any of the Caterpillar Intellectual Property that Seller and/or Seller’s intellectual property counsel may receive from any patent or copyright office or other governmental agency or body relating to the Caterpillar Intellectual Property, and (v) the other engineering assets identified on Schedule 2(h). Caterpillar agrees to cooperate in good faith in (i) delivering all Caterpillar Intellectual Property not included in the foregoing sentence of this Section or not available in any tangible, transferable form (including employee know-how, as embodied in drawings, and trade secrets) to JLG in a manner to be mutually agreed upon by the Parties, which in any event shall include the assistance and access provided for in Section 6(c) and (ii) taking such other steps, at JLG’s expense, as are reasonably necessary to transfer the Caterpillar Intellectual Property to JLG.

     Section 3. Seller’s Representations and Warranties .

     Each of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar individually, represents and warrants to Buyer as follows, except as set forth in any of the disclosure schedules accompanying this Agreement and initialed by the Parties (the “ Disclosure Schedule ”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

     (a)  Organization . Each of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

     (b)  Authorization of Transaction Each of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby have been duly authorized by CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar pursuant hereto will constitute, the valid and legally binding obligations of each of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar, enforceable in accordance with its terms and conditions.

     (c)  Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, injunction, order, or other restriction of any governmental agency or court to which CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar is subject or any provision of the charter or bylaws of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar; (ii) result in a material breach of any material agreement (relating to the Business) to which CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar is a party or to which any of the Acquired Assets is subject (or result in the imposition of any lien upon any of the Acquired Assets); or (iii) require CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar to give any notice to, make any filing with, or obtain any authorization of any governmental agency or other third party in order for the Parties to consummate the transactions contemplated by this Agreement.

     (d)  Brokers’ Fees . None of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

     (e)  Tooling and Drawings . To Seller’s Knowledge, the Acquired Assets include all tooling and drawings unique to the B Series Telehandlers and Compact Telehandlers used by Seller in the design and manufacture of same.

     (f)  Title to Caterpillar Tangible Personal Property . Cat Tangible Personal Property Seller has good and marketable title to the Caterpillar Tangible Personal Property free and clear of any lien, encumbrance, license, right of any third party (other than suppliers’ rights to continued use and possession for that Caterpillar Tangible Personal Property currently in the possession of third party suppliers), or other restriction. To Cat UK’s Knowledge, Cat Poland’s Knowledge, Cat Hungary’s Knowledge, and Cat Tosno’s Knowledge, Section 3(f) of the Disclosure Schedule accurately sets forth the location of the tooling included in the Acquired Assets and the identity of the party having possession of such tooling.

     (g)  Telehandler Design. To CSARL’s Knowledge, Cat UK’s Knowledge, Cat Poland’s Knowledge, Cat Tosno’s Knowledge, Cat Hungary’s Knowledge, and Caterpillar’s Knowledge the designs of the B Series Telehandlers and Compact Telehandlers are free from material defects and are materially compliant with applicable CE, homologation, and other governmental approvals and safety standards.

     (h)  Intellectual Property .

     (i) Cat IP Seller has good and marketable title to the Caterpillar Intellectual Property free and clear of any lien, encumbrance, license, right of any third party (other than suppliers’ rights to continued use and possession of certain Caterpillar Intellectual Property for purposes of manufacturing components for B Series Telehandlers and Compact Telehanders), or other restriction, except as identified in Section 3(h)(ii) of the Disclosure Schedule. To CSARL’s and Caterpillar’s Knowledge, in operating the Business neither CSARL nor Caterpillar has ever infringed upon, misappropriated, or violated any material Intellectual Property rights of third parties in any material respect, and the directors and officers of CSARL and Caterpillar have never received any claim or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that CSARL or Caterpillar must license or refrain from using any Intellectual Property rights of any third party). To CSARL’s and Caterpillar’s Knowledge, no third party has interfered with, infringed upon, misappropriated, or violated any Caterpillar Intellectual Property rights in any material respect.

     (ii) Exhibit A identifies each patent or registration that has been issued to Cat IP Seller with respect to the Caterpillar Intellectual Property and identifies each pending patent application or application for registration that Cat IP Seller has made with respect to the Caterpillar Intellectual Property, and Section 3(h)(ii) of the Disclosure Schedule identifies each material license, agreement, or other permission that Cat IP Seller has granted to any third party with respect to the Caterpillar Intellectual Property (together with any exceptions). Cat IP Seller will deliver to Buyer correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date). Except as set forth in Section 3(h)(ii) of the Disclosure Schedule, with respect to each item of Caterpillar Intellectual Property identified on Exhibit A:

     (A) Cat IP Seller possesses all right, title, and interest in and to the item, free and clear of any lien, encumbrance, license, or other restriction;

     (B) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

     (C) no action, suit, claim, or demand is pending or, to CSARL’s or Caterpillar’s Knowledge, is threatened that challenges the validity, enforceability, use, or ownership of the item; and

     (D) no expiration of the item is reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by Cat IP Seller, including a failure by Cat IP Seller to pay any required maintenance fees).

     (iii) Except with respect to Intellectual Property related to components to be sold by Caterpillar Inc. or its Affiliates to Buyer pursuant to the Component Supply Agreement and certain Intellectual Property not owned by Cat IP Seller as set forth in attached Exhibit D, the Caterpillar Intellectual Property, together with the Common Intellectual Property, comprise all of the material Intellectual Property currently utilized by Seller to manufacture the B Series Telehandlers and Compact Telehandlers.

     (i)  Contracts . Section 3(i) of the Disclosure Schedule lists all written contracts and other written agreements (solely relating to the Business) (other than purchase orders) to which CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar is a party and the performance of which will involve consideration in excess of $100,000. CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar has made available to Buyer a correct and complete copy of each contract or other agreement (as amended to date) listed in Section 3(i) of the Disclosure Schedule.

     (j)  Litigation . Section 3(j) of the Disclosure Schedule sets forth each instance (relating to the B Series Telehandlers and/or Compact Telehandlers) in which CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (i) is subject to any outstanding injunction, judgment or order or (ii) is a party to any action, suit, arbitration, proceeding or investigation pending before any court or administrative agency of any federal, state, local, or foreign jurisdiction in the nature of product liability, such as actions, suits, arbitrations, proceedings or investigations made in connection with an injury to person, damage to property, or other damage arising from, caused by, or arising out of the design, manufacture, or assembly of B Series Telehandlers or Compact Telehandlers.

     (k)  Investment . Cat IP Seller (i) understands that the Buyer Note has not been, and will not be, registered under the Securities Act, or under any state securities laws, and is being offered in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Buyer Note solely for its own account for investment purposes, and not with a view to the distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning Buyer and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Buyer Note, and (v) is able to bear the economic risk and lack of liquidity inherent in holding the Buyer Note.

     (l)  Employees . To Cat UK’s Knowledge the data disclosed in Section 3(l) of the Disclosure Schedule contains the material terms and conditions of employment and collective agreements relating to the Employees or their Employee Representatives.

     (m)  Historical Cost Data . Section 3(m) of the Disclosure Schedule contains historical cost information that Buyer received from Seller (the “ Cost Data ”). The Cost Data reflects all material costs of telehandler components and fabrications included in the B Series Telehandlers. The Cost Data was prepared from the books and records of Seller and to Seller’s Knowledge accurately represents the actual, total material cost paid to either an internal Seller source or an external supplier for the noted part numbers as of the date the Cost Data was prepared. Because the Cost Data shows the bill of material breakdowns certain part numbers represent an arrangement, assembly, etc. level meaning the material costs are an accumulation of the individual part number material costs which go into the arrangement, assembly, etc. part number. The Cost Data was not prepared in accordance with generally accepted accounting principles. For purposes of this Section 3(m), “material” is used to express the idea of goods as opposed to significance.

     (n)  Product Retrofits and Recalls . Except as set forth in Section 3(n) of the Disclosure Schedule, to CSARL’s, Cat UK’s, and Caterpillar’s Knowledge, in the previous three (3) years none of the B Series Telehandlers or Compact Telehandlers has been the subject of any field fix, retrofit, or recall campaign and no such field fix, retrofit, or recall campaign is currently planned, or, to CSARL’s, Cat UK’s, and Caterpillar’s Knowledge, necessary.

     (o)  Disclaimer of Other Representations and Warranties . CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar and their Affiliates make no representations or warranties with respect to any projections, forecasts or forward-looking statements provided to Buyer. There is no assurance that any projected or forecasted results will be achieved. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3, SELLER IS SELLING THE ACQUIRED ASSETS ON AN “AS IS, WHERE IS” BASIS AND DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED. SELLER AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER, AND DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3, SELLER AND ITS AFFILIATES DISCLAIM ANY WARRANTY OF TITLE OR NON-INFRINGEMENT AND ANY WARRANTY ARISING BY INDUSTRY CUSTOM OR COURSE OF DEALING. BUYER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3. Seller, its Affiliates, their representatives or any other Person will not have or be subject to any liability to Buyer or its representatives, except for fraud, relating to the transactions contemplated by this Agreement, resulting from (i) any information that is not included in this Agreement or the Schedules hereto, or (ii) the use of any such information by Buyer or any of its agents, consultants, accountants, counsel or other representatives.

     Section 4. Buyer’s Representations and Warranties . Buyer represents and warrants to Seller as follows:

     (a)  Organization of Buyer . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

     (b)  Authorization of Transaction . Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby have been duly authorized by Buyer. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer pursuant hereto will constitute, the valid and legally binding obligations of Buyer, enforceable in accordance with its terms and conditions.

     (c)  Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, injunction, order, or other restriction of any governmental agency or court to which Buyer is subject or any provision of the charter or bylaws of Buyer; (ii) result in a material breach of any material agreement to which Buyer is subject; or (iii) require Buyer to give any notice to, make any filing with, or obtain any authorization of any governmental agency or other third party in order for the Parties to consummate the transactions contemplated by this Agreement.

     (d)  Brokers’ Fees . Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

     (e)  Financing . Buyer has internal resources or financing commitments from responsible financial institutions available in connection with the acquisition of the Acquired Assets which are in an aggregate amount sufficient to consummate the transactions contemplated hereby.

     (f)  Independent Investigation . In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, other than reliance on the representations and warranties of CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar set forth in Section 3, Buyer has relied solely on its own independent investigation, analysis and evaluation of the Business and the Acquired Assets (including Buyer’s own estimate and appraisal of the value, financial condition, operations and prospects