Exhibit 10.1



 






Exhibit 10.1



[Portions of the following have been omitted and separately filed with a request for confidential
treatment. The location is denoted by “[ ]” as follows.]




STRATEGIC ALLIANCE AGREEMENT



This Strategic Alliance Agreement (this “Agreement”) is entered into as of October 27, 2005, (the
"Effective Date”), by and between 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, on its own behalf and on behalf of its Affiliates (collectively “JLG”), and
Caterpillar Inc., a company incorporated under the laws of Delaware with its principal
place of business located at 100 N.E. Adams St., Peoria, Illinois U.S.A. 61629, on its own behalf
and on behalf of its Affiliates (collectively “Caterpillar”). In this Agreement, (i) Caterpillar
and JLG are sometimes called singularly a “Party” and collectively the “Parties”, and (ii)
"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.



RECITALS:



Caterpillar is a world leader in the design, manufacture, distribution and product support of
construction and mining equipment, diesel and natural gas engines, and industrial gas turbines.



JLG is a world leader in the design, manufacture and distribution of telehandlers and aerial work
platforms.



Caterpillar and JLG have agreed to cooperate in the area of telehandler design, manufacture,
distribution, and product support by forming a strategic alliance whereby each Party shall bring
its respective competencies to provide competitive, best in class telehandler products worldwide
(the “Alliance”).



In furtherance of the Alliance the Parties have entered into this Agreement, a Component Supply
Agreement, and an Asset Purchase Agreement, each of even date herewith (collectively, the “Alliance
Agreements”).





	1.	 	Manufacture and Sale by Caterpillar of B Series Telehandlers and Compact Telehandlers




Caterpillar shall continue to manufacture until the EAME Manufacturing Transition Date and sell
Caterpillar B Series telehandler models TH220B, TH330B, TH340B, TH350B, TH360B, TH460B, TH560B and
TH580B (“B Series Telehandlers”) and Caterpillar compact telehandler models TH210 and TH215
(“Compact Telehandlers”) to its authorized Caterpillar dealers (the




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"Caterpillar Dealers”) in sufficient quantities to meet market demand (i) in Europe, Africa and
the Middle East, until a mutually agreed upon date between August 1 and September 15, 2006, which
date shall be agreed to by the Parties no later than February 1, 2006 (the “EAME Transition
Date”), and (ii) in the rest of the world (including North America), until November 1, 2006 (the
"ROW Transition Date”), except for Caterpillar’s TH220B and TH330B models, and JLG’s corresponding
models of Caterpillar Branded Telehandlers, which, respectively, Caterpillar will cease, except as
provided below, and JLG commence, selling throughout the entire world as of the EAME Transition
Date. Within 30 days prior to the EAME Transition Date (the “EAME Manufacturing Transition
Date”), Caterpillar shall cease manufacturing B Series Telehandlers and Compact Telehandlers and
as promptly thereafter as is practicable, JLG shall begin manufacture of Caterpillar Branded
Telehandlers. For the avoidance of doubt, Caterpillar may sell B Series Telehandlers and Compact
Telehandlers after the EAME Transition Date or ROW Transition Date (as applicable) that were
manufactured prior to the EAME Transition Date or ROW Transition Date (as applicable).
Caterpillar shall have all responsibility for all B Series Telehandlers and Compact Telehandlers
manufactured and sold by Caterpillar, including warranty, service, and product liability.




2. Manufacture and Sale by JLG of Caterpillar Branded Telehandlers





	 	2.1.	 	JLG’s Caterpillar Branded Telehandlers. JLG shall design, with the assistance
of Caterpillar as set forth in this Agreement, develop, manufacture, and sell exclusively
to Caterpillar Dealers worldwide the range of Caterpillar branded telehandlers set forth in
Exhibit A, as amended from time to time by the mutual written agreement of the Parties (the
“Caterpillar Branded Telehandlers”). During the Term, JLG shall provide the Caterpillar
Dealers worldwide with Caterpillar Branded Telehandlers that are competitive in design,
quality, delivery, and price. No later than 30 days prior to the EAME Transition Date, JLG
shall establish sales and service processes with the Caterpillar Dealers worldwide to
enable JLG to support the Caterpillar Dealers in ordering, distribution, pricing, policies,
service information distribution, and service training.
	 
	 	2.2.	 	Caterpillar Approval of JLG’s Telehandler Designs.






	 	2.2.1.	 	During the period from the Effective Date until 12 months following the EAME
Transition Date, JLG shall not change the design of its European line of Caterpillar
Branded Telehandlers from the B Series Telehandler product design on which such
European line is initially based without Caterpillar’s prior written consent, which
consent will not be unreasonably withheld; provided that Caterpillar shall be deemed to
have approved any design change that is required (i) to comply with any applicable
legal or safety requirement, or (ii) as a result of the unavailability on commercially
reasonable terms of components intended to be incorporated into JLG’s European line of
Caterpillar Branded Telehandlers based on the B Series Telehandler.
	 
	 	2.2.2.	 	A team of between 9 and 15 engineers will work over a period of 12 to 18 months from
the closing date on cost reduction and emission compliance design efforts for




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	 	 	 	such European line. The team will be led by the JLG Engineering Department, who will
be responsible for the results of the team. JLG will make at least 2 highly
qualified engineers with telehandler design experience available full time for such
efforts, and Caterpillar will make between 7 and 11 highly qualified engineers with
telehandler design experience in powertrain, configuarator, electrical system,
structures, cabs, machine performance, and hydraulic systems available full time for
such efforts. Beginning February 1, 2006, JLG shall pay Caterpillar monthly US
$12,000 (which shall be the all-in cost to JLG including, among other things, salary,
standard office equipment, and facility expenses) for each full time Caterpillar
engineer, plus any mutually agreed travel, prototyping, testing, or other costs and
expenses. The Caterpillar engineers will be supervised by a Caterpillar supervisor,
but directed by the JLG Engineering Department. Caterpillar shall remove and replace
any engineer upon JLG’s reasonable request in the event of poor performance or
malfeasance. To the extent JLG desires to reduce the number of such Caterpillar
engineers, JLG shall give Caterpillar 12 weeks prior notice of such reduction.
	 
	 	2.2.3.	 	Any and all intellectual property created by such Caterpillar engineers while members
of such team shall be deemed to be Transferred Intellectual Property subject to the
license grant to Caterpillar in Section 8.1 and the other rights and obligations of the
Parties under Section 8 and shall be (i) automatically assigned and is hereby assigned
to JLG, and (ii) owned exclusively by JLG. Caterpillar will, and will cause such
engineers to, execute customary forms of intellectual property assignments or
acknowledgements and take such other actions as may be reasonably necessary to assure
that such intellectual property rights are owned by and vested exclusively in JLG.
	 
	 	2.2.4.	 	With respect to the North American line of Caterpillar Branded Telehandlers as
described in Section 2.4, Caterpillar shall have the right, during the period from the
Effective Date until 12 months following the ROW Transition Date, to review and approve
the integration process of Caterpillar components into such telehandlers and to require
reasonable modifications to the design of such telehandlers to ensure a quality
integration of such components.
	 
	 	2.2.5.	 	Prior to the EAME Manufacturing Transition Date Caterpillar shall, at its expense,
complete the B Series design changes set forth in Exhibit H.






	 	2.3.	 	JLG’s European Line of Caterpillar Branded Telehandlers. Commencing on the EAME
Manufacturing Date and continuing for the remainder of the Term, JLG shall manufacture and,
commencing on the EAME Transition Date, JLG shall sell exclusively to the Caterpillar
Dealers in Europe the European line of Caterpillar Branded Telehandlers designated and set
forth in Exhibit A in sufficient quantities to meet reasonably anticipated market demand,
with availability and delivery lead times no worse than typically provided to any other
comparable customer, dealer or distributor. For the [ ] following the EAME
Transition Date, (i) JLG will use the same model designations on its European line of
Caterpillar Branded Telehandlers as Caterpillar




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	 	 	 	currently uses on its B Series Telehandlers and (ii) JLG shall sell the
Caterpillar Branded Telehandlers to the Caterpillar Dealers in Europe at the European
Competitive Price (as defined in Exhibit A). Following the [ ] of the EAME
Transition Date, all pricing will be determined exclusively by JLG.
	 
	 	2.4.	 	JLG’s North American Line of Caterpillar Branded Telehandlers. Commencing on
the ROW Transition Date and continuing for the remainder of the Term (except that JLG’s
obligations hereunder with respect to Caterpillar Branded Telehandlers based on the B
Series Telehandlers Models TH220B and TH330B shall commence on the EAME Transition Date),
JLG shall manufacture and sell exclusively to the Caterpillar Dealers in North America the
North American line of Caterpillar Branded Telehandlers designated and set forth in Exhibit
A in sufficient quantities to meet reasonably anticipated market demand, with availability
and delivery lead times no worse than typically provided to any other comparable customer,
dealer or distributor. For the [ ] following the ROW Transition Date, JLG shall sell
such telehandlers to the Caterpillar Dealers in North America at the North American
Competitive Price (as defined in Exhibit A). Following the
[ ] of the ROW
Transition Date, all pricing will be determined exclusively by JLG.
	 
	 	2.5.	 	JLG’s Rest of World Line of Caterpillar Branded Telehandlers. Commencing on the
ROW Transition Date and continuing for the remainder of the Term, JLG shall manufacture and
sell exclusively to the Caterpillar Dealers located outside of Europe and North America,
Caterpillar Branded Telehandlers designated and set forth in Exhibit A in sufficient
quantities to meet reasonably anticipated market demand, with availability and delivery lead
times no worse than typically provided to any other comparable customer, dealer or
distributor. For the [ ] following the ROW Transition Date, JLG shall sell such
telehandlers to the Caterpillar Dealers located outside of Europe and North America at
mutually agreed prices. Following the [ ] of the ROW Transition Date, all
pricing will be determined exclusively by JLG.
	 
	 	2.6.	 	JLG’s Responsibility for Caterpillar Branded Telehandlers. JLG shall have all
responsibility for all telehandlers manufactured and sold by it, including warranty,
service, and product liability, subject to certain representations, indemnification and
other obligations of Caterpillar under the Alliance Agreements.
	 
	 	2.7.	 	Warranty; Product Support Policies. For the 12 months following the EAME
Transition Date, JLG’s standard warranty for Caterpillar Branded Telehandlers sold to
Caterpillar Dealers in Europe shall be substantially similar to Caterpillar’s standard
warranty attached hereto as Exhibit B. For the 12 months following the ROW Transition Date,
JLG’s standard warranty for Caterpillar Branded Telehandlers sold to Caterpillar Dealers in
North America and the rest of the world shall be substantially similar to JLG’s standard
warranty attached hereto as Exhibit G. Following the anniversary of the EAME Transition
Date or ROW Transition Date, as applicable, JLG shall determine, in accordance with market
demand, the standard warranty for Caterpillar Branded Telehandlers, provided that such
warranty shall not be for less than 1 year. JLG’s warranty policies, technical support,
parts procedures and processes, and other after sale




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	 	 	 	services shall apply to Caterpillar Branded Telehandlers, provided that for a period ending
12 months following the EAME Transition Date, Caterpillar may review and make suggestions
and recommendations as to the same to the extent Caterpillar believes they are necessary to
best serve the Caterpillar Dealers and their customers and to protect Caterpillar’s
goodwill.
	 
	 	2.8.	 	Mandatory Caterpillar Components. Unless the Parties mutually agree otherwise,
JLG shall use only Caterpillar branded engines, transmissions, filters, hoses and couplings
purchased exclusively from Caterpillar on all Caterpillar Branded Telehandlers. The
foregoing obligation of JLG shall commence on the EAME Transition Date or ROW Transition
Date (as applicable) for all Caterpillar Branded Telehandlers and for all of the above
mentioned components, except that with respect to transmissions for JLG’s North American
line of Caterpillar Branded Telehandlers, the obligation of JLG shall commence no later than
18 months after the ROW Transition Date. JLG shall be relieved of its obligations in
Section 2.3, 2.4 or 2.5 to meet market demand to the extent Caterpillar does not timely make
sufficient quantities of the above mandatory components available to JLG.
	 
	 	2.9.	 	Caterpillar Specified Items. JLG shall use only Caterpillar specified paint,
keys, floor mats, seats, steering wheels, decals (subject to JLG considerations on any
safety and operating decals), and nomenclature on all Caterpillar Branded Telehandlers.
	 
	 	2.10.	 	Technical Information. JLG shall promptly provide Caterpillar from time to
time with complete, up to date, and accurate technical information concerning Caterpillar
Branded Telehandlers, including product specifications, benefits, features, and optional
equipment. Caterpillar shall promptly post such information on Caterpillar’s internet
website or provide a link from Caterpillar’s internet website to such information.
	 
	 	2.11.	 	Cab Competency Center. JLG may, for a mutually agreed upon fee, engage
Caterpillar to provide mutually agreed services to JLG from Caterpillar’s Cab Competency
Center in connection with the development of cabs for Caterpillar Branded Telehandlers.
	 
	 	2.12.	 	Caterpillar Dealers. Promptly following the Effective Date, Caterpillar shall
provide JLG with a current list of all Caterpillar Dealers, and their dealer principals,
service territories, and facility locations. During the Term, Caterpillar shall notify JLG
of the appointment or termination of any Caterpillar Dealer, including its dealer
principal(s), the service territory assigned to such Caterpillar Dealer, and its facility
locations.
	 
	 	2.13.	 	Minimum Content Requirements. The Parties understand and acknowledge that a goal
of the Alliance Agreements is that, commencing January 1, 2010, and on an annual basis
thereafter during the Term, a minimum of 90% of Caterpillar Branded Telehandlers and JLG
Supplied Telehandlers, in the aggregate, contain (i) Caterpillar Engines or Perkins Engines
and (ii) Caterpillar Transmissions or Turner Transmissions (the “Minimum Content Goal”). The
Sales Report required under Section 9.3 shall be utilized in monitoring the Parties success
in meeting the Minimum Content Goal. In the event the




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	 	 	 	Minimum Content Goal is not met in any calendar year, the Parties shall meet during the
following year to discuss the reasons therefor and potential solutions thereto.
	 
	 	2.14.	 	Attachments. Caterpillar shall sell to JLG, at prices to be mutually agreed by
the Parties, Caterpillar’s current attachments (i.e., work tools) common between B Series
Telehandlers and other Caterpillar products solely for JLG to manufacture a Caterpillar
Branded Telehandler where such an attachment is included as part of an order placed by a
Caterpillar Dealer for such Caterpillar Branded Telehandler. JLG shall not knowingly sell,
offer to sell, distribute, or promote to its customers or dealers (including the Caterpillar
Dealers) such attachments as an aftersale product. All aftersale common attachments shall
be sold exclusively by Caterpillar to the Caterpillar Dealers.





3. JLG Telehandlers





	 	3.1.	 	JLG Telehandlers. In this Agreement, (i) “JLG Brand Telehandlers” means all
telehandler products manufactured by or for JLG (i.e., all brands from time to time),
except for telehandlers sold pursuant to military or other government contracts and private
label brands, and (ii) “JLG Supplied Telehandlers” means JLG Brand Telehandlers sold to a
Caterpillar Dealer. JLG shall sell JLG Supplied Telehandlers to Caterpillar Dealers in
sufficient quantities to meet reasonably anticipated market demand as a group.
	 
	 	3.2.	 	Prices and Sales Terms to Certain Caterpillar Dealers. Following the ROW
Transition Date, JLG shall sell to each Caterpillar Dealer located in North America for such
dealer’s rental operations JLG Brand Telehandlers at prices (considering JLG net invoice
pricing and all incentives, market support fees and volume rebates to dealers or customers
or any Affiliates of such dealers or customers) and on other sales terms (taken as a whole)
that [ ]. Such prices and terms shall only be provided to such Caterpillar Dealer if it
does not, following the ROW Transition Date, purchase a model of telehandler for its rental
operations that is not a Caterpillar Branded Telehandler or a JLG Brand Telehandler if there
is a substantially similar (in function and specification) Caterpillar Branded Telehandler
or JLG Brand Telehandler.





4. Additional Product Support Provisions





	 	4.1.	 	Parts Distribution for Caterpillar Branded Telehandlers. With input from the
Alliance support team described in Section 5, the Parties shall, no later than April 1,
2006, mutually agree upon a system for the fulfillment of replacement parts orders placed by
Caterpillar Dealers with respect to Caterpillar Branded Telehandlers based on the following
parameters, with the goals that (i) all parts to support Caterpillar Branded Telehandlers
will be sold to the Caterpillar Dealers by Caterpillar, and JLG shall not sell any parts to
the Caterpillar Dealers to support Caterpillar Branded Telehandlers, and (ii) except for all
(A) engine parts and transmission parts, (B) B Series Telehandler and Compact Telehandler
parts, (C) replacement filters, hoses, and couplings, and parts therefor, and (D) parts that
are common between Caterpillar Branded Telehandlers and machines or equipment manufactured
by or for Caterpillar or sold by Caterpillar,




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	 	 	 	Caterpillar will purchase all parts to support Caterpillar Branded Telehandlers from JLG at
prices and on terms to be mutually agreed by the Parties. Failure of the Parties to reach
agreement by April 1, 2006, on such system for the fulfillment of replacement parts orders
placed by Caterpillar Dealers shall not be grounds for termination of this Agreement by
either Party.
	 
	 	4.2.	 	Caterpillar Engine and Transmission Parts. All Caterpillar engine parts and
transmission parts to support components sold by Caterpillar to JLG shall be sold directly
by Caterpillar to the Caterpillar Dealers.
	 
	 	4.3.	 	Perkins and Turner Parts. Perkins Master Distributors shall be the sole source
for all engine parts required to support Perkins branded engines in JLG Brand Telehandlers,
and Caterpillar shall be the sole source for all Turner transmission parts required to
support Turner branded transmissions in JLG Brand Telehandlers. Caterpillar shall give good
faith consideration and assistance to JLG dealers and JLG’s ServicePlus locations to become
second level dealers of the Perkins Master Distributors.
	 
	 	4.4.	 	JLG’s Purchase of Engine and Transmission Parts. JLG shall purchase (i)
Caterpillar engine parts exclusively from the Caterpillar Dealers, (ii) Turner transmission
parts exclusively from Caterpillar, and (iii) Perkins engine parts exclusively from the
Perkins Master Distributors.
	 
	 	4.5.	 	Caterpillar Filters, Hoses and Couplings. All replacement filters, hoses and
couplings to replace the filters, hoses and couplings sold by Caterpillar to JLG pursuant to
Section 2.8 for use in the manufacture by JLG of Caterpillar Branded Telehandlers shall be
sold directly by Caterpillar to Caterpillar Dealers.
	 
	 	4.6.	 	No Will Fit Parts by JLG. JLG shall not knowingly manufacture or have
manufactured, sell, offer to sell, distribute, or promote to its customers or dealers
(including the Caterpillar Dealers) any “will fit” parts that compete with (i) parts or
components sold by Caterpillar to JLG or to the Caterpillar Dealers, pursuant to Sections
4.2 through 4.5, to support Caterpillar Branded Telehandlers or JLG Brand Telehandlers
(other than hoses and couplings for JLG Brand Telehandlers), or (ii) Perkins engine parts or
Turner transmission parts. JLG shall not actively promote the use of any parts manufactured
by or on behalf of JLG for use in B Series Telehandlers or Compact Telehandlers sold prior
to the EAME Transition Date and ROW Transition Date, as applicable, or any other product
manufactured by or for Caterpillar (other than Caterpillar Branded Telehandlers) or develop
or have developed a cross reference therefor.
	 
	 	4.7.	 	No Will Fit Parts by Caterpillar. Except for (i) engine parts and transmission
parts as described in Sections 4.2 and 4.3, (ii) B Series Telehandler and Compact
Telehandler parts, (iii) replacement filters, hoses, and couplings, and parts therefor, sold
by Caterpillar to JLG or to the Caterpillar Dealers, (iv) Caterpillar parts that are common,
as of the Effective Date, between Caterpillar Branded Telehandlers or JLG Supplied
Telehandlers, on the one hand, and machines or equipment manufactured by or for Caterpillar
or sold by Caterpillar, on the other hand, and (v) “will fit” parts not unique to




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	 	 	 	telehandlers, Caterpillar shall not knowingly manufacture or have manufactured, sell, offer
to sell, distribute, or promote to the Caterpillar Dealers any “will fit” parts that
compete with parts sold by JLG to support JLG Supplied Telehandlers. Caterpillar shall not
develop or have developed a cross reference for any “will fit” parts that it has agreed to
not knowingly manufacture or have manufactured, sell, offer to sell, distribute, or promote
pursuant to the foregoing sentence.
	 
	 	4.8.	 	JLG Part Numbers. For parts used only on both B Series Telehandlers and
Caterpillar Branded Telehandlers, Caterpillar acknowledges that JLG may use Caterpillar part
numbers. If the parties mutually agree on a system for the fulfillment of replacement parts
orders by Caterpillar Dealers pursuant to Section 4.1 whereby all parts to support
Caterpillar Branded Telehandlers will be sold to the Caterpillar Dealers by Caterpillar,
Caterpillar hereby acknowledges that JLG may use Caterpillar part numbers and part number
schemes for all parts to service Cat Branded Telehandlers. If the Parties do not mutually
agree on such a system prior to April 1, 2006, JLG shall, by October 1, 2006, transition to
using part numbers and part number schemes for any parts or components that it may
manufacture or have manufactured, sell, offer to sell, distribute, or promote that are
appreciably different from Caterpillar’s part numbers or part number schemes. Caterpillar
and JLG agree to equally share the cost for the engineering activity to transition the
Caterpillar part numbers to JLG part numbers. For purposes of identification, to the extent
practicable and consistent with current JLG practices, JLG shall stamp, forge, cast, etch,
or otherwise conspicuously mark or package each part and component that it may manufacture
or have manufactured, sell, offer to sell, distribute, or promote with a part number and
part number scheme that is appreciably different from that used by Caterpillar.





5. Assistance and Coordination





	 	5.1.	 	Caterpillar Alliance Assistance. To facilitate the cooperative development of
Caterpillar Branded Telehandlers and the integration of Caterpillar components into
Caterpillar Branded Telehandlers and JLG Brand Telehandlers and other JLG branded products,
Caterpillar shall, unless the Parties mutually agree otherwise, for a period of 2 years, or
such longer period of time as the Parties may mutually agree, put in place a support team to
foster the success of the Alliance. The support team shall consist of a minimum of 5
individuals to include one Alliance manager, one marketing representative covering North and
South America, one marketing representative covering Europe and Asia Pacific, one product
support manager, and one engineering technology manager. The marketing representatives
shall support communications and help to build relationships between JLG and the Caterpillar
Dealers, the product support manager shall provide support and consult with JLG, and the
engineering technology manager shall assist with the design, development, and manufacturing
of Caterpillar Branded Telehandlers and JLG Supplied Telehandlers. The Alliance manager
shall facilitate discussions between JLG and Caterpillar Financial Services Corporation.
	 
	 	5.2.	 	JLG Alliance Assistance. To facilitate the cooperative development of the
Caterpillar Telehandlers and the integration of Caterpillar components into Caterpillar
Branded




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	 	 	 	Telehandlers and JLG Supplied Telehandlers and other JLG branded products, JLG shall,
unless the Parties mutually agree otherwise, for a period of 2 years, or such longer period
of time as the Parties may mutually agree, put in place a support team to foster the
success of the Alliance. The support team shall consist of a minimum of 5 individuals to
include one Alliance manager, one marketing representative covering North and South
America, one marketing representative covering Europe and Asia Pacific, one product support
manager, and one engineering technology manager. The marketing representatives shall
support communications and help to build relationships between JLG and the Caterpillar
Dealers, the product support manager shall provide support and consult with Caterpillar,
and the engineering technology manager shall assist as necessary with, and from time to
time provide relevant information to Caterpillar personnel relating to, the design,
development and manufacturing of Caterpillar Branded Telehandlers and JLG Supplied
Telehandlers.
	 
	 	5.3.	 	Caterpillar Support Services. In addition to the support described in Section
5.1, Caterpillar shall invite JLG to participate, at JLG’s expense, in Caterpillar,
Caterpillar Dealer, and customer marketing, training and promotional activities relevant to
the telehandler business. In addition, in North America JLG will be invited to participate
in annual dealer rental product training programs (of which there are typically 2
centralized programs held per year) and the annual salesman product training seminars held
in Tucson, Arizona. In Europe, JLG will be invited to participate in key training events
that will occur at the Sales Training Campus in Malaga, Spain starting in 2006 and in a
train-the-trainer event that occurs with key new product introductions. Caterpillar shall,
on a periodic basis, provide to JLG a copy of Caterpillar’s current customer marketing,
training and promotional activities calendar.
	 
	 	5.4.	 	Communications Coordinators. Caterpillar and JLG shall each appoint a primary
communications coordinator to facilitate communication between the Parties. JLG’s
coordinator shall attend Caterpillar’s brand communications training as soon as reasonably
possible.





6. License and Use of Marks





	 	6.1.	 	License Grant. For the Term of this Agreement, and except as otherwise provided
under Section 11.7 hereof, Caterpillar Inc. hereby grants to JLG a non-exclusive, worldwide
license to use those Caterpillar marks (the “Caterpillar Marks") and secondary marks set
forth in attached Exhibit C (collectively the “Marks”), with no right to transfer, assign,
or sublicense, exclusively in connection with designing, manufacturing, having manufactured
(provided the manufacturing third party has signed a written agreement relating to the Marks
with Caterpillar), marketing, promoting, offering to sell, selling, leasing, financing,
importing, and exporting Caterpillar Branded Telehandlers and their progeny, and mutually
agreed service parts, packaging, and components, all of which must be for the purpose of
transacting exclusively with Caterpillar Dealers or, in the case of used Caterpillar
telehandlers acquired by JLG from the Caterpillar Dealers, other parties to the extent
reasonably required by JLG to dispose of such used Caterpillar telehandlers, but, in any
event, not in connection with any other telehandlers, products,




9









 






	 	 	 	service parts, packaging, or components (unless such other service parts, packaging or
components are branded by Caterpillar with one or more of the Marks). Caterpillar Inc.
shall retain ownership of, and, except as provided in the foregoing sentence, all rights in
and to, the Marks, and all goodwill relating thereto shall inure to the benefit of and
remain vested in Caterpillar Inc. Except as otherwise provided in Section 11.7, this
license shall automatically terminate upon the termination or expiration of this Agreement.
	 
	 	6.2.	 	Notice of Third Party Infringement of Marks. JLG shall provide Caterpillar Inc.
with prompt notice of any alleged, actual or threatened infringement or dilution of the
Marks or of any alleged, actual or threatened unfair competition, passing-off or other
similar action of which JLG may become aware, giving particulars thereof, and JLG shall
provide reasonable information and assistance to Caterpillar, at Caterpillar’s expense, in
the event that Caterpillar, in its sole discretion, decides to initiate investigation or
proceedings. Caterpillar shall diligently protect and defend its rights in the Marks and
the license granted hereby, and shall have the sole right to initiate and control any and
all legal actions to enforce its rights in the Marks and shall retain any and all recoveries
from such actions. JLG shall not initiate any action concerning or related to infringement
of the Marks, unfair competition, or any other claim based upon the Marks.
	 
	 	6.3.	 	No Challenge, Interference, or Registration by JLG. JLG agrees not to
intentionally, whether directly or indirectly, question, attack, contest, or in any other
manner impugn the validity or enforceability of the Marks, or Caterpillar Inc.’s ownership
thereof, or any registration therefor by Caterpillar and will take no action that will
intentionally interfere with, diminish, or impair the Marks or Caterpillar’s rights therein,
including in any action in which enforcement of a provision of this Agreement is sought; nor
shall JLG willingly become a party adverse to Caterpillar in any action, claim, suit,
litigation, arbitration, or other proceeding in which a third party contests the validity or
enforceability of the Marks or Caterpillar’s rights therein. JLG agrees not to register or
use any mark that is identical to or confusingly similar to any of the Marks or that might
otherwise dilute any of the Marks. If any application for registration is filed in any
jurisdiction by JLG which relates to any mark which, in Caterpillar’s reasonable opinion, is
confusingly similar, deceptive, or misleading with respect to the Marks or which dilute the
Marks, JLG shall, upon notice from Caterpillar, immediately abandon and withdraw any such
application or registration.
	 
	 	6.4.	 	JLG Assistance to Caterpillar. JLG agrees, at Caterpillar’s expense, to assist
Caterpillar in the registration, maintenance, and/or enforcement of the Marks as may be
reasonably requested by Caterpillar from time to time, such assistance to include executing
documents, providing evidence, or recording this license or JLG as licensee of Caterpillar
Inc. with respect to the Marks.
	 
	 	6.5.	 	Representation and Warranty. Caterpillar Inc. represents and warrants to JLG
that: (i) to Caterpillar Inc.’s Knowledge, Caterpillar Inc. owns all legal and beneficial
rights, title and interest in and to all of the Caterpillar Marks, free and clear of any
liens, encumbrances, or right of any third party (other than liens, encumbrances, or rights
that do not interfere or conflict with JLG’s use of the Caterpillar Marks as contemplated by
this Agreement),




10









 






	 	 	 	(ii) the Caterpillar Marks, to Caterpillar Inc.’s Knowledge, do not infringe or dilute any
third party mark or other intellectual property right, (iii) it has not granted to any
third party any license or right to use the Marks in connection with telehandlers, (iv)
there are no actions, suits, proceedings or claims pending or, to Caterpillar Inc.’s
Knowledge, threatened with respect to the Marks that would affect, impair or undermine the
rights that Caterpillar Inc. is granting JLG hereunder in the Marks, (v) Caterpillar Inc.
has the full authority and right to grant the license set forth in Section 6.1, and (vi)
JLG has the right to use the Marks as provided in Section 6.1 and otherwise in this
Agreement.






	 	6.6.	 	Caterpillar’s Quality Standards.






	 	6.6.1.	 	JLG shall only have a right to use the Marks as set forth in Section 6.1 or otherwise
in this Agreement for so long as the quality, product support, and services (each taken
as a whole) for Caterpillar Branded Telehandlers remain consistent with the high quality
of goods and services (each taken as a whole) associated with Caterpillar construction
equipment products generally manufactured and marketed in Caterpillar’s Building and
Construction Products division or such successor division that generally manufactures
and markets construction equipment (the “Trademark Quality Standards”).
	 
	 	6.6.2.	 	Upon Caterpillar’s reasonable request, JLG shall furnish or make available to
representatives of Caterpillar (i) samples of any Caterpillar Branded Telehandlers or
other items described in Section 6.1 bearing a Mark for inspection, survey, testing, and
review to assure conformance with Caterpillar’s quality standards, (ii) data relating to
the conformance of Caterpillar Branded Telehandlers and associated product support and
services to Caterpillar’s quality standards, and (iii) samples of instruction and
warranty materials to be provided with Caterpillar Branded Telehandlers. Caterpillar
shall bear all reasonable expenses for any shipment of goods to Caterpillar or
collection or provision by JLG of data, at the request of Caterpillar, other than in
JLG’s ordinary course of business.
	 
	 	6.6.3.	 	Should Caterpillar reasonably believe at any time that the quality, product support,
or services (each taken as a whole) for Caterpillar Branded Telehandlers or other items
described in Section 6.1 are not consistent with the Trademark Quality Standards,
Caterpillar shall notify JLG in writing of such alleged deficiency, which notice shall
include a detailed explanation of, and Caterpillar’s suggested cure for, such alleged
deficiency. JLG shall, within 10 days of Caterpillar’s notice to JLG, notify
Caterpillar that JLG (i) has or will take curative steps to alleviate the alleged
deficiency within 60 days and include a detailed explanation of such curative steps, or
(ii) disagrees, in good faith, with Caterpillar’s reasonable belief of the alleged
deficiency, which notice shall include a detailed explanation of why JLG disagrees. In
the event the parties are in disagreement about the alleged deficiency (a “Quality
Dispute”), within 10 days of JLG’s notice to Caterpillar of such disagreement, senior
executives of the Parties shall meet to attempt to resolve the Quality Dispute. In the
event that such senior executives are unable to resolve the Quality Dispute despite good
faith efforts, the Parties shall submit such matter to mediation under the




11









 






	 	 	 	Commercial Mediation Procedures of the American Arbitration Association and a mediator
shall be selected, both within 3 days. Once commenced, no such mediation shall be
permitted to proceed for more than 10 days. Each Party shall bear its own costs
relating to the mediation, but the costs and expenses of the mediator and any
administrative costs of the mediation shall be borne equally by the Parties.
	 
	 	6.6.4.	 	In the event the Parties are unable to resolve the Quality Dispute, the parties
shall submit such matter to binding arbitration in Chicago, Illinois, before a single
arbitrator under the auspices and pursuant to the Commercial Arbitration Rules then in
effect of the American Arbitration Association. The arbitration hearing will be
scheduled so that it is concluded within 20 days from the date of the filing of the
arbitration, and the arbitrator shall render his decision within 10 days after the
closing of the hearing. The arbitrator will be chosen under the usual procedures and
from the usual panels of the American Arbitration Association except that the
arbitrator shall not have performed, directly or indirectly, a material amount of work
for either Party within the five-year period immediately preceding the date of his
selection or intend or desire to perform work for either party within one year
following the date of his selection. The sole issue to be arbitrated before the
arbitrator is whether the alleged deficiency exists, and the arbitrator may only find
either (i) the alleged deficiency exists, or (ii) the alleged deficiency does not
exist. This determination shall be given preclusive or collateral estoppel effect.
Each Party shall bear its own attorneys’ fees and costs relating to the arbitration,
but the costs and fees of the arbitrator, the fees to the American Arbitration
Association, and any other costs of such arbitration shall be borne equally by the
Parties. If the arbitrator determines that JLG is deficient, JLG shall have the
opportunity to cure pursuant to Section 11.4. If JLG does not cure such deficiency
within the 90 day time period set forth in Section 11.4 (or a longer period of time if
Caterpillar in its discretion so agrees in writing), Caterpillar may terminate the
license to the Marks granted under this Agreement.






	 	6.7.	 	Review of Use of Marks; Presentation. All use of the Marks on Caterpillar
Branded Telehandlers and other items described in this Section 6 shall be subject to
Caterpillar’s prior approval and any changes to such use shall be subject to additional
Caterpillar review and approval, which approval, in each case, shall not be unreasonably
withheld or delayed. JLG shall use the Marks on Caterpillar Branded Telehandlers and the
other items described in this Section 6 pursuant to reasonable instructions and guidelines
provided by Caterpillar from time to time to ensure that the Marks and such products bearing
the Marks are presented in a manner consistent with how Caterpillar presents its products
with the Marks from time to time to the public.
	 
	 	6.8.	 	Advertising and Other Materials. JLG shall be responsible for obtaining
Caterpillar’s prior written approval of any proposed public announcements (except as
required by applicable law or rules of the New York Stock Exchange, provided JLG has
provided Caterpillar with reasonable advance notice of the content of the proposed
announcement, the reasons that such announcement is required, and the time and place that
the announcement will be made), advertising, or marketing materials regarding Caterpillar




12









 






	 	 	 	Branded Telehandlers or any other use of the Caterpillar name or Marks or any reference to
Caterpillar or the Caterpillar Dealers, which approval shall not be unreasonably withheld
or delayed.
	 
	 	6.9.	 	Approval Process for Use of Marks. With respect to uses of the Caterpillar name
or Marks as contemplated in Sections 6.7 and 6.8, JLG shall provide to Caterpillar, for
Caterpillar’s approval, samples of any proposed advertising or marketing materials,
displays, or uses, including public announcements, that include the Caterpillar name or
Marks (collectively, the “Materials") and their intended application at least 15 days prior
to their use or publication. Caterpillar shall notify JLG of its acceptance or rejection of
such Materials within 10 days after such Materials are submitted to Caterpillar, which
notice, in the case of rejection, shall include a detailed explanation of the reasons for
the rejection thereof; provided that, if Caterpillar fails to notify JLG regarding the
acceptance or rejection of such Materials within such 10 days, such materials shall be
deemed rejected and, upon the request of JLG, Caterpillar shall provide a detailed reason
therefor. Once Materials are approved, they are deemed approved during the Term, unless
written notice of subsequent disapproval of the same is provided to the JLG.
	 
	 	6.10.	 	No JLG Marks. Except as required by applicable law, for patent protection or
under ANSI, ASME, CE, EN, CSA, or AS standards, no component or part incorporated into
Caterpillar Branded Telehandlers shall have any brand or mark of JLG.
	 
	 	6.11.	 	Other JLG Products. JLG shall clearly distinguish Caterpillar Branded
Telehandlers and other items described in Section 6.1 bearing a Mark from all other products
and items that it may design, manufacture, have manufactured, market, sell, offer to sell,
or distribute. In accordance with the foregoing sentence, JLG shall not use Caterpillar
specified paint (or other substantially similar color), keys, floor mats, seat, steering
wheel, nomenclature, and the Marks (or items confusingly similar thereto) on such other
products and items.





7. License of Caterpillar Intellectual Property





	 	7.1.	 	License Grant. For the Term of this Agreement, and subject to the terms and
conditions of this Agreement, Caterpillar hereby grants to JLG a non-exclusive, worldwide
license, with no right to transfer or assign, to use the intellectual property set forth on
Exhibit D (the “Common Intellectual Property”) exclusively in connection with designing,
manufacturing, having manufactured, selling, offering to sell, importing, and exporting
Caterpillar Branded Telehandlers, JLG’s current telehandler product line, and a common
telehandler platform to be developed for sale commencing one year after the EAME Transition
Date in Europe, Africa, and the Middle East (the “JLG Common Platform”), their progeny and,
unless restricted or prohibited elsewhere in this Agreement, service parts and components
for Caterpillar Branded Telehandlers, which must be sold exclusively through the Caterpillar
Dealers, but, in any event, not in connection with any (i) telehandlers or other products
other than Caterpillar Branded Telehandlers, the JLG Common Platform, or JLG’s current
telehandler product line, (ii) service parts or




13









 






	 	 	 	components for any engines or transmissions, (iii) service parts or components for
telehandlers or other products other than Caterpillar Branded Telehandlers, the JLG Common
Platform, or JLG’s current telehandler product line, or (iv) packaging. Notwithstanding
any other provision of this Agreement, JLG shall have no right to use the “Restricted
Common Intellectual Property” (as defined in Exhibit D) other than in connection with
Caterpillar Branded Telehandlers. Caterpillar shall retain ownership of, and except as
expressly provided in this Section 7, all right, title, and interest in, to, and under, the
Common Intellectual Property. Except as otherwise provided under Section 11.7, this
license shall automatically terminate upon the termination or expiration of this Agreement.





7.2. Software.





	 	7.2.1.	 	All Software included in the Common Intellectual Property is subject to the following
additional terms and conditions. “Software” includes the executable code of the
following Caterpillar proprietary software: (i) the version of Electronic Technician
(“ET”) specific to the B Series Telehandlers, (ii) the version of the flash files for B
Series Telehandlers’ electronic control modules as released for production, and (iii)
the current version of Product Software Programming System (“PSPS”).
	 
	 	7.2.2.	 	Caterpillar hereby grants to JLG, and JLG hereby accepts, a nonexclusive,
nontransferable license to install and use the ET software only with JLG’s European line
of Caterpillar Branded Telehandlers, so long as such software is used on Caterpillar
recommended hardware.
	 
	 	7.2.3.	 	Caterpillar hereby grants to JLG, and JLG hereby accepts, a nonexclusive,
nontransferable license to install and use a copy of the flash file software described
in Section 7.2.1(ii) only with the associated electronic control modules for use with
JLG’s European line of Caterpillar Branded Telehandlers, so long as such software is
used on Caterpillar recommended hardware.
	 
	 	7.2.4.	 	Caterpillar hereby grants to JLG, and JLG hereby accepts, a nonexclusive,
nontransferable license to install and use one copy of the PSPS software for the Term
of this Agreement but only at JLG’s production facility for JLG’s European line of
Caterpillar Branded Telehandlers.
	 
	 	7.2.5.	 	Caterpillar retains all right, title and interest in the Software, and nothing
contained herein shall be construed as the relinquishment on the part of Caterpillar of
any of its ownership interest in the Software.
	 
	 	7.2.6.	 	JLG shall not copy, distribute, sublicense, or otherwise transfer or make available
the Software, except as explicitly authorized herein, and under no circumstances to any
third party. JLG shall not reverse engineer, decompile, disassemble, or otherwise
attempt to gain the source code to the Software.




14









 






	 	7.2.7.	 	The Software licenses granted under this Section 7.2 will automatically terminate (i)
12 months after the EAME Transition Date, or (ii) upon termination of this Agreement,
whichever occurs first. Upon termination of this Software license, JLG shall erase all
Software from all computing systems and return or destroy any media containing the
Software.






	 	7.3.	 	JLG Assistance to Caterpillar. JLG shall execute such standard form documents
and, at Caterpillar’s expense, such other documents as Caterpillar may reasonably request
from time to time to evidence and record with all appropriate authorities that, except as
provided in this Section 7, all right, title, and interest in, to, and under the Common
Intellectual Property resides in Caterpillar.
	 
	 	7.4.	 	Sublicenses. JLG may grant sublicenses to any or all of the Common Intellectual
Property solely for the uses described in Section 7.1; provided that (i) any such sublicense
is in writing in a form reasonably acceptable to Caterpillar and imposes substantially
similar obligations (to the extent relevant) on the sublicensee as are contained in this
Agreement with respect to JLG (including Section 14 regarding Confidentiality), (ii) JLG
uses commercially reasonable efforts to ensure that all sublicensees duly observe and
perform such obligations in all material respects, (iii) JLG shall remain responsible for
all acts and omissions of such sublicensees as if by JLG, and (iv) all sublicenses shall
automatically terminate upon the termination or expiration of this Agreement.
	 
	 	7.5.	 	Modifications and Improvements. With the exception of Software, JLG shall have a
right to modify the Common Intellectual Property solely for the uses described in Section
7.1. JLG shall promptly disclose to Caterpillar, in such detail as Caterpillar may
reasonably request, all Improvements to the Common Intellectual Property that JLG may
develop or acquire during the Term (the “JLG Improvements”). JLG shall assign and hereby
automatically assigns all right, title and interest in and to such Improvements to
Caterpillar, and Caterpillar shall have full ownership rights to all JLG Improvements;
provided, however, that Caterpillar hereby grants to JLG a perpetual royalty-free,
non-exclusive, worldwide license, with no right to transfer or assign, to design,
manufacture, have manufactured, sell, offer to sell, import, and export any products or
processes embodying such JLG Improvements. Caterpillar shall have full ownership rights to
all Improvements to the Common Intellectual Property that Caterpillar may develop or
acquire, and JLG shall have no right whatsoever to use any such Improvements.
“Improvements” means all additions, improvements, modifications, or adaptations to any part
of the Common Intellectual Property or the Transferred Intellectual Property, as applicable,
developed or acquired by either Party during the Term. JLG will, at Caterpillar’s expense,
execute customary forms of intellectual property assignments or acknowledgements to transfer
such intellectual property rights to Caterpillar.
	 
	 	7.6.	 	Technical Assistance. As soon as practicable following the execution hereof,
Caterpillar shall provide JLG with all documentation and other materials reasonably
necessary for JLG to access and utilize the Common Intellectual Property and otherwise
exercise its license rights granted hereunder. For a period of 24 months following the
Effective Date,




15









 






	 	 	 	Caterpillar, through the engineering technology manager referred to in Section 5.1, shall
provide technical assistance reasonably requested by JLG to facilitate JLG’s efficient and
proper use of the Common Intellectual Property for permitted uses under this Agreement. To
the extent required for JLG to read and understand output files acquired from Caterpillar
relating to hydraulic, cooling, and sound analyses for B Series Telehandlers, Caterpillar
will use its Dynasty, Cool1, and Sonic+ software for extracting any data reasonably
required by JLG and put it into a form usable by JLG using JLG tools. In the event that
data cannot be extracted and translated into a usable form, Caterpillar will utilize such
software on JLG’s behalf. In no event will Caterpillar provide these services for JLG’s
new product development or any purpose other than as set forth above.
	 
	 	7.7.	 	Backup Copy. JLG may make, maintain and retain one backup copy of the Common
Intellectual Property.
	 
	 	7.8.	 	Representation and Warranty. Caterpillar represents and warrants to JLG that (i)
Caterpillar beneficially owns free and clear of any liens all rights, title and interests in
and to the Common Intellectual Property, (ii) Caterpillar has not granted (except to its
suppliers in connection with B Series Telehandlers and Compact Telehandlers) and will not
grant any license or right to use the Common Intellectual Property to any third party for
use by or on behalf of a telehandler manufacturer or otherwise in connection with the
design, development, manufacture, use, sale, offer for sale, import or export of
telehandlers, (iii) no claim is pending or, to Caterpillar’s Knowledge, threatened asserting
that any use of the Common Intellectual Property as contemplated hereunder infringes,
violates or misappropriates any intellectual property right of any third party, (iv)
Caterpillar has the full authority and right to grant the licenses and rights set forth
herein, and (v) JLG has the right to use the Common Intellectual Property as provided
hereunder.
	 
	 	7.9.	 	No Obligation to Maintain; No Implied License. Caterpillar shall have no
obligation to file or prosecute any patent application or maintain any patent in force or to
maintain the confidentiality of any Common Intellectual Property. Nothing herein shall be
construed as granting by implication, estoppel, or otherwise any licenses or rights under
any intellectual property other than as specifically licensed herein.
	 
	 	7.10.	 	Abandonment. In the event that Caterpillar elects to abandon or otherwise
relinquish or forfeit any patents comprising a portion of the Common Intellectual Property,
Caterpillar shall use commercially reasonable efforts to notify JLG in writing of such
election at least 30 days in advance of the due date of any payment or other administrative
action required to maintain such patents. JLG may elect, upon written notice to
Caterpillar, to make such payment or take such administrative action, at JLG’s expense, and
to the extent possible, in JLG’s own name and with sole ownership rights. Caterpillar shall
cooperate with JLG, at JLG’s expense, in connection with such activities, including the
transfer of ownership rights to such patents.
	 
	 	7.11.	 	Copyright License. For the Term of this Agreement, Caterpillar hereby grants to
JLG a non-exclusive, worldwide license, with no right to transfer or assign, to make
derivative




16









 






	 	 	 	works, copy, publicly display, and distribute Caterpillar-owned copyrighted works (with the
exception of Software) associated with Caterpillar Branded Telehandlers exclusively for
permitted uses under this Agreement.





8. License of JLG Intellectual Property





	 	8.1.	 	License Grant. JLG hereby grants to Caterpillar a royalty-free (except as set
forth in Section 8.6), perpetual (except with respect to any patents, in which case for the
term of the patent), non-exclusive, worldwide license, with no right to transfer or assign,
to access and use (i) the intellectual property (the “Transferred Intellectual Property”)
described in Exhibit A of the Asset Purchase Agreement between Caterpillar Inc., Caterpillar
S.A.R.L., Caterpillar (U.K.) Limited (“Cat UK”), and JLG Industries, Inc. dated of even date
with the Effective Date (the “Asset Purchase Agreement”), and (ii) the tooling assets
described in Exhibit A of the Asset Purchase Agreement (the “Transferred Tooling”), to allow
Caterpillar to design, manufacture, have manufactured, sell, offer to sell, import, and
export (x) sufficient B Series Telehandlers and Compact Telehandlers to meet market demand
through the EAME Transition Date or ROW Transition Date (as applicable), and (y) any and all
components and service parts necessary to support the B Series Telehandler and Compact
Telehandler field population, and, after such applicable Transition Date, (A) solely to
design, manufacture, have manufactured, sell, offer to sell, import, and export any and all
components and service parts necessary to support the B Series Telehandler and Compact
Telehandler field population, and (B) notwithstanding Section 14, to use the Transferred
Intellectual Property for record retention purposes. JLG shall retain ownership of, and
except as expressly provided in this Section 8, all right, title, and interest in, to, and
under the Transferred Intellectual Property and the Transferred Tooling. For purposes of
this Section 8.1, with respect to Transferred Tooling, references to JLG shall be construed
as references to the applicable designated purchaser and references to Caterpillar shall be
construed as references to Cat UK.
	 
	 	8.2.	 	Caterpillar Assistance to JLG. Caterpillar shall execute such documents as JLG
may reasonably request from time to time to evidence and record with all appropriate
authorities that, except as provided in Section 8, all right, title, and interest in, to,
and under the Transferred Intellectual Property and Transferred Tooling resides in JLG.
	 
	 	8.3.	 	Sublicenses. Caterpillar may grant sublicenses to any or all of the Transferred
Intellectual Property solely for the uses described in Section 8.1; provided that (i) any
such sublicense is in writing in a form reasonably acceptable to JLG and imposes
substantially similar obligations (to the extent relevant) on the sublicensee as are
contained in this Agreement with respect to Caterpillar (including Section 14 regarding
Confidentiality), (ii) Caterpillar uses commercially reasonable efforts to ensure that all
sublicensees duly observe and perform such obligations in all material respects, and (iii)
Caterpillar shall remain responsible for all acts and omissions of such sublicensees as if
by Caterpillar.
	 
	 	8.4.	 	Modifications and Improvements. Caterpillar shall have a right to modify the
Transferred Intellectual Property solely for the uses described in Section 8.1. Caterpillar




17









 






	 	 	 	shall promptly disclose to JLG, in such detail as JLG may reasonably request, all
Improvements to the Transferred Intellectual Property that Caterpillar may develop or
acquire during the Term. Caterpillar shall assign and hereby automatically assigns all
right, title and interest in and to such Improvements to JLG and JLG shall have full
ownership rights to all such Improvements; provided, however, that JLG hereby grants to
Caterpillar a royalty-free, perpetual, non-exclusive, worldwide license, with no right to
transfer or assign, to manufacture, have manufactured, use, sell, offer for sale, and
import any products or processes embodying such Improvements. Otherwise, JLG shall have
full ownership rights to all Improvements to the Transferred Intellectual Property that JLG
may develop or acquire, and Caterpillar shall have no right whatsoever to use any such
Improvements. Caterpillar will at JLG’s expense execute customary forms of intellectual
property assignments or acknowledgements to transfer such intellectual property rights to
JLG
	 
	 	8.5.	 	Backup Copy. Caterpillar may make, maintain, and retain one backup copy of the
Transferred Intellectual Property.
	 
	 	8.6.	 	Transferred Tooling. JLG agrees to provide to Caterpillar and its sublicensees,
from time to time as Caterpillar may request, access to and use of all Transferred Tooling
for the purposes described in Section 8.1. JLG shall assist Caterpillar and co-ordinate
with Caterpillar and any third party in possession or control of any Transferred Tooling to
ensure, so far as is practicable, that each of JLG’s and Caterpillar’s requirements to
access and use such Transferred Tooling are met to the satisfaction of both Parties.
Caterpillar shall bear all maintenance costs and risk of loss of the Transferred Tooling
while in its possession or control prior to the EAME Transition Date and shall bear all
maintenance costs or damages incurred by JLG to the extent directly resulting from
Caterpillar’s use of the Transferred Tooling following the EAME Transition Date. Despite
the foregoing, if all of the requirements of Caterpillar in relation to the Transferred
Tooling cannot be met to the satisfaction of Caterpillar, then Caterpillar may, at its
expense, reproduce the Transferred Tooling or have it reproduced, and Caterpillar will own
such tooling and may use such tooling for any purpose not otherwise inconsistent with the
Alliance Agreements for which it desires. Except as provided above, JLG shall be
responsible for maintenance of and any necessary replacement of the Transferred Tooling.
After the ROW Transition Date, JLG shall have no further obligation to maintain or preserve
the Transferred Tooling and JLG shall maintain or replace the Transferred Tooling in its
sole discretion; provided, however, that Caterpillar may, at its own expense, maintain the
Transferred Tooling and use it for purposes not otherwise inconsistent with the Alliance
Agreements at no charge. JLG shall give Caterpillar at least 60 days’ prior written notice
of any intention to relocate any Transferred Tooling, together with the intended date and
place of such relocation. JLG shall furnish Caterpillar semi-annually with a report showing
the location and use of all Transferred Tooling. If at any time JLG wishes to sell or
otherwise dispose of any Transferred Tooling, JLG shall give Caterpillar at least 45 days’
prior written notice and a first option to buy such Transferred Tooling at a reasonable
price and on reasonable terms to be agreed. In respect of Transferred Tooling that is
located within the United Kingdom as of the Closing Date (as defined in the Asset Purchase
Agreement) (the “UK Transferred Tooling”), Cat UK shall be the designated




18









 






	 	 	 	licensee and shall pay to JLG on the Closing Date a one-time license fee of $1,400,000
(excluding value added tax — “VAT”). In respect of the Transferred Tooling that is located
outside the UK, Caterpillar may designate one or more of its afiiliates as the licensee(s).
If any VAT is payable in respect of the licensing of any of the Transferred Tooling
pursuant to this Agreement, subject to provision of a VAT invoice for such amount in the
form referred to below, an additional amount shall be payable in respect of the licensing
of such Transferred Tooling equal to VAT at the applicable rate on the consideration
attributed to the licensing of such Transferred Tooling. Any such additional amount shall
be payable by the party which is the designated licensee of such Transferred Tooling to the
party which is the licensor of such Transferred Tooling. Any such additional amount shall
be payable not later than 14 days after delivery to such designated licensee of a VAT
invoice in the prescribed form correctly issued by the relevant licensor to the relevant
designated licensee.
	 
	 	8.7.	 	Representation and Warranty. Subject to compliance by Caterpillar with
Caterpillar’s obligations under the Asset Purchase Agreement, including its right to assign
the Transferred Intellectual Property and proper assignment thereof, JLG represents and
warrants to Caterpillar that it has the right to grant the license set forth in Section 8.1
and that Caterpillar has the right to use the Transferred Intellectual Property and
Transferred Tooling as provided in this Section 8.
	 
	 	8.8.	 	No Obligation to Maintain; No Implied License. JLG shall have no obligation to
file or prosecute any patent application or maintain any patent in force or to maintain the
confidentiality of any Transferred Intellectual Property. Nothing herein shall be construed
as granting by implication, estoppel, or otherwise any licenses or rights under any
intellectual property other than as specifically licensed herein.
	 
	 	8.9.	 	Abandonment. In the event that JLG elects to abandon or otherwise relinquish or
forfeit any patents comprising a portion of the Transferred Intellectual Property, JLG shall
use commercially reasonable efforts to notify Caterpillar in writing of such election at
least 30 days in advance of the due date of any payment or other administrative action
required to maintain such patents. Caterpillar may elect, upon written notice to JLG, to
make such payment or take such administrative action, at Caterpillar’s expense, and to the
extent possible, in Caterpillar’s own name and with sole ownership rights. JLG shall
cooperate with Caterpillar, at Caterpillar’s expense, in connection with such activities,
including the transfer of ownership rights to such patents.





9. Alliance Fee





	 	9.1.	 	Alliance Fee. In consideration of Caterpillar’s undertakings and obligations set
forth in this Agreement, and for so long as this Agreement shall remain in effect, JLG shall
pay to Caterpillar Inc. an alliance fee (the “Alliance Fee”) of [ ] of JLG’s net selling
price (less the net purchase price paid by JLG for any Caterpillar components contained in
such telehandler) for each unit of Caterpillar Branded Telehandler and JLG Brand Telehandler
sold by JLG to a Caterpillar Dealer on or after the dates set forth below. The Alliance Fee
shall commence on (i) August 1, 2007, for sales on or after such date to




19









 






	 	 	 	Caterpillar Dealers in North America (except for sales from the Caterpillar TH220B or
TH330B line of telehandlers sold in North America), (ii) August 1, 2008, for sales on or
after such date to Caterpillar Dealers in Europe, (iii) August 1, 2008, for sales on or
after that date to Caterpillar Dealers in North America from the Caterpillar TH220B or
TH330B line of telehandlers, and (iv) August 1, 2007, or August 1, 2008, as applicable
based upon the line (European or North American) from which such sale is made, for sales to
Caterpillar Dealers outside of North America and Europe. The Alliance Fee shall be paid in
US Dollars. For sales by JLG to a Caterpillar Dealer in a currency other than US Dollars,
the currency of such sale shall be converted to US Dollars based on the currency conversion
rates reported in the Reuter’s Information System for New York Spot Rates as of 09:00 U.S.
Eastern Time as of the last working day of the applicable calendar quarter.
	 
	 	9.2.	 	Payment. The first Alliance Fee payment shall cover the period from August 1,
2007 until December 31, 2007, and shall be paid to Caterpillar Inc. no later than January
31, 2008. Each subsequent Alliance Fee payment shall cover the then next calendar quarter,
and shall be paid to Caterpillar Inc. no later than 30 days following the end of such
calendar quarter. JLG shall not apply any set-off to any Alliance Fee Payment. JLG shall
pay to Caterpillar Inc., on demand, a late payment charge equal to the lesser of (i) 1.5%
per month, or (ii) the highest charge allowed by applicable law, on any amount unpaid on the
due date until paid in full, in addition to reimbursement for all costs and expenses
(including reasonable attorneys’ fees) associated with collection of amounts due or
enforcement of JLG’s obligations hereunder. The Alliance Fee (and any associated late
payment charge) shall be paid free and clear of all deductions or withholdings unless the
deduction or withholding is required by law. JLG and Caterpillar will cooperate in
minimizing the incidence of any such deduction or withholding, including completing any
procedural formalities necessary for JLG to obtain authorisation under any applicable double
taxation agreement to make a payment under this Section 9 without any such deduction or
withholding.
	 
	 	9.3.	 	Sales Reports. Together with each Alliance Fee payment, JLG shall furnish
Caterpillar Inc., for all Caterpillar Branded Telehandlers and JLG Supplied Telehandlers
sold by JLG to a Caterpillar Dealer during such calendar quarter, with a report showing the
number and model of units sold, the name of the Caterpillar Dealer to whom they were sold,
and the corresponding net selling price of such unit (less the net purchase price paid by
JLG for any Caterpillar components contained in such telehandler).
	 
	 	9.4.	 	Right to Audit. During, and for 3 years following the expiration or termination
of this Agreement, Caterpillar itself, or through its duly authorized representatives
(including certified public accountants), shall have the right, upon request, to examine all
relevant records at reasonable times for the purpose of determining the correctness of the
payments and reports submitted by JLG to Caterpillar as required in Sections 9.2 and 9.3.
If an examination of the relevant records reveals a deficiency in an Alliance Fee payment
made by JLG, JLG shall promptly pay such deficiency, and, in addition, if such examination
shows a deficiency of more than 3 percent, JLG shall pay all audit costs and expenses
incurred by Caterpillar.




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10. Alliance Covenants





	 	10.1.	 	Caterpillar Alliance Covenants. During the Term, Caterpillar shall not (i)
manufacture telehandlers (other than the B Series Telehandlers and Compact Telehandlers
prior to the EAME Manufacturing Transition Date, (ii) promote or endorse a telehandler
(other than (x) the B Series Telehandlers and Compact Telehandlers manufactured prior to
the EAME Transition Date or ROW Transition Date, as applicable, and (y) Caterpillar Branded
Telehandlers and JLG Supplied Telehandlers), or (iii) license the Common Intellectual
Property or the Marks for use in connection with any telehandler (other than to JLG).
	 
	 	10.2.	 	JLG Alliance Covenants. During the Term, JLG shall not (i) enter into an
agreement with any manufacturer listed on Exhibit E or Affiliate or successor thereof, other
than an Affiliate who is a dealer or distributor (collectively, the “Listed Manufacturers”)
to manufacture, have manufactured, market, sell, offer to sell, or distribute telehandlers
bearing any brand or mark of any Listed Manufacturer, or (ii) sell during any calendar year
to any Listed Manufacturer more than 20% (in dollar volume) of JLG’s total output of
telehandlers during such calendar year. If, due to a new entrant, withdrawal,
consolidation, or other change in the industries served by Caterpillar, Caterpillar believes
that a new manufacturer of (i) construction, demolition, pipeline, road building, mining,
petroleum, forestry, agriculture, or materials handling machinery or equipment, or (ii)
diesel or natural gas engines, qualifies as an “Additional Listed Manufacturer” as defined
on Exhibit E and should be added to the list set forth on Exhibit E, Caterpillar shall
provide written notice to JLG; provided, however, that such list shall not exceed 20
manufacturers in number. If JLG believes that such manufacturer does not qualify as an
Additional Listed Manufacturer and should not be added to Exhibit E, it shall provide
written notice to Caterpillar. If the Parties cannot agree on whether such manufacturer
qualifies as an Additional Listed Manufacturer, the matter shall be submitted to dispute
resolution pursuant to Section 10.3.
	 
	 	10.3.	 	Dispute Resolution. In the event of a dispute as to whether a person is an
Additional Listed Manufacturer under Section 10.2 or 11.6 (“Dispute”), the Parties agree to
work together in good faith to resolve the Dispute by reference to their respective senior
management. If the Parties are unable to resolve the Dispute within 30 days after the
notice referred to in Section 10.2 or 11.6, then a Party may at anytime thereafter submit
such Dispute to binding arbitration in Chicago, Illinois, before a single arbitrator under
the auspices and pursuant to the Commercial Arbitration Rules then in effect of the American
Arbitration Association. The arbitrator will be chosen under the usual procedures and from
the usual panels of the American Arbitration Association except that the arbitrator shall
not have performed, directly or indirectly, a material amount of work for either Party
within the five-year period immediately preceding the date of his selection or intend or
desire to perform work for either party within one year following the date of his selection.
The sole issue to be arbitrated before the arbitrator is whether the person in question
qualifies as an Additional Listed Manufacturer. This determination shall be given
preclusive or collateral estoppel effect. Each party shall bear its own




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	 	 	 	attorneys’ fees and costs relating to the arbitration, but the costs and fees of the
arbitrator, the fees to the American Arbitration Association, and any other costs of such
arbitration shall be borne equally by the parties.





11. Term and Termination





	 	11.1.	 	Term. This Agreement shall commence on the Effective Date and, unless earlier
terminated as hereinafter provided, shall remain in effect for a term of 20 years (the
“Term”). At least 24 months prior to the scheduled expiration of the Term, the Parties
shall meet to discuss whether or not to extend the Term of this Agreement for an additional,
mutually agreed period of time.
	 
	 	11.2.	 	Automatic Termination. If the Asset Purchase Agreement terminates pursuant to
Section 9(a) thereof, this Agreement shall automatically terminate contemporaneously
therewith. In such event, all rights and obligations of the Parties hereunder shall
terminate without any liability of a Party to the other Party (except for any liability of a
Party then in breach).
	 
	 	11.3.	 	Termination by Mutual Consent. The Parties may at any time mutually agree in
writing to terminate this Agreement.
	 
	 	11.4.	 	Termination for Breach. Caterpillar may terminate this Agreement if (i) either
(a) during the first 5 years following the Effective Date, JLG breaches Section 2.1, 2.3,
2.4, 2.5, 2.8, 4.4 (only if the breach is repetitive), 6.1, 6.6, 7.1, 8.1, 9.1, 9.2, 10.2,
12.2 or 14.2, or (b) after the fifth anniversary of the Effective Date, JLG breaches any
material provision of this Agreement, and (ii) after written notice from Caterpillar, JLG
fails to remedy such breach within 90 days after receipt of such notice; provided, however,
that there shall be no cure period if such breach is not capable of being cured. JLG may
terminate this Agreement if (i) either (a) during the first 5 years following the Effective
Date, Caterpillar breaches Section 5.1, 5.3, 6.1 (but only with respect to a breach related
to North America, Europe, Australia or Japan), 7.1, 7.2, 7.6, 8.1, 10.1, 12.1 or 14.2, or
(b) after the fifth anniversary of the Effective Date, Caterpillar breaches any material
provision of this Agreement, and (ii) after written notice from JLG, Caterpillar fails to
remedy such breach within 90 days after receipt of such notice; provided, however, that
there shall be no cure period if such breach is not capable of being cured.
	 
	 	11.5.	 	Termination for Insolvency. This Agreement shall be subject to immediate
termination by a Party, without notice, if the other Party (in this case being Caterpillar
Inc. or JLG Industries, Inc. rather than one of their Affiliates) files a petition in
bankruptcy for liquidation or reorganization, makes an assignment for the benefit of
creditors, consents to the appointment of a receiver, trustee or other custodian for all or
a substantial part of its property, is adjudicated bankrupt, fails to cause to be vacated,
set aside or stayed within 30 days any court order appointing a receiver, trustee or other
custodian for all or a substantial part of its property or ordering relief against it in any
involuntary case of bankruptcy, or admits in writing its inability to pay its debts as they
mature.




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	 	11.6.	 	Termination due to Certain Changes in JLG Ownership.






	 	11.6.1.	 	If, at any time after the 24th month following the EAME Transition Date, a company
listed on Exhibit F or any of its Affiliates (collectively, the “Listed Competitors”)
owns, directly or indirectly, an ownership interest of 15% or more in JLG Industries,
Inc., any successor or assign of JLG Industries, Inc., any publicly traded Affiliate of
JLG Industries, Inc., or any combination of the foregoing JLG entities, JLG shall provide
prompt written notice thereof to Caterpillar. If Caterpillar has reservations concerning
such ownership interest, Caterpillar shall provide written notice to JLG no later than 60
days following its receipt of the aforesaid notice from JLG or, in absence of such notice
from JLG, anytime after Caterpillar learns of such ownership interest. Following the
giving of any such notice by Caterpillar, the Parties shall meet to discuss such
reservations for a period of 90 days following such notice by Caterpillar. If
Caterpillar’s reservations concerning such ownership interest are not satisfied to
Caterpillar’s satisfaction, in its sole judgment, then Caterpillar shall have the right
to terminate this Agreement at the end of such 90 day period by providing written notice
to JLG. If Caterpillar terminates this Agreement pursuant to this Section 11.6 during
the 5 year period following the EAME Transition Date, Caterpillar shall pay to JLG the
applicable termination fee set forth on Exhibit F. If Caterpillar terminates this
Agreement pursuant to this Section 11.6 at anytime after the 5 year period following the
EAME Transition Date, Caterpillar shall not owe JLG any termination fee.
	 
	 	11.6.2.	 	If, due to a new entrant or other change in the industries served by Caterpillar,
Caterpillar believes that an additional manufacturer qualifies as an Additional Listed
Manufacturer and should be added to the Listed Competitors set forth on Exhibit F,
Caterpillar shall provide written notice to JLG. If the Parties cannot agree on whether
such manufacturer qualifies as an Additional Listed Manufacturer, the matter shall be
submitted to dispute resolution pursuant to Section 10.3.






	 	11.7.	 	Effect of Expiration and Certain Terminations. If Caterpillar terminates this
Agreement pursuant to Section 11.4, 11.5, or 11.6, JLG shall, for a period of 2 years
commencing on the date of such termination, pay Caterpillar the Alliance Fee for any JLG
Branded Telehandlers it sells to any Caterpillar Dealers. JLG shall continue to sell,
during such 2 year period, those service parts permitted under this Agreement that are
necessary to support the then existing Caterpillar Branded Telehandler and JLG Supplied
Telehandler field population. If this Agreement is terminated under Section 11.3, 11.4, or
11.5, JLG shall retain its rights under Sections 6.1 and 7.1 solely with respect to any
inventory of Caterpillar Branded Telehandlers existing at the time of termination.
	 
	 	11.8.	 	Survival. The provisions set forth in Sections 2.2.3, 2.6, 6.3, 7.5, 8.1, 8.3,
8.4, 9 (only with respect to Alliance Fees earned prior to termination), 11.7, 12.1, 12.2,
12.3, 12.4 and 14 shall survive the termination or expiration of this Agreement to the
extent required for their full observance and performance.




23









 






	 	11.9.	 	Remedies in Addition to Termination. The rights of termination provided in this
Section 11 are in addition to, and not in lieu of, any other right or remedy a Party may
have under this Agreement, including the right to seek any available legal or equitable
remedies without terminating this Agreement.





12. Indemnification; Insurance





	 	12.1.	 	Caterpillar Indemnity. Caterpillar hereby agrees to defend, indemnify and hold
harmless JLG and its directors, officers, employees, successors, and assigns (collectively,
the “JLG Indemnitees"), with respect to any and all liabilities, claims, causes of action,
assessments, damages, losses, fines, penalties and expenses (including reasonable
attorneys’, professional, and expert witness fees and expenses) (collectively, “Losses")
sustained or incurred by any JLG Indemnitee resulting from, arising out of, or related to
(i) the design (for the avoidance of doubt, only for B Series Telehandlers and Compact
Telehandlers manufactured by Caterpillar), manufacture, supply, distribution, sale,
advertisement, or marketing of B Series Telehandlers and Compact Telehandlers by
Caterpillar, (ii) subject to Section 12.4, the Common Intellectual Property or the
Caterpillar Marks as used by JLG in accordance with the terms of this Agreement infringing
the intellectual property rights of a third party, or (iii) Caterpillar’s sublicense of the
intellectual property licensed to Caterpillar by JLG pursuant to Section 8.3.
Notwithstanding the foregoing, Caterpillar shall have no liability or obligation whatsoever
to JLG with respect to (a) any infringement to the extent that such infringement is due to
a modification or improvement to the Common Intellectual Property by or on behalf of JLG,
(b) any use of the Common Intellectual Property in a manner other than the use intended
under this Agreement, or (c) any infringement claim (1) on a pro rata basis, to the extent
it does not result entirely from the Common Intellectual Property, or (2) relating to
Common Intellectual Property not utilized by Caterpillar in the production of B Series
Telehandlers or Compact Telehandlers.
	 
	 	12.2.	 	JLG Indemnity. JLG hereby agrees to defend, indemnify and hold harmless
Caterpillar and its directors, officers, employees, successors, and assigns (collectively,
the “Caterpillar Indemnitees"), with respect to any and all Losses sustained or incurred by
any Caterpillar Indemnitee resulting from, arising out of, or related to (i) the design,
manufacture, supply, distribution, sale, advertisement, or marketing by or on behalf of JLG
(except if done by Caterpillar) of the Caterpillar Branded Telehandlers, the JLG Supplied
Telehandlers, the JLG Common Platform, and, to the extent incorporating the Common
Intellectual Property, JLG’s current telehandler product line, except to the extent such
Loss is the result of a design acquired from Caterpillar in the Transferred Intellectual
Property or licensed by Caterpillar in the Common Intellectual Property and such design was
unchanged by JLG, and (ii) the use by JLG of the Marks and/or the Common Intellectual
Property not in accordance with this Agreement, or (iii) JLG’s sublicense of the Common
Intellectual Property pursuant to Section 7.4.
	 
	 	12.3.	 	Indemnification Procedure. The indemnified Party will give prompt notice to the
indemnifying Party of any Loss for which the indemnifying Party may have an




24









 






	 	 	 	indemnity
obligation under this Section 12, but the failure to so notify will not reduce the indemnity
obligations hereunder except to the extent that the indemnifying Party is actually
prejudiced thereby. The Parties shall cooperate in good faith with each other in the
defense of any Losses. The indemnified Party shall have the right to participate, at its
expense, in the defense of any Losses.
	 
	 	12.4.	 	Remedy for Intellectual Property Infringement. With respect to an intellectual
property infringement indemnification obligation of Caterpillar under Section 12.1(ii), the
indemnifying Party may, in its sole discretion, settle any such claim on a basis requiring
the indemnifying Party to substitute, at the cost of the indemnifying Party, for the
infringing intellectual property (excluding third party intellectual property) (“Infringing
Intellectual Property”) alternative, substantially equivalent non-infringing intellectual
property. In the event that any preliminary injunction, temporary restraining order, or
final injunction shall be obtained, the indemnifying Party shall promptly, at its sole
option, either (i) obtain the right for continued use of the Infringing Intellectual
Property, (ii) modify the Infringing Intellectual Property to avoid such infringement while
obtaining substantially equivalent functionality, (iii) substitute for the Infringing
Intellectual Property alternative, substantially equivalent intellectual property, or (iv)
indemnify the other Party for its Losses pursuant to Section 12.1.
	 
	 	12.5.	 	Insurance. Each Party, at its expense, shall maintain during the entire Term
and for a period of no less than 10 years thereafter, a program for product liability
including a self-insurance element and a product liability insurance element, with a minimum
combined single limit of liability of $25,000,000 for bodily injury, death and property
damage. Such insurance shall (i) be primary coverage to any similar coverage carried by the
other Party, (ii) provide the other Party with additional insured status (the certificate
must state “[Caterpillar Inc. and its Affiliates][JLG Industries Inc. and its Affiliates]
are additional insureds on and subject to the terms of this Agreement and any modification
or amendment to this additional insured status is prohibited without the prior written
consent of [Caterpillar Inc.][JLG Industries Inc.]”, and (iii) provide at least 30 days
prior written notice of any suspension, cancellation, non-renewal, or reduction in coverage
to the other Party. Promptly following execution of this Agreement, each Party shall
provide the other Party with a certificate of insurance evidencing such insurance coverage.





13. Disclaimer of Warranties



THE WARRANTIES OF EACH PARTY CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ANY OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY
EXCLUDED AND DISCLAIMED.




14. Confidentiality





	 	14.1.	 	Definitions. “Confidential Information” means information heretofore or
hereafter disclosed by the Disclosing Party to the Receiving Party (i) in a written or other
tangible




25









 






	 	 	 	form that is marked confidential, proprietary or words to that effect, or (ii) if
disclosed orally or in another intangible form, is identified as being confidential (A) at
the time of disclosure and (B) in a written notice to the receiving party within 30 days of
its disclosure. In addition, all Common Intellectual Property (other than patents and
published patent applications), information related to Caterpillar products’ electronic
communications, and information related to Caterpillar’s design, development and analysis
tools is deemed Confidential Information. Notwithstanding the foregoing, Confidential
Information does not include information that is (i) at the time of its disclosure, or
thereafter becomes, part of the public domain through no act or fault of the Receiving
Party, (ii) known to the Receiving Party at the time of its disclosure by the Disclosing
Party, (iii) independently developed by the Receiving Party without reference to the
information disclosed, or (iv) rightfully disclosed to the Receiving Party by a third party
not subject to an obligation of confidentiality with respect to the information disclosed.
For purposes of this Agreement, “Disclosing Party” and “Receiving Party” mean, as the case
may be, JLG or Caterpillar.
	 
	 	14.2.	 	Obligations. The Receiving Party shall (i) accord Confidential Information
received by it from the Disclosing Party with the same degree of confidential treatment that
it accords its similar proprietary and confidential business and technical information,
which shall not be less than the care a reasonable business person would exercise under
similar circumstances, (ii) use such Confidential Information only in connection with the
Alliance or other permissible matters described in this Agreement, (iii) not disclose any of
such Confidential Information to any person other than its directors, officers, employees,
and representatives (collectively “Representatives”) who have a need to know in connection
with the Alliance or other permissible matters described in this Agreement, and (iv) at the
Disclosing Party’s option and expense, return such Confidential Information to the
Disclosing Party or destroy the same as soon as practicable following (x) a request from
time to time by the Disclosing Party if the Confidential Information is no longer needed by
the Receiving Party in connection with the Alliance or other permissible matters described
in this Agreement, or (y) the termination or expiration of this Agreement, except that the
Receiving Party may retain but must keep confidential (except as provided in Section 14.4)
Confidential Information of the Disclosing Party that is necessary in connection with the
enforcement of the Receiving Party’s rights under this Agreement.
	 
	 	14.3.	 	Representatives. The Receiving Party shall (i) notify its Representatives of
the terms of this Section 14 prior to disclosing Confidential Information of the Disclosing
Party to them and shall instruct such Representatives to abide by it, and (ii) be
responsible to the Disclosing Party for any disclosure or use of the Disclosing Party’s
Confidential Information by such Representatives contrary to the terms of this Section 14.
	 
	 	14.4.	 	Exceptions. Notwithstanding any other provision of this Section 14, the
Receiving Party may disclose Confidential Information of the Disclosing Party, without
liability for such disclosure, to the extent that such disclosure is (i) required to be made
pursuant to applicable law, government authority, duly authorized subpoena, or court order,
in which case the Receiving Party will provide prompt notice to the Disclosing Party and




26









 






	 	 	 	endeavor to give the Disclosing Party an opportunity to respond prior to such disclosure,
(ii) required to be made to a court or other tribunal in connection with the enforcement of
the Receiving Party’s rights under this Agreement, or (iii) approved by the prior consent of
the Disclosing Party.
	 
	 	14.5.	 	No Public Announcements. No Party shall issue any press release or make any
public announcement relating to the subject matter of this Agreement without the prior
written approval of the other Party; provided, however, that either Party may make any
public disclosure it believes in good faith is required by applicable law or any listing or
trading agreement concerning its publicly traded securities, in which case the disclosing
Party will use its reasonable efforts to advise the other Party prior to making the
disclosure.





15. Miscellaneous Provisions





	 	15.1.	 	Relationship of the Parties. In connection with the Alliance, each Party is an
independent contractor and, as such, has no authority to negotiate for, bind, or obligate
the other Party in any way without the prior written consent of the other Party. Nothing
contained in this Agreement shall be deemed to create an agency, joint venture, partnership,
or fiduciary relationship between the Parties.
	 
	 	15.2.	 	Costs and Expenses. Except as otherwise specifically provided in this
Agreement, each Party shall be responsible for and bear all of its own costs and expenses in
connection with the Alliance.
	 
	 	15.3.	 	Equitable Relief; Cumulative Remedies. The Parties acknowledge that monetary
damages may not be adequate to protect a Party from breach of this Agreement by the other
Party and accordingly acknowledge that each Party shall be entitled, in addition to any
other remedies it may have, to injunctive and other equitable relief to enforce its rights
hereunder. The remedies provided in this Agreement shall be cumulative and shall not
preclude the assertion or exercise of any other rights or remedies available under law, in
equity, or otherwise.
	 
	 	15.4.	 	No Third-Party Beneficiaries. Except as may be specifically provided in this
Agreement with respect to Indemnitees, this Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective successors and
permitted assigns.
	 
	 	15.5.	 	Entire Agreement. This Agreement (including the documents referred to herein)
constitutes the entire agreement between the Parties and supersedes any prior
understandings, agreements (including the Confidentiality Agreement between JLG Industries,
Inc. and Caterpillar Inc. dated as of March 29, 2005, as amended, and the
Letter of Intent between JLG Industries, Inc. and Caterpillar Inc. dated as of August 24,
2005), or representations by or between the Parties, written or oral, to the extent they
relate in any way to the subject matter hereof.




27









 






	 	15.6.	 	Commercially Reasonable Efforts; Force Majeure. The obligations of either Party
to manufacture, sell or deliver Caterpillar Brand Telehandlers, parts or components
therefor, or other products, shall be satisfied if such Party uses its commercially
reasonable efforts to perform its obligations under this Agreement. A Party shall be
excused for any failure to perform or delay in the performance of any of its non-monetary
obligations hereunder if it is prevented from so doing by strikes, lockouts, work stoppages,
material shortages, fires, floods, earthquakes, acts of God, trade sanctions, embargoes,
acts of war, conditions caused by national emergency, or any rule, order or regulation of
any governmental body or agency (each, an “Event of Force Majeure”). Any Party affected by
an Event of Force Majeure shall promptly give notice of the Event of Force Majeure to the
other Party and indicate in the notice, as accurately as possible, the effect of the Event
of Force Majeure on the affected Party’s capacity to perform its obligations under this
Agreement and the anticipated duration of the Event of Force Majeure. In the event of an
Event of Force Majeure, the Party unable to fulfill its obligations under this Agreement
when due shall use its commercially reasonable efforts to promptly set up alternative means
of satisfying such obligations to the extent practicable.
	 
	 	15.7.	 	Succession and Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns. No Party
may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other Party; provided, however, that for the
avoidance of doubt, either Caterpillar Inc. or JLG Industries, Inc. may (i) assign any or
all of its rights and interests hereunder to one or more of its Affiliates, and (ii)
designate one or more of its Affiliates to perform its obligations hereunder (in any or all
of which cases Caterpillar Inc. or JLG Industries, Inc., as the case may be, shall
nonetheless remain responsible for the performance of all of its obligations hereunder).
	 
	 	15.8.	 	Additional Actions. The Parties shall execute and deliver any and all
documents, and shall cause any and all other reasonable action to be taken, which may be
necessary or proper to effect or evidence the provisions of this Agreement and the
transactions contemplated hereby.
	 
	 	15.9.	 	Counterparts. This Agreement may be executed in one or more counterparts
(including by means of facsimile), each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
	 
	 	15.10.	 	Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.
	 
	 	15.11.	 	Notices. Any notice or other document to be given hereunder by a Party shall be in
writing and shall be deemed to have been given (i) when received if given in person or by
courier or a courier service, (ii) on the date of transmission if sent by facsimile or
other wire transmission (receipt confirmed), or (iii) 5 business days after being deposited
in the mail, certified or registered, postage prepaid, addressed as follows:




28









 










If to Caterpillar:


Caterpillar Inc.

P.O. Box 999

954 NC 42 East

Clayton, North Carolina 27520

Attn: BCP Director of Worldwide Product Management

Facsimile: (919) 550-1105


with a copy to:


Caterpillar Inc.

100 N.E. Adams St.

Peoria, Illinois 61629-9600

Attn: Associate General Counsel

Facsimile: (309) 675-1795


If to JLG:


JLG Industries, Inc.

13224 Fountainhead Plaza

Hagerstown, Maryland 21742-2678

Attn: Senior Vice President and General Counsel

Facsimile: (240) 313-1807


with a copy to:


Covington & Burling

1201 Pennsylvania Avenue, NW

Washington, DC 20004

Attn: W. Andrew Jack, Esq.

Facsimile: (202) 662-6291




	 	 	or such other address as either Party may from time to time specify by notice to the other
Party. A Party may change the address to which notices and other communications hereunder
are to be delivered by giving the other Party notice in the manner herein set forth.






	 	15.12.	 	Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of Illinois without giving effect to any
choice or conflict of law provision or rule (whether of the State of Illinois or of any other
jurisdiction) that would cause the application of laws of any jurisdiction other than the
State of Illinois.
	 
	 	15.13.	 	Amendments and Waivers. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by Caterpillar Inc. and JLG Industries,
Inc. No waiver by either Party of any provision of this Agreement or any




29









 






	 	 	 	default,
misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
shall be valid unless the same shall be in writing and signed by Caterpillar Inc. or JLG
Industries, Inc. (as applicable) making such waiver, nor shall such waiver be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
	 
	 	15.14.	 	Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other jurisdiction.
	 
	 	15.15.	 	Knowledge. References to “Knowledge” in this Agreement shall mean actual
knowledge, as of the Effective Date, of the senior managers and legal department of the
applicable Party (i.e., the applicable Party has no obligation to conduct an independent
investigation).
	 
	 	15.16.	 	Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any of the provisions of this Agreement. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. Unless the
context requires otherwise, singular includes plural and vice versa and any gender includes
every gender, and where any word or phrase is given a defined meaning, any other grammatical
form of that word or phrase will have a corresponding meaning. The word “including” shall
mean “including without limitation”.
	 
	 	15.17.	 	Incorporation of Exhibits. The Exhibits identified in this Agreement are
incorporated herein by reference and made a part hereof.
	 
	 	15.18.	 	VAT. Any sum payable by any party pursuant to this Agreement is stated exclusive
of value added tax (“VAT”). If any VAT is payable by a party making a supply in accordance
with this Agreement, then subject to the delivery of a VAT invoice in the prescribed form and
correctly issued by the party making the supply, an additional amount equal to such VAT
liability shall be payable by the party receiving such supply. Such additional amount shall
be payable by the party receiving the supply within 14 days of delivery of such invoice





IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.




	 	 	 	 	 	 	 	 	 
	JLG Industries, Inc. (JLG)	 	Caterpillar Inc. (Caterpillar)	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 
	 	 	 	 	 	 





30









 






	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:
	 Klaus O. Ukens	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:
	Attorney-in-Fact	 	 
	 

	 	 	 	 	 	 	 	 





31









 






EXHIBIT A




CATERPILLAR BRANDED TELEHANDLER MODELS




European Line of Caterpillar Branded Telehandlers:



Caterpillar TH220B

Caterpillar TH330B

Caterpillar TH360B

Caterpillar TH560B

Caterpillar TH580B

Effective March 1, 2007, a compact telehandler (size 2m wide / 2m high) equivalent to

Caterpillar TH210 / TH215, with features to support agriculture applications




North American Line of Caterpillar Branded Telehandlers:



JLG G6-42A equivalent to Caterpillar TH360B

JLG G9-43A equivalent to Caterpillar TH460B

JLG G10-55A equivalent to Caterpillar TH560B

JLG G12-55A equivalent to Caterpillar TH580B

Caterpillar TH220B

Caterpillar TH330B

Effective March 1, 2007, a compact telehandler (size 2m wide / 2m high) equivalent to
Caterpillar TH210 / TH215, with features to support agriculture applications




Africa and Middle East Line of Caterpillar Branded Telehandlers:




     Combination of Europe and North American Lines of Caterpillar Branded Telehandlers



Australia and New Zealand Line of Caterpillar Branded Telehandlers:




     Same as European line of Caterpillar Branded Telehandlers



Line of Caterpillar Branded Telehandlers for Areas Not Listed above:




     Same as North American Line of Caterpillar Branded Telehandlers



32









 





All Territories:





	 	 	In addition, JLG with the support of the Alliance team shall study the possible introduction
not later than 2008 of a Caterpillar Branded Telehandler with a rotating upper frame, with a
market review, the results of the study, and a recommendation to be available by December
30, 2006. If the recommendation is to not proceed at that time, the study will be updated
and reviewed by December 30, 2007.
	 
	 	 	Subject to Caterpillar’s review and approval pursuant to Sections 6.6 through 6.9, the
Parties agree that JLG will modify (including by way of deletion) the specific models and
scope of models within each line, as well as add models, over the course of the Term in
response to changes in market conditions, customer preferences or requirements, changes in
technology, legal requirements, product safety issues, and/or other factors that bear on
JLG’s ability to profitably meet anticipated market demand; provided always that JLG is
offering a full range of telehandlers to the Caterpillar Dealers to meet anticipated market
demand of the Caterpillar Dealers as a group.





European Competitive Price



In connection with its obligations under Section 2.3 of this Agreement, JLG agrees that from the
EAME Transition Date until [ ], JLG shall sell its European line of Caterpillar Branded
Telehandlers at a price [ ] attached as Exhibit I to this Agreement (“Caterpillar January 2005
Prices”), and from [ ] until the [ ] of the EAME Transition Date, at a price [ ];
provided, however, that if (i) [ ] on all of its telehandler products (or for any particular
model) by [ ] or more [ ] its January 2006 price levels (on a net, net basis), JLG can [ ] on its
telehandler products (or the comparable model, as applicable) by the same amount; (ii) [ ] on all
of its telehandler products (or for any particular model) by [ ] or more [ ] its January 2006
price levels (on a net, net basis), JLG can [ ] on its telehandler products (or the comparable
model, as applicable) by the same amount; or (iii) [ ] on all of its telehandler products (or for
any particular model) by [ ] or more [ ] its January 2006 price levels (on a net, net basis), JLG
can [ ] on its telehandler products (or the comparable model, as applicable) by the same amount.



North America Competitive Price



In connection with its obligations under Section 2.4 of this Agreement, JLG agrees that for
the [ ] following the ROW Transition Date, JLG shall sell its North American line of Caterpillar
Branded Telehandlers at the following prices: (a) for the [ ] lines, at the Caterpillar January
2005 list prices [ ]; and (b) for all other North American lines of Caterpillar Branded
Telehandlers, at the JLG July 2005 list prices [ ], provided, however, that, from January 1, 2006
to November 1, 2006, if [ ] for a North American model of JLG brand telehandler, JLG can [ ] on the
comparable North American model of Caterpillar Branded Telehandler to Caterpillar Dealers by [ ]
total price [ ] of [ ].





33









 








EXHIBIT B




CATERPILLAR STANDARD WARRANTY



Effective with sales to the first user on or after January 1, 2005




CATERPILLAR
WARRANTY



Earthmoving, Construction, Material Handling Machines, and Paving Product Machines
For Selected Models Designated by Caterpillar With 12 Month/1500 Hour Warranty



(USA & Canada)



Caterpillar warrants the following products sold by it and operating within the geographic area
serviced by authorized USA and Canadian dealers to be free from defects in material and
workmanship.



(In other areas different warranties may apply. Copies of applicable warranties may be obtained by
writing to Caterpillar Inc., 100 N.E. Adams St., Peoria, IL USA 61629.)





	 	•	 	New earthmoving, construction, material handling machines, and paving product machines designated by
Caterpillar as having a 12 month/1500 hour warranty. See your Caterpillar dealer for a complete listing of
covered models.
	 
	 	•	 	New engines used as replacements in such Caterpillar product.
	 
	 	•	 	Attachments installed on such machines prior to delivery (unless covered by the Caterpillar Work Tool warranty
statement or another manufacturer’s warranty).




An additional warranty against breakage is applicable to certain Caterpillar brand Ground Engaging
Tools. Refer to the applicable warranty statement for coverage detail.



This warranty does not apply to Caterpillar brand batteries or Caterpillar Work Tools which are
covered by other Caterpillar warranties.



This warranty is subject to the following:



Warranty Period



For new machines and attachments, the warranty period is 12 months or 1500 operating hours,
whichever occurs first, starting from date of delivery to the first user.



For new replacement engines, the warranty period is 6 months, starting from date of delivery to the
first user.



Caterpillar Responsibilities




If a defect in material or workmanship is found during the warranty period, Caterpillar will,
during normal working hours and at a place of business of a Caterpillar dealer or other source
approved by Caterpillar:





	 	•	 	Provide (at Caterpillar’s choice) new, Remanufactured, or Caterpillar-approved
repaired parts or assembled components needed to correct the defect.





Note: Items replaced under this warranty become the property of Caterpillar.





	 	•	 	Replace lubricating oil, filters, antifreeze, and other service items made unusable by the defect.
	 
	 	•	 	Provide reasonable and customary labor needed to correct the defect, except in the case of a new replacement
engine originally installed by other than a Caterpillar dealer or source approved by Caterpillar. In this case,
labor is limited to repair only, and removal and installation is the user’s responsibility.





User Responsibilities



The user is responsible for:





	 	•	 	Providing proof of the delivery date to the first user.
	 
	 	•	 	The costs associated with transporting the product.
	 
	 	•	 	Labor costs, except as stated under “Caterpillar Responsibilities”.
	 
	 	•	 	Local taxes, if applicable.
	 
	 	•	 	Parts shipping charges in excess of those which are usual and customary.





34









 





	 	•	 	Costs to investigate complaints, unless the problem is caused by a defect in Caterpillar material or workmanship.
	 
	 	•	 	Giving timely notice of a warrantable failure and promptly making the product available for repair.
	 
	 	•	 	Performance of the required maintenance (including use of proper fuel, oil lubricants and coolant) and
    replacement of items due to normal wear and tear.
	 
	 	•	 	Allowing Caterpillar access to all electronically stored data.





Limitations



Caterpillar is not responsible for failures resulting from:




	 	•	 	Any use or installation which Caterpillar judges improper.
	 
	 	•	 	Attachments, accessory items and parts not sold or approved by Caterpillar.
	 
	 	•	 	Abuse, neglect and/or improper repair.
	 
	 	•	 	User’s delay in making the product available after being notified of a potential product problem.
	 
	 	•	 	Unauthorized repair or adjustments, and unauthorized fuel setting changes.




NEITHER THE FOREGOING EXPRESS WARRANTY NOR ANY OTHER WARRANTY BY CATERPILLAR, EXPRESS OR IMPLIED,
IS APPLICABLE TO ANY ITEM CATERPILLAR SELLS WHICH IS WARRANTED DIRECTLY TO THE USER BY ITS
MANUFACTURER.




THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT CATERPILLAR
EMISSION-RELATED COMPONENTS WARRANTIES FOR NEW ENGINES, WHERE APPLICABLE. REMEDIES UNDER THIS
WARRANTY ARE LIMITED TO THE PROVISION OF MATERIAL AND SERVICES, AS SPECIFIED HEREIN. CATERPILLAR
IS NOT RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.




As used in this warranty, the term “Caterpillar” means Caterpillar Inc., or one of its subsidiaries, except Caterpillar S.A.R.L., Caterpillar France S.A., Caterpillar (U.K.) Limited, or Caterpillar Belgium S.A., whichever last sold the product involved.







35









 








EXHIBIT C




CATERPILLAR MARKS




	 	 	 
	CAT

	 	                       
  CATERPILLAR






	 	 	 
	

	 	






SECONDARY MARKS



B Series telehandler models numbers: TH220B, TH330B, TH340B, TH350B, TH360B, TH460B, TH560B AND
TH580B.



Caterpillar’s then current, and as may be modified from time to time, product trade dress, which
presently consists of Caterpillar yellow color, black fields, red striping, and white sans serif
font for product nomenclature, as depicted on the B Series telehandlers and Compact telehandlers on
www.cat.com on the date of this Agreement.





36









 










EXHIBIT D




COMMON INTELLECTUAL PROPERTY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Country	 	Case	 	Filing	 	 	 	 	 	 	 	Appln	 	Patent	 	Grant	 	 
	Docket	 	Name	 	Type	 	Type	 	Status	 	ApplnNo	 	Date	 	Number	 	Date	 	Title
	 
	01-741

	 	France
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	0351063	 	 	16/12/2003
	 	 	 	 	 	 	 	METHOD FOR CONTROLLING A RAISE/EXTEND

FUNCTION OF A WORK MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-741

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	10/323858	 	 	18/12/2002
	 	 	6802687	 	 	12/10/2004
	 	METHOD FOR CONTROLLING A RAISE/EXTEND
 FUNCTION OF A WORK MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04-524

	 	Germany
	 	Utl — Utility Model
	 	Nat — National
	 	Filed
	 	 	202004017743.9	 	 	16/11/2004
	 	 	 	 	 	 	 	RIDE CONTROL CIRCUIT FOR A WORK MACHINE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04-524

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	0422372.3	 	 	08/10/2004
	 	 	 	 	 	 	 	RIDE CONTROL CIRCUIT FOR A WORK MACHINE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	France
	 	Reg — Regular
	 	Epc — European
 Patent Case
	 	Granted
	 	 	93305075.9	 	 	29/06/1993
	 	EP0577388
	 	21/01/1998
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Germany
	 	Reg — Regular
	 	Epc — European
 Patent Case
	 	Granted
	 	 	93305075.9	 	 	29/06/1993
	 	 	69316465.4-08	 	 	21/01/1998
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9522194.1	 	 	30/06/1992
	 	 	2292930	 	 	02/10/1996
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9522195.8	 	 	30/06/1992
	 	 	2292931	 	 	02/10/1996
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9522196.3	 	 	30/06/1992
	 	 	2292932	 	 	02/10/1996
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Great Britain
	 	Reg — Regular
	 	Epc — European
 Patent Case
	 	Granted
	 	 	93305075.9	 	 	29/06/1993
	 	EP0577388
	 	21/01/1998
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	8/766202	 	 	12/12/1996
	 	 	5727921	 	 	17/03/1998
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994
 (THIS IS A CONTINUA






37









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Country	 	Case	 	Filing	 	 	 	 	 	 	 	Appln	 	Patent	 	Grant	 	 
	Docket	 	Name	 	Type	 	Type	 	Status	 	ApplnNo	 	Date	 	Number	 	Date	 	Title
	 
	94-239

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	8/537070	 	 	29/09/1995
	 	 	5618156	 	 	08/04/1997
	 	MATERIAL HANDLING MACHINE CAT PURCHASED
 FROM D.J.\nINDUSTRIES LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	France
	 	Reg — Regular
	 	P/E — PCT/EPC
 romApplication
	 	Granted
	 	 	93902401.4	 	 	18/01/1993
	 	EP0620791
	 	14/05/1997
	 	VEHICLE WITH FRONT AND REAR STEERING CAT
PURCHASED\nFROM D.J. INDUSTRIES LTD, GBRI
 IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Germany
	 	Reg — Regular
	 	P/E — PCT/EPC
 Application
	 	Granted
	 	 	93902401.4	 	 	18/01/1993
	 	 	69310713.8-08	 	 	14/05/1997
	 	VEHICLE WITH FRONT AND REAR STEERING CAT
PURCHASED\nFROM D.J. INDUSTRIES LTD, GBRI
 IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Great Britain
	 	Reg — Regular
	 	P/E — PCT/EPC
 Application
	 	Granted
	 	 	93902401.4	 	 	18/01/1993
	 	EP0620791
	 	14/05/1997
	 	VEHICLE WITH FRONT AND REAR STEERING CAT
PURCHASED\nFROM D.J. INDUSTRIES LTD, GBRI
 IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	United States
	 	Reg — Regular
	 	Pct — Patent
 Cooperation Treat
	 	Granted
	 	 	8/256614	 	 	18/01/1993
	 	 	5533584	 	 	09/07/1996
	 	VEHICLE WITH FRONT AND REAR STEERING CAT
PURCHASED\nFROM D.J. INDUSTRIES LTD, GBRI
 IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	97-476

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/204879	 	 	19/02/2001
	 	 	6308795	 	 	30/10/2001
	 	RADIATOR MOUNTING ARRANGEMENT FOR A WORK
 MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-556

	 	Germany
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	19951498.4	 	 	26/10/1999
	 	 	 	 	 	 	 	QUICK COUPLER CONTROL SYSTEM “REGULAR
APPLICATION FILED 1/12/99"\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-556

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/249652	 	 	12/02/1999
	 	 	6260357	 	 	17/07/2001
	 	 QUICK COUPLER CONTROL SYSTEM\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-723

	 	United States
	 	Dsn — Design
	 	Nat — National
	 	Granted
	 	 	29/132233	 	 	06/11/2000
	 	 	D444149	 	 	26/06/2001
	 	 JOY STICK\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-723

	 	United States
	 	Dsn — Design
	 	Nat — National
	 	Granted
	 	 	29/105483	 	 	26/05/1999
	 	 	D444468	 	 	03/07/2001
	 	 JOYSTICK\n
	 
	98-782

	 	Germany
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	10012431.3	 	 	15/03/2000
	 	 	 	 	 	 	 	APPARATUS AND METHOD FOR PROVIDING
COORDINATED CONTROL OF A WORK IMPLEMENT\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-782

	 	Japan
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	2000-093281	 	 	30/03/2000
	 	 	 	 	 	 	 	APPARATUS AND METHOD FOR PROVIDING
COORDINATED CONTROL OF A WORK IMPLEMENT\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-782

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/282986	 	 	31/03/1999
	 	 	6374153	 	 	16/04/2002
	 	APPARATUS AND METHOD FOR PROVIDING
 COORDINATED CONTROL OF A WORK IMPLEMENT\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-784

	 	France
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	00/13330	 	 	18/10/2000
	 	 	 	 	 	 	 	METHOD AND SYSTEM FOR CONTROLLING FLUID
FLOW IN AN ELECTROHYDRAULIC SYSTEM\nHAVING
MULTIPLE HYDRAULI






38









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Country	 	Case	 	Filing	 	 	 	 	 	 	 	Appln	 	Patent	 	Grant	 	 
	Docket	 	Name	 	Type	 	Type	 	Status	 	ApplnNo	 	Date	 	Number	 	Date	 	Title
	 
	98-784

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	0024353.5	 	 	05/10/2000
	 	 	2356429	 	 	21/01/2004
	 	METHOD AND SYSTEM FOR CONTROLLING FLUID
FLOW IN AN ELECTROHYDRAULIC SYSTEM\nHAVING
 MULTIPLE HYDRAULI
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	98-784

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/421185	 	 	19/10/1999
	 	 	6282891	 	 	04/09/2001
	 	METHOD AND SYSTEM FOR CONTROLLING FLUID
FLOW IN AN ELECTROHYDRAULIC SYSTEM\nHAVING
 MULTIPLE HYDRAULI
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-137

	 	France
	 	Reg — Regular
	 	 Nat — National
	 	Filed
	 	 	00/15616	 	 	01/12/2000
	 	 	 	 	 	 	 	A BOOM EXTENSION AND BOOM ANGLE CONTROL FOR
A MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-137

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	0029297.9	 	 	01/12/2000
	 	 	2357750	 	 	19/11/2003
	 	A BOOM EXTENSION AND BOOM ANGLE CONTROL FOR
 A MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-137

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/453243	 	 	02/12/1999
	 	 	6434437	 	 	13/08/2002
	 	A BOOM EXTENSION AND BOOM ANGLE CONTROL FOR
 A MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-138

	 	Great Britain
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	0028394.5	 	 	22/11/2000
	 	 	2357749	 	 	13/08/2003
	 	AN ANGULAR VELOCITY CONTROL AND ASSOCIATED
 METHOD FOR A BOOM OF A MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-138

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/459160	 	 	10/12/1999
	 	 	6473679	 	 	29/10/2002
	 	ANGULAR VELOCITY CONTROL AND ASSOCIATED
 METHOD FOR A BOOM OF A MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-195

	 	United States
	 	Reg — Regular
	 	 Nat — National
	 	Granted
	 	 	9/535355	 	 	24/03/2000
	 	 	6425729	 	 	30/07/2002
	 	 ARRANGEMENT FOR CONTROLLING A WORK MACHINE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	86-220

	 	France
	 	Dsn — Design
	 	Nat — National
	 	Granted
	 	 	885767	 	 	16/09/1988
	 	 	267012	 	 	06/11/1989
	 	 TELESCOPIC MATERIAL HANDLING VEHICLE\n





The following patents/patent applications are inactive. However the inventions are non-exclusively
related to the B Series Telehandlers, and information directly associated with these inventions may
be provided.





39









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Country	 	 	 	 	 	 	 	 	 	 	 	Appln	 	Patent	 	Grant	 	 
	Docket	 	Name	 	Case Type	 	Filing Type	 	Status	 	ApplnNo	 	Date	 	Number	 	Date	 	Title
	 
	00-630

	 	United States
	 	Def — Defensive
Publication
	 	Nat — National
	 	Inactive
	 	 	N/A	 	 	21/02/2001
	 	 	 	 	 	 	 	ENGINE FRAME MOUNTING\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	00-710

	 	EPC
	 	Reg — Regular
	 	Epc — European
Patent Case
	 	Inactive
	 	 	02008485.1	 	 	15/04/2002
	 	 	 	 	 	 	 	CENTER PIVOT
STABILIZER APPARATUS\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	00-710

	 	United States
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	9/894552	 	 	28/06/2001
	 	 	 	 	 	 	 	CENTER PIVOT
STABILIZER APPARATUS\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-280

	 	France
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	0351062	 	 	16/12/2003
	 	 	 	 	 	 	 	METHOD FOR CONTROLLING

A RAISE/EXTEND
FUNCTION OF A WORK
MACHINE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-280

	 	United States
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	10/323621	 	 	18/12/2002
	 	 	 	 	 	 	 	METHOD FOR CONTROLLING
A RAISE/EXTEND
FUNCTION OF A WORK
MACHINE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-704

	 	United States
	 	Def — Defensive
Publication
	 	Nat — National
	 	Inactive
	 	 	N/A	 	 	30/05/2002
	 	 	 	 	 	 	 	INTERNAL BOOM WEAR PAD
WEAR INDICATOR\n*FILE
01-705 WAS DEFERRED
AND COMBINED WITH THIS
FILE\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	EPC
	 	Reg — Regular
	 	Epc — European
Patent Case
	 	Inactive
	 	 	93305075.9	 	 	29/06/1993
	 	EP0577388
	 	21/01/1998
	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Great Britain
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	9522193.3	 	 	30/10/1995
	 	 	 	 	 	 	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Great Britain
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	9213894.0	 	 	30/06/1992
	 	 	2268155	 	 	02/10/1996
	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Italy
	 	Reg — Regular
	 	Epc — European
Patent Case
	 	Inactive
	 	 	93305075.9	 	 	29/06/1993
	 	EP0577388
	 	21/01/1998
	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Spain
	 	Reg — Regular
	 	Epc — European
Patent Case
	 	Inactive
	 	 	93305075.9	 	 	29/06/1993
	 	 	2111131	 	 	21/01/1998
	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-239

	 	Sweden
	 	Reg — Regular
	 	Epc — European
Patent Case
	 	Inactive
	 	 	93305075.9	 	 	29/06/1993
	 	EP0577388
	 	21/01/1998
	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n






40









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Country	 	 	 	 	 	 	 	 	 	 	 	Appln	 	Patent	 	Grant	 	 
	Docket	 	Name	 	Case Type	 	Filing Type	 	Status	 	ApplnNo	 	Date	 	Number	 	Date	 	Title
	 
	94-239

	 	United States
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	8/085012	 	 	29/06/1993
	 	 	 	 	 	 	 	MATERIAL HANDLING
MACHINE CAT PURCHASED
FROM D.J.\nINDUSTRIES
LTD., GBRI IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Belgium
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	EPO620791
	 	14/05/1997
	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Denmark
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	 	 	 	 	 	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	EPC
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	EP0620791
	 	14/05/1997
	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Great Britain
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	9200966.1	 	 	17/01/1992
	 	 	2263451	 	 	17/05/1995
	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Ireland
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	 	E73945	 	 	14/05/1997
	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Italy
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	 	 	 	 	 	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Netherland
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	 	 	 	 	 	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	PCT
	 	Reg — Regular
	 	Pct — Patent
Cooperation Treat
	 	Inactive
	 	 	93/00101	 	 	18/01/1993
	 	 	 	 	 	 	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	94-240

	 	Sweden
	 	Reg — Regular
	 	P/E — PCT/EPC
Application
	 	Inactive
	 	 	93902401.4	 	 	18/01/1993
	 	EP0620791
	 	14/05/1997
	 	VEHICLE WITH FRONT AND
REAR STEERING CAT
PURCHASED\nFROM D.J.
INDUSTRIES LTD, GBRI
IN 1994\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	97-783

	 	United States
	 	Def — Defensive
Publication
	 	Nat — National
	 	Inactive
	 	 	N/A	 	 	09/12/1999
	 	 	 	 	 	 	 	TELESCOPIC MATERIAL
HANDLER POWERTRAIN
ARRANGEMENT\n
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	99-138

	 	France
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	00/16036	 	 	08/12/2000
	 	 	 	 	 	 	 	ANGULAR VELOCITY
CONTROL AND ASSOCIATED
METHOD FOR A BOOM OF A
MACHINE\n






41









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Country	 	 	 	 	 	 	 	 	 	 	 	Appln	 	Patent	 	Grant	 	 
	Docket	 	Name	 	Case Type	 	Filing Type	 	Status	 	ApplnNo	 	Date	 	Number	 	Date	 	Title
	 
	99-195

	 	Great Britain
	 	Reg — Regular
	 	Nat — National
	 	Inactive
	 	 	0106085.4	 	 	13/03/2001
	 	 	 	 	 	 	 	ARRANGEMENT FOR
CONTROLLING A WORK
MACHINE\n





In addition to the intellectual property listed above, the Common Intellectual Property
includes know-how, trade secrets, drawings, written documentation, and written manufacturing
processes that are non-exclusive to the B Series Telehandlers or Compact Telehandlers but necessary
to manufacture the B Series Telehandlers or Compact Telehandlers, but excluding any and all
intellectual property, including inventions (whether patentable or not), patents, patent
applications, know-how, trade secrets, and copyrights (i) owned by, licensed by, or otherwise
comprising proprietary information of a third party, (ii) pertaining to parts or components sold or
to be sold to JLG by Caterpillar under the Component Supply Agreement, (iii) accessories to the B
Series Telehandlers or Compact Telehandlers, or (iv) any software design, development, or analysis
tools unless expressly identified in this Agreement.



“Restricted Common Intellectual Property” means all Common Intellectual Property related to
hydraulics, electronics or a cab.





42









 








EXHIBIT E




LISTED MANUFACTURERS




[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]

[   ]




Additional Listed Manufacturers



At Caterpillar’s election, a manufacturer may be added to the above list on this Exhibit E or the
list on Exhibit F if such manufacturer produces products which compete directly with Caterpillar
products and such manufacturer has (i) total, worldwide sales in excess of $5,000,000,000 (which
number shall be adjusted for inflation beginning in 2010 using the Producers Price Index published
by the United States Bureau of Labor Statistics (or a successor index)), or (ii) a market share of
20% or more in any single product market (including for the avoidance of doubt the telehandler
product market) in which it is competing with Caterpillar in any of the North American, South
American, European (including Africa and the Middle East), or Asian-Pacific markets (such
manufacturer an “Additional Listed Manufacturer”).





43









 








EXHIBIT F




LISTED COMPETITORS




Listed Competitors:




Volvo

Komatsu

Terex

CNH

Deere

Ingersoll Rand

JCB

Cummins




Termination fee:




	 	 	 	 	 
	25th to 36th month following the EAME Transition Date
	 	$	20,000,000	 
	37th to 48th month following the EAME Transition Date
	 	$	10,000,000	 
	49th to 60th month following the EAME Transition Date
	 	$	5,000,000	 
	60th month and after following the EAME Transition Date
	 	$	0	 






44









 






EXHIBIT G




JLG’S STANDARD WARRANTY



JLG Industries, Inc. (“JLG”) warrants its new products made by it to be free from defects in
material or workmanship for twelve (12) months from the date of initial sale, lease, rental or
other disposition of such products.



JLG warrants its Models 450A and 450AJ Aerial Work Platform Boom Lifts to be free from defects in
material or workmanship for twenty-four (24) months from the date of initial sale, lease, rental or
other disposition of such products.



In addition, JLG further warrants the structural elements of each of the new products made by it,
as defined in its then current warranty policies and procedures, to be free from defects in
material or workmanship for five (5) years from the date of initial sale, lease, rental or other
disposition of such product.



JLG further warrants the powertrain of each of the new telescopic handlers made by it, as defined
in its then current warranty policies and procedures, to be free from defects in material and
workmanship for twenty-four (24) months.



JLG agrees only to repair or replace at its own expense, F.O.B. the place or places of manufacture,
any part or parts of the product found to be defective in material or workmanship, provided JLG is
notified of such defect or defects within the applicable warranty period and given a reasonable
time to correct the defect. In no case shall any warranty extend to defects in materials,
components, or services furnished by third parties. Defects caused by chemical action or the
presence of abrasive materials and defects arising following the operation beyond rated capacity or
the improper use or application of any products shall not be considered defects within the scope of
this warranty. If any repairs or alterations are made or any parts are replaced during the
applicable warranty periods by anyone other than JLG or an entity authorized by JLG in accordance
with authorized JLG service manuals or with parts, accessories, or attachments other than
authorized by JLG for use in its products, customer shall pay for such repairs or parts without
recourse against JLG, and JLG shall be relieved of responsibility for fulfillment of this warranty
with respect to such repairs, alterations, or replacements so made. JLG’s obligations under this
warranty shall at all times be subject to its then current warranty policies and procedures. The
above mentioned warranty shall not apply to replacement or service parts made and sold by JLG.
Routine maintenance, routine maintenance items and minor adjustments are excluded from this
warranty. Certain components such as engines, tires, and batteries, which may be a part of the
product are not manufactured or warranted by JLG. Any applicable warranty for such components is
provided through the original manufacturer of the component or its distributor organization.



Under no circumstances shall JLG be liable for any consequential or special damages which any
person or entity may incur or claim to incur as a result of any defect in the product or in any
correction or alteration thereof made or furnished by JLG or others. “Consequential” or “special
damage” includes, but is not limited to costs of transportation, lost sales, lost orders, lost
profits, lost income, increased over head, labor and material costs, and cost of manufacturing
variances and operational inefficiencies. JLG’s maximum liability under this warranty shall be the
purchase price paid to JLG with respect to the product to which such warranty is claimed.



This warranty constitutes JLG’s entire and exclusive warranty as to the product and is the sole and
exclusive remedy for product defects in material and workmanship. JLG does not assume (and has not
authorized any other person to assume on its behalf) any other warranty or liability in connection
with any product covered by this warranty. JLG EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF
ANY KIND WHATSOEVER AS TO THE PRODUCT FURNISHED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY EXPRESS
WARRANTIES, EXCEPT FOR THE EXCLUSIVE WARRANTY PROVIDED HEREIN, OR IMPLIED WARRANTIES AS TO
MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.



This warranty shall be void, if, upon the occurrence of any incident involving any product made by
JLG and resulting in any personal injury or property damage, customer shall fail to notify JLG
within 48 hours of such occurrence or permit JLG and its representatives to have immediate access
to such product and all records of or within the control of customer relating to the product and
occurrence.





45









 






EXHIBIT H




B SERIES DESIGN CHANGES




	 	 	 	 	 	 	 
	 	 	Title	 	Type	 	Tarqet Batch
	  1

	 	TH-COMM Dead Engine Lower improvement (production)
	 	CPI
	 	06-03-TH
	  2

	 	TH-B SPN IGUS chain breaking
	 	CPI
	 	06-32-TH
	  3

	 	Frame level Interlock- TH360 to TH460 + LSI CUTOUT
	 	CPI
	 	06-03-TH
	  4

	 	TH-B SPN 220/330 boom wear pad retention method
	 	CPI
	 	05-51-TH
	  5

	 	TH-B SPN Tele Cylinders Leaking
	 	CPI
	 	05-43-TH
	  6

	 	TH-B SPN Sound suppression for engine bay, coming unstuck
	 	CPI
	 	06-11-TH
	  7

	 	TH-B SPN CAB HEATER VALVE AS OUT OF ADJUSTMENT & LEAKS
	 	CPI
	 	05-43-TH
	  8

	 	TH-B SPN FORK TILT CYLINDER
	 	CPI
	 	N/A
	  9

	 	TH-B SPN Shim Material too Soft
	 	CPI
	 	05-51-TH
	10

	 	TH-B SPN Alternative Bolts For Shimming
	 	CPI
	 	05-47-TH
	11

	 	TH-B SPN B-Series Parking Brake Installation
	 	CPI
	 	06-27-TH
	12

	 	TH-B SPN Linkage Bearings
	 	CPI
	 	06-27-TH
	13

	 	TH-B SPN Extension and Retraction Pulleys and Bearings
	 	CPI
	 	06-27-TH
	14

	 	TH-B SPN WEAR STRIP INSERTS
	 	CPI
	 	05-51-TH
	15

	 	TH-B TH220B ‘Plus’ — increased capacity CPI issue
	 	CPI
	 	06-32-TH
	16

	 	TH-B SPN LSI sensor lead wearing and being trapped
	 	CPI
	 	05-43-TH
	17

	 	TH-B SPN Dash Cluster letting in water
	 	CPI
	 	N/A
	18

	 	TH-B SPN Torque Convertor failures
	 	CPI
	 	N/A







46









 








EXHIBIT I




CATERPILLAR JANUARY 2005 PRICES




47









 








Summary of Telehandler Dealer Net Net




Europe




	 	 	 	 	 	 	 	 	 
	Model	 	M A Description	 	[ ]	 	[ ]	 	[ ]
	TH220 EAME MA3

	 	Construction
	 	[ ]
	 	[ ]
	 	[ ]
	TH220 EAME MA5

	 	Premium
	 	[ ]
	 	[ ]
	 	[ ]
	TH330 EAME MA3

	 	Construction
	 	[ ]
	 	[ ]
	 	[ ]
	TH330 EAME MA5

	 	Premium
	 	[ ]
	 	[ ]
	 	[ ]
	TH340 EAME

	 	Hewdon
	 	[ ]
	 	[ ]
	 	[ ]
	TH350 EAME MA3

	 	Construction
	 	[ ]
	 	[ ]
	 	[ ]
	TH360 EAME MA3

	 	Construction
	 	[ ]
	 	[ ]
	 	[ ]
	TH460 EAME MA3

	 	Construction
	 	[ ]
	 	[ ]
	 	[ ]
	TH560 EAME MA4

	 	ConstructionPlus
	 	[ ]
	 	[ ]
	 	[ ]
	TH580 EAME MA3

	 	Construction
	 	[ ]
	 	[ ]
	 	[ ]







48