8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 29, 2011

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 1-16463
(Commission File Number) 13-4004153
(I.R.S. Employer Identification No.)

701 Market Street, St. Louis, Missouri
(Address of principal executive offices) 63101-1826
(Zip Code)

Registrant’s telephone number, including area code (314) 342-3400

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

EX-99.1

EX-99.2

Item 1.01. Entry into a Material Definitive Agreement

Bid Documents

On August 1, 2011, Peabody Energy Corporation (“Peabody”) and ArcelorMittal S.A. (“ArcelorMittal”) announced that they had completed due diligence and intend to launch an all-cash off-market takeover bid to acquire all of the shares in Macarthur Coal Limited (“Macarthur”) at A$15.50 per share (the “Takeover Bid”). Macarthur shareholders will also be entitled to retain any final dividend Macarthur declares for the fiscal year ended June 30, 2011, up to an amount of A$0.16 per share.

A subsidiary of ArcelorMittal currently holds approximately 16% of the shares of Macarthur and, under the proposal between Peabody and ArcelorMittal, a newly formed company, indirectly owned 60% by Peabody and 40% by ArcelorMittal, would offer all of Macarthur’s shareholders cash in exchange for their shares of Macarthur.

Peabody and ArcelorMittal and certain of their subsidiaries have entered into several agreements in connection with the Takeover Bid. On July 29, 2011, Peabody and ArcelorMittal and certain of their subsidiaries entered into a contribution and co-operation agreement (the “Contribution Agreement”), a pre-bid acceptance deed (the “Pre-Bid Acceptance Deed”) and a deed of guarantee (the “Deed of Guarantee”). On August 2, 2011, certain subsidiaries of Peabody and ArcelorMittal entered into a CCA Acknowledgement (the “CCA Acknowledgement”).

The Contribution Agreement regulates Peabody and ArcelorMittal’s conduct in the Takeover Bid, including their joint bidding arrangements, their respective financing obligations and certain termination rights. The Contribution Agreement contains customary non-solicitation and non-compete provisions that run for the six month period beginning on the later of the date of the Contribution Agreement and the date of a formal Takeover Bid.

Under the Pre-Bid Acceptance Deed, the ArcelorMittal subsidiary that holds the 16% ownership interest in Macarthur has agreed to the Takeover Bid, if one is made, and to tender its Macarthur shares.

The Deed of Guarantee provides that each of Peabody and ArcelorMittal will guarantee for the benefit of the other the obligations of their respective subsidiaries party to the Contribution Agreement and the Pre-Bid Acceptance Letter.

The CCA Acknowledgement clarifies certain matters relating to the Takeover Bid, including regulatory approvals.

The foregoing descriptions of the Contribution Agreement, the Pre-Bid Acceptance Deed, the Deed of Guarantee and the CCA Acknowledgement (the “Bid Documents”) do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed hereto, respectively, as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.

The Bid Documents contain representations and warranties of Peabody and ArcelorMittal and/or their affiliates made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contracts between Peabody and ArcelorMittal and/or their affiliates and may be subject to important qualifications and limitations agreed to by such parties in connection with negotiating the terms of the Bid Documents. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality different from those generally applicable to shareholders, or were used for the purpose of allocating risk between Peabody and ArcelorMittal rather than establishing matters as facts. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information.

Bridge Commitment Letter

On July 29, 2011, Peabody entered into a bridge commitment letter (the “Bridge Commitment Letter”) with Bank of America, N.A., UBS Loan Finance LLC and Morgan Stanley Senior Funding, Inc. (the “Initial Lenders”) and certain of their affiliates, pursuant to which the Initial Lenders committed to provide to Peabody unsecured bridge financing of up to $2.0 billion (the “ Bridge Facility”), subject to customary funding conditions for transactions of

2

this type. The Bridge Facility will be available in up to three drawings, each in an amount equal to not less than $500 million, the proceeds of which will be used to finance in part the Takeover Bid and to pay fees and expenses related to the Takeover Bid and the Bridge Facility. The Bridge Facility will mature one year following the date of the initial funding, which must occur within nine months of the date of execution of the Bridge Commitment Letter. The obligations under the Bridge Facility will be guaranteed by Peabody’s subsidiaries that guarantee the Credit Agreement, dated as of June 18, 2010, among Peabody and the lenders and others party thereto (the “Credit Agreement”). The Bridge Facility will contain covenants, including financial covenants, and events of default substantially the same as those set forth in the Credit Agreement.

The Initial Lenders and certain of their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with Peabody or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Bridge Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed hereto as Exhibit 10.5 and is incorporated herein by reference.

Item 8.01. Other Events.

On August 1, 2011, Peabody issued a press release announcing its and ArcelorMittal’s intention to launch the Takeover Bid. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On August 4, 2011, Peabody issued a press release announcing that it and Arcelor Mittal had lodged with the Australian Securities and Investments Commission (“ASIC”) a Bidder’s Statement for the Takeover Bid. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Forward-Looking Statements

This report and the exhibits hereto may contain certain statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Wherever possible, Peabody has identified these forward-looking statements by words such as “anticipates,” “believes,” “intends,” “estimates,” “expects,” “projects” and similar phrases. These forward-looking statements are based upon assumptions its management believes are reasonable. Such forward-looking statements are subject to risks and uncertainties which could cause Peabody’s actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements, including, among other things, the risks and uncertainties disclosed in its annual report on Form 10-K, its quarterly reports on Form 10-Q and other reports it files with the Securities and Exchange Commission from time to time.

Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond Peabody’s control or are subject to change, actual results could be materially different and any or all of these forward-looking statements may turn out to be wrong. They speak only as of the date made and can be affected by assumptions Peabody might make, or by known or unknown risks and uncertainties. Many factors mentioned in this document and the exhibits hereto and in Peabody’s annual and quarterly reports will be important in determining future results. Consequently, Peabody cannot assure you that its expectations or forecasts expressed in such forward-looking statements will be achieved. Actual future results may vary materially. Except as required by law, Peabody undertakes no obligation to publicly update any of its forward-looking or other statements, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Co-Operation and Contribution Agreement, dated as of July 29, 2011, among Peabody Acquisition Co. No. 3 Pty Ltd, ArcelorMittal Netherlands B.V., ArcelorMittal Mining Australasia B.V., Peabody Acquisition Co. No. 2 Pty Ltd and Peabody Acquisition Co. No. 4 Pty Ltd.

3

Exhibit No.	Description of Exhibit
10.2	Pre-Bid Acceptance Deed, dated as of July 29, 2011, between ArcelorMittal Netherlands B.V. and Peabody Acquisition Co. No.4 Pty Ltd.
10.3	Deed of Guarantee, dated as of July 29, 2011, among Peabody Energy Corporation, ArcelorMittal S.A., ArcelorMittal Netherlands B.V., ArcelorMittal Mining Australasia B.V., Peabody Acquisition Co. No. 3 Pty Ltd and Peabody Acquisition Co. No. 2 Pty Ltd.
10.4	CCA Acknowledgement dated August 2, 2011 among Peabody Acquisition Co. No. 2 Pty Ltd, Peabody Acquisition Co. No. 3 Pty Ltd and Peabody Acquisition Co. No. 2 Pty Ltd, ArcelorMittal Netherlands B.V. and ArcelorMittal Mining Australasia B.V.
10.5	Bridge Commitment Letter, dated as of July 29, 2011, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., UBS Securities LLC, UBS Loan Finance LLC, Morgan Stanley & Co. LLC and Morgan Stanley Senior Funding, Inc.
99.1	Press Release dated August 1, 2011.
99.2	Press Release dated August 4, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEABODY ENERGY CORPORATION
August 4, 2011	By:	/s/ Kenneth L. Wagner
		Name:	Kenneth L. Wagner
		Title:	Vice President, Assistant General Counsel and Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Co-Operation and Contribution Agreement, dated as of July 29, 2011, among Peabody Acquisition Co. No. 3 Pty Ltd, ArcelorMittal Netherlands B.V., ArcelorMittal Mining Australasia B.V., Peabody Acquisition Co. No. 2 Pty Ltd and Peabody Acquisition Co. No. 4 Pty Ltd.
10.2	Pre-Bid Acceptance Deed, dated as of July 29, 2011, between ArcelorMittal Netherlands B.V. and Peabody Acquisition Co. No.4 Pty Ltd.
10.3	Deed of Guarantee, dated as of July 29, 2011, among Peabody Energy Corporation, ArcelorMittal S.A., ArcelorMittal Netherlands B.V., ArcelorMittal Mining Australasia B.V., Peabody Acquisition Co. No. 3 Pty Ltd and Peabody Acquisition Co. No. 2 Pty Ltd.
10.4	CCA Acknowledgement dated August 2, 2011 among Peabody Acquisition Co. No. 2 Pty Ltd, Peabody Acquisition Co. No. 3 Pty Ltd and Peabody Acquisition Co. No. 2 Pty Ltd, ArcelorMittal Netherlands B.V. and ArcelorMittal Mining Australasia B.V.
10.5	Bridge Commitment Letter, dated as of July 29, 2011, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., UBS Securities LLC, UBS Loan Finance LLC, Morgan Stanley & Co. LLC and Morgan Stanley Senior Funding, Inc.
99.1	Press Release dated August 1, 2011.
99.2	Press Release dated August 4, 2011.

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EX-10.1

Exhibit 10.1

Agreement

Co-operation and
contribution agreement

Peabody Acquisition Co. No. 3 Pty Ltd

ArcelorMittal Netherlands B.V.

ArcelorMittal Mining Australasia B.V.

Peabody Acquisition Co. No. 2 Pty Ltd

Peabody Acquisition Co. No. 4 Pty Ltd

tony.damian@freehills.com

MLC Centre Martin Place Sydney NSW 2000 Australia GPO Box 4227 Sydney NSW 2001 Australia	Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000 www.freehills.com DX 361 Sydney
Sydney Melbourne Perth Brisbane Singapore	Associated offices in Jakarta Beijing Shanghai Hanoi Ho Chi Minh City

Contents

Table of contents     

	The agreement	1
1	Definitions, interpretation and agreement components	3
	1.1 Agreement components	3
	1.2 Definitions	3
	1.3 Interpretation	9
	1.4 Inclusive expressions	10
2	The Takeover Bid	10
3	Takeover Bid funding arrangements	10
	3.1 Initial subscription by Peabody and AM BV2	10
	3.2 Further subscriptions by Peabody and AM BV2	11
	3.3 Set-off	15
	3.4 Fractions	15
	3.5 Constitution	15
	3.6 Rights and ranking	15
	3.7 Holdco’s obligations	15
4	Conduct of the Offer	16
	4.1 Substantial holder notifications	16
	4.2 Conduct of the Offer	16
	4.3 Reserved decisions in respect of the Offer	16
	4.4 Public announcements	18
	4.5 Dealings with Governmental Agencies	18
	4.6 Compulsory acquisition	19
5	Bidder’s Statement	19
	5.1 Preparation	19
	5.2 Compliance	19
	5.3 Peabody Information	20
	5.4 AM Information	20
	5.5 Statements in the Bidder’s Statement	20
	5.6 Updating information	21
	5.7 Standstill	21
6	Exclusivity arrangements	22
	6.1 Prohibition	22
	6.2 Cease existing discussions	23
	6.3 Notification of approaches	23
7	Director arrangements	24
	7.1 Notifications	24
	7.2 Board resolution	24
	7.3 Holdco constitution	24
	7.4 Observer rights	24
8	Termination	25
	8.1 Termination	25
	8.2 Effect of termination	25

Co-operation and contribution agreement Contents 1

Contents

	8.3 Duties imposed as a result of termination	26
	8.4 Automatic termination	26
	8.5 Termination by AM	27
9	Warranties	29
	9.1 Mutual warranties	29
	9.2 Warranties by AM	29
	9.3 Warranties by Peabody	31
	9.4 Warranties by Peabody, Holdco and Bidco	31
	9.5 Reliance on representations and warranties	32
	9.6 Notification	32
	9.7 Independent warranties	32
10	Confidentiality	33
11	Duties, costs and expenses	33
	11.1 Duties	33
	11.2 Parties to pay own other costs	33
	11.3 Common advisory costs	33
	11.4 Break fees and other payments	33
12	GST	34
	12.1 Definitions	34
	12.2 GST	34
	12.3 Tax invoices	34
	12.4 Reimbursements	35
13	General	35
	13.1 Notices	35
	13.2 Governing law and jurisdiction	37
	13.3 Service of process	37
	13.4 Waivers and variation	38
	13.5 Assignment	38
	13.6 Further assurances	38
	13.7 Approvals and consent	38
	13.8 Remedies cumulative	39
	13.9 Counterparts	39
	13.10 Prohibition and enforceability	39
	13.11 No merger	39
	13.12 Entire agreement	39
	13.13 Contra proferentem excluded	39
	13.14 Specific performance	39
	13.15 Attorneys	40
	Schedules
	Schedule 1
	Agreed Announcement	42
	Schedule 2
	Transfer steps	44
	Signing page	46

Co-operation and contribution agreement Contents 2

The agreement

Co-operation and contribution agreement

Date ► 29 July 2011

Between the parties
Peabody	Peabody Acquisition Co. No. 2 Pty Ltd
	ACN 146 797 417 of Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000
	(Peabody)
AM	ArcelorMittal Netherlands B.V.
	of Eemhavenweg 70, 3089 KH Rotterdam, Netherlands
	(AM)
AM BV2	ArcelorMittal Mining Australasia B.V.
	of Eemhavenweg 70, 3089 KH Rotterdam, Netherlands
	(AM BV2)
Holdco	Peabody Acquisition Co. No. 3 Pty Ltd
	ACN 152 004 398 of Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000
	(Holdco)
Bidco	Peabody Acquisition Co. No. 4 Pty Ltd
	ACN 152 004 772 of Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000
	(Bidco)
Recitals	1   Bidco is considering making a takeover bid for MCC.
	2   Peabody owns all the shares in Holdco and Holdco owns all the shares in Bidco.
	3   AM owns the AM Shares which it intends to transfer to AM BV2.
	4   AM and Bidco have entered into the Pre-Bid Acceptance Deed under which AM has agreed to procure that AM BV2 sells the AM Shares to Bidco by accepting an offer under the takeover bid.
	5   Peabody has agreed to subscribe for Holdco Shares from time to time under this agreement. AM BV2 has agreed to subscribe for Holdco Shares from time to time under this agreement. The subscription consideration will be paid to Holdco during the Offer

Co-operation and contribution agreement

page 1

The agreement

		Period and the Holdco Shares will be issued following the end of the Offer Period. Such proceeds may only be used by Holdco to fund Bidco paying:
		•	MCC shareholders for acceptances under its takeover bid for MCC;
		•	MCC shareholders for their MCC Shares pursuant to the exercise of Bidco’s right to compulsorily acquire any outstanding MCC Shares under the Corporations Act; and
		•	any Duty arising in connection with its takeover bid for MCC.
	6	It is the intention of all the parties (contributors and contributee) that the contribution of share capital to Holdco is not treated as a loan for Dutch corporation tax purposes.
	7	Peabody, AM BV2 and Holdco and others have entered into the Shareholders’ Agreement.
The parties agree	as set out in the Operative part of this agreement, in consideration of, among other things, the mutual promises contained in this agreement.

Co-operation and contribution agreement

page 2

1	Definitions, interpretation and agreement components
1.1	Agreement components
	This agreement includes any schedule.
1.2	Definitions
	The meanings of the terms used in this agreement are set out below, unless the context otherwise appears or requires.

Term	Meaning
Agreed Announcement	an announcement relating to the possible Takeover Bid in the form set out in Schedule 1 to this agreement or in a form as may otherwise be agreed in writing between Peabody, AM and Bidco.
Agreed Constitution	the agreed form constitution of Holdco that is initialled for identification by Peabody, Holdco and AM.
AM BV2 Shares	the entire issued and to be issued share capital of AM BV2 and financial instruments that provide the holder with rights to part of the income or profit (before payments on such instrument) of AM BV2 or that could be converted into shares or equivalent rights in the share capital of AM BV2 and any other rights or interests AM may have in the capital of AM BV2.
AM Duty Shares	has the meaning given to it in clause 3.2(j)(2).
AM Information	has the meaning given in clause 5.4(a).
AM Group	means the group of companies comprising ArcelorMittal S.A. and each of its subsidiaries.
AM Party	AM and each of its Related Bodies Corporate.
AM Shares	48,552,062 MCC Shares, registered in the name of AM.
AM Subscription Shares	has the meaning given to it in clause 3.2(a).
AM Top-Up Shares	has the meaning given to it in clause 3.2(g)(2).

page 3

1 Definitions, interpretation and agreement components

Term	Meaning
Announcement Window	has the meaning given to it in clause 2(a).
ASIC	the Australian Securities and Investments Commission.
ASX	as the context requires, ASX Limited ABN 98 008 624 691 or the securities market conducted by ASX Limited.
Associate	has the meaning set out in section 12(2) of the Corporations Act.
Bidco Duty	has the meaning in clause 3.2(j).
Bidder’s Statement	the bidder’s statement to be prepared by Bidco under the Corporations Act in connection with the Offer.
Business Day	a day on which banks are open for business in Brisbane, other than a Saturday, Sunday or public holiday in Brisbane and ASX is open for trading.
Competing Proposal	any proposal, agreement, arrangement or transaction, which, if entered into or completed, would mean a Third Party (either alone or together with any Associate) may:
	1	directly or indirectly acquire a Relevant Interest in, or have the right to acquire, a legal, beneficial or economic interest in, or control of, any of the MCC Shares or in the share capital in any Subsidiary of MCC;
	2	acquire Control of MCC or a Subsidiary of MCC;
	3	otherwise (whether directly or indirectly) acquire, become the holder of, have a right to acquire or have an economic interest in all or a material part of MCC’s business or assets or the business or assets of any Subsidiary of MCC;
	4	otherwise acquire (whether directly or indirectly) or merge with MCC or a Subsidiary of MCC;
	5	enter into any agreement, arrangement or understanding requiring MCC or any of its directors to change, withdraw or modify the directors’ recommendation of the Takeover Bid;
	whether by way of takeover bid, scheme of arrangement, trust scheme, unitholder or securityholder approved acquisition, capital reduction or buy back, sale or purchase of shares, units, securities or assets, global assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company and/or trust structure (or other synthetic merger), or other transaction or arrangement. For the avoidance of doubt, the Takeover Bid is not a Competing Proposal.
Confidentiality Agreement	the confidentiality agreement between Peabody Investments Corp. and ArcelorMittal S.A. dated 16 June 2011.

page 4

1    Definitions, interpretation and agreement components

Term	Meaning
Control	has the meaning given in section 50AA of the Corporations Act.
Corporations Act	the Corporations Act 2001 (Cth).
Deal	1 sell, assign, transfer, declare a trust over or otherwise dispose of;
	2    agree or offer to sell, assign, transfer of otherwise dispose of;
	3    enter into or agree to enter into any option which, if exercised, enables or requires the person to sell, assign, transfer, declare a trust over or otherwise dispose of;
	4    enter into any derivative or synthetic agreement, deed or other arrangement under which payments may be made that are referrable (in whole or part) to the trading price, or the economic value, of the relevant shares;
	5    create or agree or offer to create or permit to be created any interest or encumbrance;
	6    vote or agree to vote the relevant shares in favour of a Competing Proposal; or
	7    agree to do any of the above.
Deed of Guarantee	the deed of guarantee dated on or about the date of this agreement to which Peabody Energy Corporation, ArcelorMittal S.A., AM BV2 and Holdco are parties.
Duty	any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
Duty Payment Date	has  the meaning in clause 3.2(k)(2).
Duty Notice	has the meaning in clause 3.2(j).
Encumbrance	an interest or power:
	1    reserved in or over an interest in any asset including any retention of title; or
	2    created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,
	by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any agreement to grant or create any of the above.
Entity	has the meaning set out in section 64A of the Corporations Act.

page 5

1    Definitions, interpretation and agreement components

Term	Meaning
Equity Completion Date	has the meaning in clause 3.2(m).
Exclusivity Period	the period from and including the date of this agreement until and including the date which is the later of:
	1    6 months after the date of this agreement; and
	2    provided that at least one of Peabody, AM and Bidco releases the Agreed Announcement to the ASX within the Announcement Window, 6 months after the date of the Offer.
FIRB	Foreign Investment Review Board.
GFC Event	is an event or series of events which has a material adverse effect on the ability of any person to obtain acquisition debt funding from reputable financial institutions on commercially reasonable terms.
Governmental Agency	any government or any governmental, semi-governmental, statutory or judicial entity, regulatory body, agency or authority, whether in Australia, or elsewhere, including any self-regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions (including ASIC and the Takeovers Panel), and ASX or any other stock exchange.
GST	goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.
GST Act	the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
GST Law	has the same meaning as in the GST Act.
Holdco Share	an ordinary share in the capital of Holdco.
Jointly Retained Party	has the meaning given in clause 11.3.
LIBOR	the British Bankers’ Association Interest Settlement Rate for the relevant currency and for a period of 1 month displayed as at 11.00am (London time) on the relevant date on the LIBOR01 of the Reuters Screen.
MCC	Macarthur Coal Ltd (ABN 40 096 001 955).
MCC Share	a fully paid ordinary share in the capital of MCC.

page 6

1 Definitions, interpretation and agreement components

Term	Meaning
New Peabody Shares	has the meaning in clause 5.7(b)(3).
Offer	each offer to acquire an MCC Share to be made in connection with the Takeover Bid.
Offer Period	the period that the Offer will be open for acceptance under the Takeover Bid.
Payment Business Day	a day:
	1    on which banks are open for business in Brisbane (Australia), Paris (France) and St. Louis, Missouri (United States of America), other than a Saturday, Sunday or public holiday in Brisbane (Australia), Paris (France) and St. Louis, Missouri (United States of America); and
	2 which is a ‘business day’ as defined in the official listing rules of ASX.
Peabody Duty Shares	has the meaning given to it in clause 3.2(j)(1).
Peabody Information	has the meaning in clause 5.3(a).
Peabody Group	means the group of companies comprising Peabody Energy Corporation and each of its subsidiaries.
Peabody Party	Peabody, each of its Related Bodies Corporate and its nominee (if any), including, for the avoidance of doubt, Holdco and Bidco.
Peabody Shares	any MCC Shares held by Bidco or any Related Body Corporate of Peabody as at the date of this agreement.
Peabody Subscription Shares	has the meaning given to it in clause 3.2(a).
Peabody Top-Up Shares	has the meaning given to it in clause 3.2(g)(1).
Pre-Bid Acceptance Deed	the pre-bid acceptance deed dated on or about the date of this agreement to which AM and Bidco are parties.
Purchase Price	has the meaning given to it in clause 8.5(a)(2).
Purchase Price Calculation Period	has the meaning given to it in clause 8.5(i).

page 7

1 Definitions, interpretation and agreement components

Term	Meaning
Related Body Corporate	has the meaning given in section 50 of the Corporations Act.
Related Persons	in relation to an Entity means:
	1 a Related Body Corporate of that Entity;
	2 an Entity that Controls that Entity;
	3 an adviser of that Entity or an adviser of a Related Body Corporate of that Entity; and
	4 a director, officer or employee of any Entity referred to in items 1, 2 or 3 of this definition.
Relevant Interest	has the meaning given in sections 608 and 609 of the Corporations Act.
Settlement Date	has the meaning given to it in clause 8.5(i).
Shareholders’ Agreement	the shareholders’ deed between Holdco, AM, Peabody and others dated on or about the date of this agreement.
Subscription Notice	has the meaning given to it in clause 3.2(a).
Subscription Payment Date	has the meaning given to it in clause 3.2(c)(2).
Subsidiary	has the meaning given in section 9 of the Corporations Act.
Takeover Bid	a takeover bid to be made by Bidco for MCC Shares, as referred to in the Agreed Announcement.
Tax	any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Governmental Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty.
Termination Notice	has the meaning given to it in clause 8.1(b).
Third Party	a party other than Peabody or Bidco.
Top-Up Notice	has the meaning given to it in clause 3.2(g).
Top-Up Payment Date	has the meaning given to it in clause 3.2(h)(2).

page 8

1 Definitions, interpretation and agreement components

Term	Meaning
Tranche A Shares	45,313,851 of the AM Shares.
Tranche B Shares	3,238,211 of the AM Shares.
Transfer Date	has the meaning given to it in clause 8.5(a).

1.3 Interpretation

In this agreement headings are inserted for convenience and do not affect the interpretation of this agreement and unless the contrary intention appears:
(a)	a reference to this agreement or another instrument includes any variation or replacement of any of them;
(b)	a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(c)	the singular includes the plural and vice versa;
(d)	the word ‘person’ includes a firm, a body corporate, an unincorporated association or an authority;
(e)	a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(f)	if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
(g)	a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
(h)	if an act prescribed under this agreement to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;
(i)	if an event must occur on a stipulated day that is not a Business Day then the stipulated day will be taken to be the next Business Day;
(j)	a reference to time is a reference to Brisbane time;
(k)	a reference to any thing (including any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to any one or more of them;
(l)	a reference to a part, clause, party, attachment, exhibit or schedule is a reference to a part and clause of, and a party, attachment, exhibit and schedule to, this agreement and a reference to this agreement includes any attachment, exhibit and schedule;
(m)	a reference to $ or A$ is to Australian currency unless denominated otherwise; and
(n)	a term defined in the Corporations Act shall have the same meaning in this agreement.

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2 The Takeover Bid

1.4	Inclusive expressions
	Specifying anything in this agreement after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.
2	The Takeover Bid

(a)	Peabody, AM and Bidco each irrevocably and unconditionally authorise each other to release the Agreed Announcement to the ASX at any time during the period commencing on the date of this agreement and ending on the date which is 20 Business Days after the date of the agreement (the Announcement Window).
(b)	If any party releases the Agreed Announcement to the ASX during the Announcement Window, each other party agrees, subject to the terms of this agreement, to abide by the terms of the Agreed Announcement and to proceed with the implementation of the Takeover Bid.
(c)	Holdco and Bidco must not, without the prior written consent of Peabody and AM, enter into any contract relating to the Offer or the financing of the Offer (including, for the avoidance of doubt, any bid implementation agreement) with MCC.
(d)	Nothing in this agreement constitutes, or is intended to constitute, a proposal to make a takeover bid at any stage before the Agreed Announcement is released (if ever) to the ASX.

3 Takeover Bid funding arrangements

3.1	Initial subscription by Peabody and AM BV2
	As soon as practicable after the date of this agreement and, in any event, before the first day of the Offer Period:

(a) AM BV2 shall:

(1)	subscribe for 2 Holdco Shares;
(2)	deliver to Holdco an application for 2 Holdco Shares duly completed and executed by AM BV2;
(3)	pay to Holdco $2 in immediately available funds, being the subscription price for 2 Holdco Shares; and
(4)	agree to be bound by the constitution of Holdco upon the issuance of the 2 Holdco Shares;

(b) Peabody shall:

(1)	subscribe for 1 Holdco Share;
(2)	deliver to Holdco an application for 1 Holdco Share, duly completed and executed by Peabody; and
(3)	pay to Holdco $1 in immediately available funds, being the subscription price for 1 Holdco Share;
(4)	agree to be bound by the constitution of Holdco upon the issuance of the 1 Holdco Share;

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3 Takeover Bid funding arrangements

(c) subject to AM BV2 complying with its obligations under clause 3.1(a), Holdco shall:

(1)	issue 2 Holdco Shares and deliver to AM BV2 a share certificate or holding statement in respect of 2 Holdco Shares; and
(2)	enter AM BV2’s name in Holdco’s register of members as the registered holder of 2 Holdco Shares;

(d) subject to Peabody complying with its obligations under clause 3.1(b), Holdco shall:

(1)	issue 1 Holdco Share and deliver to Peabody a share certificate or holding statement in respect of 1 Holdco Share; and
(2)	enter Peabody’s name in Holdco’s register of members as the registered holder of that 1 Holdco Share.

3.2 Further subscriptions by Peabody and AM BV2

(a) Subject to all of the defeating conditions of the Offer being fulfilled or freed, Holdco may require:

(1)	Peabody to subscribe for Holdco Shares (the Peabody Subscription Shares); and
(2)	AM BV2 to subscribe for Holdco Shares (the AM Subscription Shares),

by giving to Peabody and AM BV2 a subscription notice (Subscription Notice).

(b) Holdco shall only use the cash proceeds that it receives from Peabody and AM BV2 under this clause 3 for the sole purposes of:

(1)	funding Bidco’s acquisition of MCC Shares during the Offer Period through a combination of debt and equity;
(2)	if Bidco becomes entitled to and exercises its right to compulsorily acquire any outstanding MCC Shares under Chapter 6A of the Corporations Act, funding Bidco’s acquisition of MCC Shares pursuant to such compulsory acquisition; and
(3)	funding Bidco’s payment obligations in respect of any Duty arising in connection with Bidco’s acquisition of MCC Shares,

and Holdco agrees to ensure that, at all necessary times, it has given cash to Bidco, in immediately available funds, so as to ensure that Bidco has sufficient cash available to it to meet its funding obligations as referred to in paragraphs (1), (2) and (3) above. Holdco and Bidco agree that:

(4)	75% of such funding shall be in the form of an interest-free loan which loan will be repayable on demand by Bidco on not less than 30 Business Days’ notice in writing provided that such notice cannot be given until after the date which is 6 weeks after the end of the Offer Period (or, in either case, on such earlier date(s) as may be agreed between Holdco and Bidco); and
(5)	25% of such funding shall be in the form of equity, which shall require Bidco to issue to Holdco fully paid ordinary shares in Bidco (or such other equity securities as Bidco and Holdco may agree),

provided always that Holdco and Bidco may, with the prior written consent of the other parties, change the relevant percentage split referred to in paragraphs (4) and (5) above. Despite the foregoing, Holdco may commence charging interest on the loan referred to in paragraph (4) above (at a rate not exceeding LIBOR, unless Bidco and Holdco otherwise agree) on not less than 30 Business

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3 Takeover Bid funding arrangements

	Day’ notice to Bidco, provided that no interest may be charged until after the completion of the compulsory acquisition of all outstanding MCC Shares under Chapter 6A of the Corporations Act.
(c)	Each Subscription Notice given by Holdco under clause 3.2(a) must specify:

(1) the number of:

(A) Peabody Subscription Shares that Peabody must subscribe for in accordance with the following formula:

- in respect of the first Subscription Notice, (N_B + N_P) x 0.6; and

- in respect of the second and each subsequent Subscription Notice, N_B x 0.6; and

(B) AM Subscription Shares that AM BV2 must subscribe for in accordance with the following formula:

- in respect of the first Subscription Notice, (N_B + N_P) x 0.4; and

- in respect of the second and each subsequent Subscription Notice, N_B x 0.4;

(2) the date (Subscription Payment Date) on which:

(A)	Peabody must pay for the Peabody Subscription Shares; and
(B)	AM BV2 must pay for the AM Subscription Shares,
provided that such date shall be no earlier than the second Payment Business Day after the date on which the Subscription Notice was given and, in the case of the first Subscription Notice, such date shall be no earlier than the date on which the consideration for the AM Shares is due and payable to AM BV2 under the Offer; and

(3) the number of MCC Shares that Bidco will pay for using the proceeds that are to be received by Holdco from Peabody for the Peabody Subscription Shares and from AM BV2 for the AM Subscription Shares.

(d) Peabody must pay to Holdco (or as directed by Holdco), on the Subscription Payment Date, in immediately available funds, an amount in respect of the Peabody Subscription Shares equal to:

(1)	in respect of the first Subscription Notice, (the Initial Cash Amount x 0.6) less (the Peabody Credit x 0.4); and
(2)	in respect of the second and each subsequent Subscription Notice, NB x OC x 0.6.

(e) AM BV2 must pay to Holdco (or as directed by Holdco), on the Subscription Payment Date, in immediately available funds, an amount in respect of the AM Subscription Shares equal to:

(1)	in respect of the first Subscription Notice, (the Initial Cash Amount x 0.4) plus (the Peabody Credit x 0.4); and
(2)	in respect of the second and each subsequent Subscription Notice, NB x OC x 0.4.

(f) For purposes of this clause 3:

(1) Initial Cash Amount means (N_B x OC);

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3 Takeover Bid funding arrangements

(2)	NB is the number of MCC Shares that Bidco is proposing to pay for using the proceeds that are to be received by Holdco for those Peabody Subscription Shares and AM Subscription Shares;
(3)	NP is the number of MCC Shares held by Bidco immediately before the start of the Offer Period (or which Bidco will hold within 2 days after the first day of the Offer Period);
(4)	NT is the number of MCC Shares that Bidco has proposed to pay for under all Subscription Notices at the time a Top-Up Notice is given;
(5)	OC is the amount of the Offer consideration payable by Bidco per MCC Share at the time the relevant Subscription Notice or Top-Up Notice is given;
(6)	OCL is the amount of the Offer consideration payable by Bidco per MCC Share at the time the previous Subscription Notice or Top-Up Notice (whichever is later) is given; and
(7)	Peabody Credit means the aggregate price paid or payable by Peabody or Bidco to third parties for the New Peabody Shares.

(g) If, after the time a Subscription Notice is given, Bidco increases the amount of the Offer consideration, Holdco shall give Peabody and AM BV2 notice of this fact (Top-Up Notice) and must require:

(1)	Peabody to subscribe for Holdco Shares (the Peabody Top-Up Shares); and
(2)	AM BV2 to subscribe for Holdco Shares (the AM Top-Up Shares).

(h) Each Top-Up Notice given by Holdco under clause 3.2(g) must specify:

(1) the number of:

(A)	Peabody Top-Up Shares that Peabody must subscribe for in accordance with the following formula:
	{[(OC — OCL) x NT]/OC} x 0.6; and
(B)	AM Top-Up Shares that AM BV2 must subscribe for in accordance with the following formula:
	{[(OC — OCL) x NT]/OC} x 0.4,

	in each such case, where OC and OCL are treated as numbers rather than dollar amounts;
(2)	the date (Top-Up Payment Date) on which:

(A) Peabody must pay for the Peabody Top-Up Shares; and

(B) AM BV2 must pay for the AM Top-Up Shares,

provided that such date shall be no earlier than the second Payment Business Day after the date on which the Top-Up Notice was given and, in the case of the first Top-Up Notice to AM BV2, such date shall be no earlier than the date on which the consideration for the AM Shares is due and payable to AM BV2 under the Offer.

(i) On the Top-Up Payment Date:

(1)	Peabody must pay to Holdco (or as directed by Holdco), in immediately available funds, an amount in respect of the Peabody Top-Up Shares equal to (OC — OCL) x NT x 0.6; and
(2)	AM BV2 must pay to Holdco (or as directed by Holdco), in immediately available funds, an amount in respect of the AM Top-Up Shares equal to (OC — OCL) x NT x 0.4.

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3 Takeover Bid funding arrangements

(j) If Bidco incurs any liability to pay any amount in respect of Duty in connection with the acquisition of MCC Shares (such amount being, Bidco Duty), Holdco shall give Peabody and AM BV2 notice of this fact (Duty Notice) and must require:

(1)	Peabody to subscribe for Holdco Shares (the Peabody Duty Shares); and
(2)	AM BV2 to subscribe for Holdco Shares (the AM Duty Shares).

(k) Each Duty Notice given by Holdco under clause 3.2(j) must specify:

(1) the number of:

(A)	Peabody Duty Shares that Peabody must subscribe for in accordance with the following formula:
	(Bidco Duty/OC) x 0.6; and
(B)	AM Duty Shares that AM BV2 must subscribe for in accordance with the following formula:
	(Bidco Duty/OC) x 0.4,

	in each such case, where OC is treated as a number rather than a dollar amount;
(2)	the date (Duty Payment Date) on which:

(A) Peabody must pay for the Peabody Duty Shares; and

(B) AM BV2 must pay for the AM Duty Shares,

provided that such date shall be no earlier than the second Payment Business Day after the date on which the Duty Notice was given.

(l) On the Duty Payment Date:

(1)	Peabody must pay to Holdco (or as directed by Holdco), in immediately available funds, an amount in respect of the Peabody Duty Shares equal to (the amount of the Bidco Duty) x 0.6; and
(2)	AM BV2 must pay to Holdco (or as directed by Holdco), in immediately available funds, an amount in respect of the AM Duty Shares equal to (the amount of the Bidco Duty) x 0.4.

(m) The relevant Holdco Shares to be issued under this clause 3 will be issued on the later of:

(1)	the first Business Day after the end of the Offer Period; and
(2)	the Subscription Payment Date, the Top-Up Payment Date or the Duty Payment Date (as the case may be),

(each such date, an Equity Completion Date).

(n) In performing their obligations pursuant to this clause 3, the parties will deal with each other reasonably and in good faith so as to accommodate any reasonable request from each other to modify settlement arrangements or the sequence of required steps to reduce the cost or administrative inconvenience that would otherwise arise for that party.

(o) The parties agree that:

(1) a Subscription Notice, a Top-Up Notice or a Duty Notice may be given to Peabody and AM BV2 under clause 3.2 during, or after the end of, the Offer Period;

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3 Takeover Bid funding arrangements

(2) even if AM BV2 gives Peabody and Holdco a Termination Notice:

(A)	Bidco will be entitled to continue to give a Subscription Notice, a Top-Up Notice and/or a Duty Notice to AM BV2 up to and including on the Settlement Date; and
(B)	AM BV2 will be required to pay to Holdco all amounts due and payable by it under any Subscription Notice, Top-Up Notice or Duty Notice given to it up to and including on the Settlement Date;

(3)	any issue or proposed issue of Holdco Shares under this clause 3 will not trigger the operation of the provisions in the Shareholders’ Agreement relating to the issue of Holdco Shares;
(4)	Holdco can direct Peabody or AM BV2 to pay the subscription monies to Bidco or a third party for the sole purpose of that third party paying MCC shareholders for the acquisition by Bidco of their MCC Shares.

3.3 Set-off

(a)	Holdco directs AM BV2 to pay directly to Bidco any amount due for payment by AM BV2 to Holdco under clause 3.2(e) and 3.2(i)(2).
(b)	AM BV2 and Bidco hereby agree that (unless AM BV2, Holdco and Bidco otherwise agree in writing) Bidco and AM BV2 shall set-off any amount due for payment by Bidco to AM BV2 under the terms of the Offer as a result of the acquisition of the AM Shares by Bidco against any amount due for payment by AM BV2 to Bidco as a result of the direction referred to in clause 3.3(a).

3.4	Fractions
	Any fractional entitlement to a Holdco Share under this clause 3 shall be rounded down to the nearest whole number of Holdco Shares.

3.5 Constitution

(a)	On each issue of Peabody Subscription Shares, Peabody Top-Up Shares or Peabody Duty Shares, Peabody agrees to be bound by the constitution of Holdco.
(b)	On each issue of AM Subscription Shares, AM Top-Up Shares or AM Duty Shares, AM BV2 agrees to be bound by the constitution of Holdco.

3.6	Rights and ranking
	All Holdco Shares issued to Peabody as referred to in clause 3.1(d), all Peabody Subscription Shares, Peabody Top-Up Shares and Peabody Duty Shares issued to Peabody, all Holdco Shares issued to AM BV2 as referred to in clause 3.1(c), all AM Subscription Shares, AM Top-Up Shares and AM Duty Shares issued to AM BV2 shall:

(a)	be issued as fully paid;
(b)	be issued free of all Encumbrances; and
(c)	rank equally in all respects with the other fully paid ordinary shares on issue in the capital of the Holdco as at the date of issue.

3.7	Holdco’s obligations
	On the relevant Equity Completion Date, Holdco must:

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4 Conduct of the Offer

(a)	issue the relevant Peabody Subscription Shares, Peabody Top-Up Shares or Peabody Duty Shares to Peabody;
(b)	issue the relevant AM Subscription Shares. AM Top-Up Shares or AM Duty Shares to AM BV2;
(c)	issue to Peabody share certificates or holding statements in respect of the relevant Peabody Subscription Shares, Peabody Top-Up Shares or Peabody Duty Shares;
(d)	issue to AM BV2 share certificates or holding statements in respect of the relevant AM Subscription Shares, AM Top-Up Shares or AM Duty Shares;
(e)	enter Peabody’s name in Holdco’s register of members as the registered holder of the relevant Peabody Subscription Shares, Peabody Top-Up Shares or Peabody Duty Shares; and
(f)	enter AM BV2’s name in Holdco’s register of members as the registered holder of the relevant AM Subscription Shares, AM Top-Up Shares or AM Duty Shares.

4 Conduct of the Offer

4.1	Substantial holder notifications
	The parties will co-operate with each other to make the disclosures required by, and within the time limits prescribed by, Part 6C.1 of the Corporations Act.

4.2 Conduct of the Offer

(a) The parties will work together to implement the Offer and to formulate the negotiation strategy regarding the Offer.

(b) Bidco and Holdco will ensure representatives of Peabody and AM will have the opportunity to:

(1)	participate in material meetings with MCC and MCC’s major shareholders; and
(2)	access any due diligence information provided by MCC,

in each case, subject to appropriate confidentiality arrangements being in place.

(c) Each party will provide regular updates to the other parties on any material developments in relation to:

(1)	any discussions and negotiations with MCC and MCC’s major shareholders; and
(2)	the progress of the Offer generally.

(d) Except to the extent otherwise provided for, or otherwise contemplated in, this agreement, the parties will be jointly responsible for the conduct of the Takeover Bid and for making all material decisions in relation to the Offer.

4.3 Reserved decisions in respect of the Offer

(a) Bidco must not, without the prior written consent of Peabody and AM:

(1) free the Offer from the minimum acceptance condition to the Offer referred to in the Agreed Announcement (including by making a statement that the minimum acceptance condition will be freed if

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4 Conduct of the Offer

Bidco achieves a different percentage Relevant Interest by a particular date), unless and until the aggregate of the MCC Shares:

(A)	in which Bidco has a Relevant Interest; and
(B)	for which the acceptance collection agent under any institutional acceptance facility relating to the Offer has received acceptance instructions in respect of the Offer,

	represents at least 50.01% of the MCC Shares (on a fully diluted basis). For the avoidance of doubt, for the purposes of the foregoing, Bidco shall be treated as having a Relevant Interest in the Tranche A Shares and the Tranche B Shares;
(2)	free the Offer from the material adverse change condition to the Offer referred to in the Agreed Announcement if that condition has been breached or it is reasonably foreseeable that the condition will be breached before the time when Bidco proposes to free the Offer from all conditions;
(3)	free the Offer from the ‘prescribed occurrence’ condition to the Offer referred to in the Agreed Announcement if that condition has been breached or it is reasonably foreseeable that the condition will be breached before the time when Bidco proposes to free the Offer from all conditions;
(4)	free the Offer from the FIRB condition referred to in the Agreed Announcement;
(5)	free the Offer from the other regulatory approvals condition referred to in the Agreed Announcement;
(6)	consent to any variation of, or waive any right of Bidco (other than a right to waive bid conditions) under, any contract relating to the Offer (including, for the avoidance of doubt, any bid implementation agreement) between Bidco and MCC; or
(7)	extend the Offer Period so that the Offer Period is greater than 6 months.

(b) However, nothing in clause 4.3(a) limits the ability of Bidco to vary the Offer by extending the Offer Period up to an aggregate duration of 6 months (without limiting clause 4.3(a)(7)) or to free the Offer of the defeating conditions referred to in clauses 4.3(a)(1), 4.3(a)(2), 4.3(a)(3), 4.3(a)(4) and 4.3(a)(5) unless expressly limited by those clauses. All other Offer variations or Offer condition waivers require the prior written consent of Peabody and AM, who agree to consider a request for consent in good faith and neither of them shall withhold consent for an ulterior purpose, including if one of their purposes or intentions for doing so is to frustrate or delay the Takeover Bid. If Bidco requests approval for a matter listed in clause 4.3(a), Peabody and AM must each use its best endeavours to respond to the request as soon as reasonably practicable and in any event within 2 Business Days after the date on which the relevant request is received or otherwise within any reasonable timeframe set by Bidco.

(c) For the purposes of this clause 4.3:

(1)	Peabody agrees that Richard A. Navarre shall be authorised to bind Peabody; and
(2)	AM agrees that Carole Whittall shall be authorised to bind AM,

in relation to any request from Bidco referred to in clause 4.3(b).

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4 Conduct of the Offer

4.4 Public announcements

(a)	Bidco will prepare all public announcements relating to the Offer, except for the Agreed Announcement.
(b)	Except to the extent required by law or the rules of any relevant stock exchange, Bidco shall not make any public announcements relating to the Offer, except for:

(1)	the Agreed Announcement; and
(2)	any procedural announcements relating to notifications required under the Corporations Act, including notifications under section 630, section 633 (without prejudice to clause 5.1(b)), section 643 (without prejudice to clause 5.6), section 650D (without prejudice to clause 4.3(a)), section 650F (without prejudice to clause 4.3(a)), section 652B and Chapter 6A (each a Procedural Announcement),

	without the prior written consent of Peabody and AM. If Bidco proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange (except for the Agreed Announcement or a Procedural Announcement), it shall provide Peabody and AM with a reasonable opportunity to review and comment on any such announcement, having regard to the urgency of its release, and give reasonable consideration to any comments made by Peabody and AM on any such announcement.
(c)	Except to the extent required by law or the rules of any relevant stock exchange, Peabody shall not, and Peabody shall procure that none of its Related Bodies Corporate shall, make any public announcements relating to the Offer (except for the Agreed Announcement or a Procedural Announcement) without the prior written consent of AM and Bidco. If Peabody or a Related Body Corporate of Peabody proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange, Peabody shall provide Bidco and AM with a reasonable opportunity to review and comment on any such announcement, having regard to the urgency of its release, and give reasonable consideration to any comments made by AM and Bidco on any such announcement.
(d)	Except to the extent required by law or the rules of any relevant stock exchange, AM shall not, and AM shall procure that none of its Related Bodies Corporate shall, make any public announcements relating to the Offer (except for the Agreed Announcement) without the prior written consent of Peabody and Bidco. If AM or a Related Body Corporate of AM proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange, AM shall provide Bidco and Peabody with a reasonable opportunity to review and comment on any such announcement, having regard to the urgency of its release, and give reasonable consideration to any comments made by Peabody and Bidco on any such announcement.

4.5 Dealings with Governmental Agencies

(a) (FIRB) Bidco will, as soon as reasonably practicable after the date of this agreement (if it has not already done so before the date of this agreement), file an application with FIRB:

(1)	on behalf of itself, the Peabody group of companies and the AM group of companies seeking to fulfil the FIRB condition to the Offer referred to in the Agreed Announcement; and
(2)	on behalf of itself and the Peabody Group seeking to fulfil the FIRB condition referred to in the Pre-Bid Acceptance Deed.

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5 Bidder’s Statement

Peabody, AM and Holdco agree to co-operate with, and provide all reasonable assistance and information to, Bidco to enable Bidco to complete and file that application.

(b) (Other consents and approvals) Each party:

(1)	will use its reasonable endeavours to obtain any other consents or approvals required from any Governmental Agencies in connection with this agreement or the Takeover Bid;
(2)	will provide all reasonable assistance to the other parties (as required) in connection with obtaining any such consents or approvals;
(3)	will not, and will ensure its Related Bodies Corporate and Associates do not, do anything intended to prevent or delay, or that would be reasonably likely to have the effect of preventing or delaying, any such consents or approvals being given to any party; and
(4)	will consult with each other party in good faith as to any applications or submissions to be made to Governmental Agencies and give reasonable consideration to all comments made on those applications or submissions.

(c) (No undertakings) Nothing in this clause 4.5 requires any party to give any undertakings to any Governmental Agency.

4.6 Compulsory acquisition

(a)	If Bidco acquires the right to compulsorily acquire any outstanding MCC Shares under Chapter 6A of the Corporations Act, Bidco must exercise that right.
(b)	Bidco must keep Peabody and AM reasonably informed of the progress of, and all material actions and developments in relation to, the compulsory acquisition process.

5 Bidder’s Statement

5.1 Preparation

(a)	As required by the Corporations Act, Bidco must prepare, lodge and serve the Bidder’s Statement.
(b)	Bidco will:

(1)	prepare the Bidder’s Statement in consultation with Peabody and AM;
(2)	provide Peabody and AM with a reasonable opportunity to review and comment on drafts of the Bidder’s Statement; and
(3)	give reasonable consideration to all comments made by Peabody and AM on drafts of the Bidder’s Statement.

5.2	Compliance
	Each party must take all reasonable steps to ensure that the Bidder’s Statement is not misleading or deceptive in any material respect (whether by omission or otherwise) and complies with the requirements of all applicable laws and regulations including:

(a)	the Corporations Act;
(b)	the ASX Listing Rules;

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5 Bidder’s Statement

(c)	ASIC Regulatory Guides; and
(d)	Takeovers Panel Guidance Notes.

5.3 Peabody Information

(a)	Peabody must provide to Bidco all information relating to Peabody and its Related Bodies Corporate which is required to be included in the Bidder’s Statement (Peabody Information), including a description of itself, its arrangements for satisfying its funding obligations under clause 3 of this agreement and its intentions in relation to MCC.
(b)	Bidco must not lodge the Bidder’s Statement with ASIC unless and until Bidco receives from Peabody a duly completed and signed consent to be named in the Bidder’s Statement in accordance with section 636(3) of the Corporations Act in connection with:

(1)	the Peabody Information; and
(2)	Bidco’s intentions with respect to MCC (noting that Peabody, AM and Bidco will jointly agree the intentions to be set out in the Bidder’s Statement).

Peabody shall not unreasonably withhold or delay the giving of such consent.

5.4 AM Information

(a)	AM must provide to Bidco all information relating to AM and its Related Bodies Corporate which is required to be included in the Bidder’s Statement (AM Information), including a description of itself, the arrangements for satisfying the funding obligations of AM BV2 under clause 3 of this agreement and its intentions in relation to MCC.
(b)	Bidco must not lodge the Bidder’s Statement with ASIC unless and until Bidco receives from AM a duly completed and signed consent to be named in the Bidder’s Statement in accordance with section 636(3) of the Corporations Act in connection with:

(1)	the AM Information; and
(2)	Bidco’s intentions with respect to MCC (noting that Peabody, AM and Bidco will jointly agree the intentions to be set out in the Bidder’s Statement).

AM shall not unreasonably withhold or delay the giving of such consent.

5.5 Statements in the Bidder’s Statement

(a)	Peabody acknowledges that the Bidder’s Statement will include a statement to the effect that Peabody takes responsibility for the Peabody Information and that neither Holdco, Bidco, AM nor any member of the AM Group is responsible for the Peabody Information contained in the Bidder’s Statement.
(b)	To the extent permitted by law, Peabody indemnifies Holdco, Bidco and AM from and against any and all claims, actions, damages, losses, liabilities, costs, expenses or payments of whatever nature and however arising, which Holdco, AM or Bidco may suffer or incur by reason of or in relation to the Peabody Information contained in the Bidder’s Statement.
(c)	AM acknowledges that the Bidder’s Statement will include a statement to the effect that AM takes responsibility for the AM Information and that neither Holdco, Bidco, Peabody nor any member of the Peabody Group is responsible for the AM Information contained in the Bidder’s Statement.

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5 Bidder’s Statement

(d) To the extent permitted by law, AM indemnifies Holdco, Bidco and Peabody from and against any and all claims, actions, damages, losses, liabilities, costs, expenses or payments of whatever nature and however arising, which Holdco, Peabody or Bidco may suffer or incur by reason of or in relation to the AM Information contained in the Bidder’s Statement.

5.6 Updating information

(a)

AM and Peabody must each take all reasonable steps to ensure that the Bidder’s Statement be updated by all such further or new information which may arise after the Bidder’s Statement has been issued which is necessary to ensure that it is not misleading or deceptive in any material respect (whether by omission or otherwise), including by providing details of such information to Bidco as soon as possible.

(b)

Bidco must provide Peabody and AM with a reasonable opportunity to review and comment on drafts of any supplementary bidder’s statement and must give reasonable consideration to all comments made by Peabody and AM on drafts of any supplementary bidder’s statement.

5.7 Standstill

(a) Subject to clause 5.7(b), Peabody and AM must not, and must ensure that their respective Related Bodies Corporate and Associates (other than Holdco and Bidco) (alone or with others) do not:

(1)	acquire a Relevant Interest in any MCC Shares;
(2)	provide, or agree to provide, any consideration for MCC Shares under any purchase or agreement;
(3)	enter into any derivative or synthetic agreement, deed or other arrangement under which payments may be made that are referable (in whole or part) to the trading price, or the economic value, of MCC Shares; or
(4)	aid, abet, counsel, assist, facilitate or induce any other person in doing, or publicly announce that it will do, any of the things mentioned in this clause 5.7(a).

(b) Nothing in clause 5.7(a) prevents:

(1)	any party (or any of their respective Related Bodies Corporate or Associates) from taking any steps to implement the Offer;
(2)	any party (or any of their respective Related Bodies Corporate or Associates) acquiring a Relevant Interest in MCC Shares as a result of:

(A)	acceptances of the Offer;
(B)	the terms of this agreement; or
(C)	the terms of the Pre-Bid Acceptance Deed; or

(3) Bidco or Peabody (or any of their respective Related Bodies Corporate) acquiring a Relevant Interest in MCC Shares, for consideration per MCC Share which does not exceed the consideration per MCC Share set out in the Agreed Announcement, prior to the commencement of the Offer Period (including by way of on-market acquisitions, option agreements or pre-bid acceptance agreements) (any such shares, the New Peabody Shares), provided that, pursuant to the terms of the acquisition, Bidco is entitled (whether or not subject to the fulfilment of any conditions) to become

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registered as the sole legal and full beneficial owner of the relevant MCC Shares on or before the date the first Subscription Notice is given under clause 3.2(a).

6	Exclusivity arrangements
6.1	Prohibition

(a) During the Exclusivity Period, the parties must not, and must ensure that none of their respective Related Persons, directly or indirectly:

(1)

(no shop) solicit, invite, encourage or initiate (including by the provision of non-public information) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 6.1(a)(1); or

(2)

(no talk)

(A)	participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make or which would reasonably be expected to encourage or lead to the making of an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal;
(B)	negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal;
(C)	disclose any non-public information about the business or affairs of MCC or any Subsidiary of MCC to a Third Party (other than a Governmental Agency) with a view to obtaining or which would reasonably be expected to encourage or lead to receipt of an actual, proposed or potential Competing Proposal; or
(D)	communicate to any person an intention to do anything referred to in this clause 6.1(a)(2).

(b) (No participation in consortiums etc) Without limiting clause 6.1(a), during the Exclusivity Period:

(1)	the parties must not, and must ensure that none of their respective Related Bodies Corporate (alone or with others), directly or indirectly, participate in a consortium, joint bidding structure or other structure which is similar to the structure contemplated by this agreement in connection with an actual, proposed or potential Competing Proposal or agree to do anything in the foregoing;
(2)	AM must not, and must ensure that none of its Related Bodies Corporate (alone or with others), Deal or agree to Deal in any of the AM Shares, other than:

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6 Exclusivity arrangements

(A)	if the result of the Dealing is merely that AM BV2 holds the AM Shares in which case AM must ensure that AM BV2 does not Deal in any of the AM Shares;
(B)	entering into the Pre-Bid Acceptance Deed; and
(C)	AM BV2 accepting the Offer; and

(3) AM will vote the AM Shares against, or will ensure that the AM Shares are voted against, any Competing Proposal.

(c) (FIRB) Despite any other provision of this agreement, clause 6.1(b) is of no force or effect in relation to the Tranche B Shares only (and not, for the avoidance of doubt, in relation to the Tranche A Shares) unless and until one of the following matters has occurred:

(1)	Holdco or Bidco has received a written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), by or on behalf of the Treasurer of the Commonwealth of Australia stating that the Commonwealth Government does not object to the transactions contemplated by the Pre-Bid Acceptance Deed, either unconditionally or on terms that are acceptable to Holdco;
(2)	the Treasurer of the Commonwealth of Australia becomes precluded from making an order in relation to the transactions contemplated by the Pre-Bid Acceptance Deed under the FATA; or
(3)	if an interim order is made under the FATA in respect of the transactions contemplated by the Pre-Bid Acceptance Deed, the subsequent period for making a final order prohibiting the transactions contemplated by it elapses without a final order being made.

(d) For the avoidance of doubt, it is agreed that AM BV2 is, and shall be treated in this agreement as, a Related Body Corporate of AM.

6.2	Cease existing discussions
	During the Exclusivity Period, the parties will cease and will not recommence any discussions or negotiations existing before the entry into this agreement relating to any actual, proposed or potential Competing Proposal.
6.3	Notification of approaches

(a) During the Exclusivity Period, each party must as soon as possible notify the other parties in writing if it, or any of its Related Persons, becomes aware of any direct or indirect:

(1)	approach or attempt to initiate any negotiations or discussions, or intention to make such an approach or attempt to initiate any negotiations or discussions, in respect of any expression of interest, offer, proposal or discussion in relation to an actual Competing Proposal or a proposed or potential Competing Proposal; or
(2)	proposal made to it or any of its Related Persons, in connection with, or in respect of any exploration or completion of, an actual Competing Proposal or a proposed or potential Competing Proposal.

(b) A notification given under clause 6.3(a) must include details of:

(1) the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal and the nature and circumstances of the relevant approach or attempt (including details of what was said and by whom);

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(2)	all material terms and conditions of the actual, proposed or potential Competing Proposal;
(3)	the type of Competing Proposal involved; and
(4)	the form and aggregate amount of consideration proposed to be offered (including in the case of any securities that will form all or part of the consideration, whether the securities are proposed to be listed on any stock exchange).

(c) Except as required by law or the rules of any relevant stock exchange, AM must not make, and must ensure that none of its Related Bodies Corporate make, any announcements in relation to an actual, proposed or potential Competing Proposal without the prior written consent of Peabody and Bidco. If AM or any Related Body Corporate proposes to make any public announcement relating to an actual, proposed or potential Competing Proposal because it is required to do so by law or the rules of any relevant stock exchange, it shall provide Bidco and Peabody with a reasonable opportunity to review and comment on any such announcement, having regard to the urgency of its release, and give reasonable consideration to any comments made by Peabody and Bidco on any such announcement.

7	Director arrangements
7.1	Notifications
	At least 5 Business Days before the last day of the Offer Period, AM must notify Holdco and Bidco of the names of up to 2 persons it wishes to be appointed as directors of Holdco and Bidco from the first day after the end of the Offer Period and deliver to Holdco and Bidco a consent to act and notification of interests signed by each such person.
7.2	Board resolution
	Holdco and Bidco must ensure that a meeting of:

(a)	the directors of Bidco is convened and the appointment of each person notified under clause 7.1 as a director of Bidco is approved; and
(b)	the directors of Holdco is convened and the appointment of each person notified under clause 7.1 as a director of Holdco is approved,

	provided that a consent to act and notification of interests signed by each such person has been delivered to Holdco and Bidco.
7.3	Holdco constitution
	Peabody must procure that, on the first day after the end of the Offer Period, Holdco’s constitution is the Agreed Constitution.
7.4	Observer rights

(a)	Subject to clause 7.4(d), from the date of this agreement until the end of the Offer Period, AM and Peabody shall each have the right to have an observer present at Holdco and Bidco board meetings.
(b)	AM and Peabody shall notify each other party in writing of any person that it wishes to have appointed as its observer during the period referred to in clause 7.4(a).

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(c)	Holdco and Bidco shall ensure that any observer nominated by either AM or Peabody shall have reasonable notice of any Holdco or Bidco board meetings.
(d)	Any observer nominated by either AM or Peabody shall not be entitled to:

(1)	be present at any board meeting, or during part of any board meeting, if that person would not have been entitled to be so present if that person was a Holdco or Bidco director, including on the grounds of a conflict of interest; or
(2)	receive any information if to do so would or would reasonably be likely to result in the waiver of legal professional privilege.

8	Termination
8.1	Termination
	Subject to clause 8.2, this agreement will terminate automatically and with immediate effect if:

(a)	no party releases (or causes the release of) the Agreed Announcement to ASX during the Announcement Window;
(b)	AM or AM BV2 tenders the AM Shares into the Offer and AM advises Peabody and Holdco by written notice given to Peabody and Holdco before the expiration of the Offer Period that AM wishes to terminate this agreement (Termination Notice);
(c)	not all of the defeating conditions to the Offer have either been freed or fulfilled by the end of the Offer Period; or
(d)	Bidco is entitled to withdraw unaccepted Offers under the Takeover Bid and withdraws those unaccepted Offers in accordance with section 652A of the Corporations Act.

8.2	Effect of termination
	If this agreement is terminated under this clause 8 then:
(a)	each party is released from its obligations to further perform its obligations under this agreement, except those expressed to survive termination;
(b)	each party retains the rights it has against the others in respect of any breach of this agreement occurring before termination; and
(c)	the rights and obligations of each party under each of the following clauses and schedules will continue independently from the other obligations of the parties and survive termination of this agreement:

(1)	clause 1 (Definitions, interpretation and agreement components);
(2)	if this agreement is terminated under clause 8.1(b), clause 3 (Takeover Bid funding arrangements);
(3)	clause 6 (Exclusivity arrangements), provided that, if this agreement is terminated by AM pursuant to clause 8.1(b), Peabody, Holdco, Bidco and their respective Related Persons shall cease to be bound by clause 6;
(4)	clause 8 (Termination);

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(5)	if this agreement is terminated under clause 8.1(b), clause 9.1 (Mutual warranties) but only to the extent that the warranties in clause 9.1 are given by AM and AM BV2 and clause 9.2 (Warranties by AM);
(6)	clause 10 (Confidentiality);
(7)	clause 11 (Duties, costs and expenses), except for clause 11.4 if this agreement is terminated by AM pursuant to clause 8.1(b);
(8)	clause 12 (GST);
(9)	clause 13 (General); and
(10)	Schedule 2 (Transfer Steps).

8.3 Duties imposed as a result of termination

(a)

AM agrees to pay Peabody an amount equal to 50% of any Duties in any jurisdiction that may be suffered or incurred by a Peabody Party directly or indirectly as a result of or in connection with the termination of this agreement under clause 8.1 and the transactions and matters contemplated by clause 8.4 and 8.5. Such payment shall be made within 5 Payment Business Days of Peabody providing AM with evidence of such Duty becoming payable or having been paid. Peabody holds the benefit of this clause on trust for the benefit of each Peabody Party.

(b)

Peabody agrees to pay AM an amount equal to 50% of any Duties in any jurisdiction that may be suffered or incurred by an AM Party directly or indirectly as a result of or in connection with the termination of this agreement under clause 8.1 and the transactions and matters contemplated by clause 8.4 and 8.5. Such payment shall be made within 5 Payment Business Days of AM providing Peabody with evidence of such Duty becoming payable or having been paid. AM holds the benefit of this clause on trust for the benefit of each AM Party.

8.4 Automatic termination

(a) If this agreement is terminated under clause 8.1(a), 8.1(c) or 8.1(d), at 11.00am on the day that is 2 Payment Business Days after the date of termination at the Sydney offices of Freehills or at such other time or place agreed in writing by AM BV2, Peabody and Holdco (the Automatic Termination Completion Date):

(1)	AM BV2 must sell to Peabody (or its nominee), and Peabody must purchase (or must procure that its nominee shall purchase), the Holdco Shares issued to AM BV2 referred to in clause 3.1 clear and free of all Encumbrances and other third party rights or interests of any nature (whether legal or otherwise);
(2)	AM BV2 must deliver to Peabody (or its nominee) the share certificates or holding statements, and executed transfers in favour of Peabody (or its nominee), for the Holdco Shares issued to AM BV2 referred to in clause 3.1; and
(3)	subject to AM BV2 complying with its obligations under clause 8.4(a)(2), Peabody must pay (or must procure that its nominee shall pay) $2 to AM BV2 (or as directed by AM BV2) in immediately available funds, being the purchase price for the Holdco Shares issued to AM BV2 as referred to in clause 3.1.

(b) If this agreement is terminated under clause 8.1(a), 8.1(c) or 8.1(d), AM BV2 will be deemed to have represented and warranted in favour of Peabody on the Automatic Termination Completion Date that it transfers to Peabody (or its

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nominee) legal and beneficial title to the Holdco Shares issued to AM BV2 referred to in clause 3.1, free of any Encumbrances or third party rights or interests of any nature (whether legal or otherwise) and with all rights, including dividend rights, attached or accruing to them on and from the date of this agreement. AM BV2 gives no other express or implied warranties other than set out in this clause 8.4(b). All warranties implied by statute, general law or custom are excluded except to the extent that exclusion is prohibited by law.

8.5 Termination by AM

(a) If AM causes this agreement to be terminated under clause 8.1(b), at 11.00am on the third Payment Business Day after the Settlement Date or on an earlier date nominated in writing by Peabody to AM (Transfer Date), at the Sydney offices of Freehills or at such other time or place agreed in writing by AM and Peabody:

(1)	AM must sell to Peabody, and Peabody must purchase for the Purchase Price, the AM BV2 Shares clear and free clear of all Encumbrances and other third party interests of any nature (whether legal or otherwise);
(2)	subject to AM complying with its obligations in Schedule 2, Peabody must pay to AM as the Purchase Price for the AM BV2 Shares, in immediately available funds, an amount equal to the sum of:

(A)	the aggregate of all amounts received by Holdco from AM BV2 from the date of this agreement until the end of the Purchase Price Calculation Period pursuant to AM BV2’s obligations under clause 3.2 (Funding Amounts);
(B)	an amount equal to all interest paid or payable by AM on the Funding Amounts in respect of the Purchase Price Calculation Period; and
(C)	any utilisation fee paid or payable by AM in respect of the Funding Amounts, but excluding, for the avoidance of doubt, all arrangement and facility fees and other costs and expenses paid or payable by AM in respect of the Funding Amounts,

(the Purchase Price).

(b) AM must sell the AM BV2 Shares to Peabody together with all rights:

(1)	attached to them as at the date of this agreement; and
(2)	that accrue between the date of this agreement and the Transfer Date.

(c)	On or before the Transfer Date, AM and Peabody must carry out the steps referable to each of them in Schedule 2.
(d)	Title to and risk in the AM BV2 Shares will pass to Peabody on the Transfer Date when AM and Peabody have performed the obligations under Schedule 2.
(e)	If AM causes this agreement to be terminated under clause 8.1(b), AM BV2 irrevocably directs Bidco to pay to AM (or as AM directs), in immediately available funds, all amounts payable to AM BV2 under the Offer.
(f)	Peabody may direct AM to transfer the AM BV2 Shares to an entity it nominates in writing at least 3 Business Days before the Transfer Date. In that event, references to ‘Peabody’ in this clause 8.5 shall be deemed to be references to the entity so nominated (except for the references contained in clauses 8.5(a)(2) and 8.5(g)).

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(g) If AM causes this agreement to be terminated under clause 8.1(b), AM shall promptly indemnify Peabody (and each of its Related Bodies Corporate and Peabody’s nominee (if any)), Bidco, Holdco and AM BV2 from and against:

(1)	(Prior Duties) except as provided for in clause 8.3, any and all Duties in any jurisdiction imposed on AM BV2, or in respect of which AM BV2 became liable, in any such case on or before the Transfer Date, or which otherwise directly or indirectly relate to matters, events or circumstances that occurred or arose on or before the Transfer Date, including any and all Duties arising as a direct or indirect result of the transfer of the AM Shares from AM to AM BV2. For the avoidance of doubt, AM will not be liable under this paragraph (1) for any Duties in any jurisdiction which result from or are connected with the termination of this agreement under clause 8.1 and the transactions and matters contemplated by this clause 8.5;
(2)	(Taxes relating to the period before termination) any and all Taxes in any jurisdiction imposed on AM BV2, or in respect of which AM BV2 became liable, in any such case on or before the Transfer Date, or which otherwise directly or indirectly relate to matters, events or circumstances that occurred or arose on or before the Transfer Date, including any and all Taxes arising as a direct or indirect result of (i) the transfer of the AM Shares from AM to AM BV2 or (ii) the transfer of the AM Shares to Bidco as a result of an acceptance of the Offer; and
(3)	(Other losses) any and all claims, actions, damages, losses, liabilities, costs, expenses or payments of whatever nature and however arising and in whichever jurisdiction, which Peabody or a Related Body Corporate or Peabody’s nominee (if any) may suffer or incur as a direct or indirect result of any of the representations and warranties in clause 9.1 and 9.2 being untrue.

	Peabody holds the benefit of this clause on trust for the benefit of each of its Related Bodies Corporate and its nominee (if any).
(h)	Following the payment of the Purchase Price, Peabody shall have no further liability to AM in connection with the termination of this agreement under clause 8.1(b), except to the extent provided for in clause 9.2(a).
(i)	For the purposes of this agreement:

(1) Settlement Date means the later of:

(A)	the date which is 90 days after the date on which the Termination Notice is given to Peabody and Holdco; or
(B)	if on or after the date on which the Termination Notice is given to Peabody and Holdco but before the date referred to in clause 8.5(i)(1)(A), a GFC Event occurs, the date which is 120 days after the date on which the Termination Notice is given to Peabody and Holdco; and

(2) Purchase Price Calculation Period means the period commencing on the date on which the Termination Notice is given to Peabody and Holdco and ending on the earlier of:

(A)	the Settlement Date; and
(B)	the date which is 3 Payment Business Days before any earlier date nominated by Peabody pursuant to the introductory paragraph of this clause 8.5(a).

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(j) AM agrees to procure that from the time this agreement is entered into until the later of the end of the Offer Period or, AM causes this agreement to be terminated under clause 8.1(b), the Transfer Date (each inclusive):

(1)	AM BV2 does not commence trading or have any function or operations other than the holding of Holdco Shares;
(2)	AM BV2 does not acquire any assets (excluding cash), except for the Holdco Shares issued or to be issued to it under the terms of this agreement or incur any liabilities or engage the services of any employees; and
(3)	AM BV2 does not enter into any agreement, arrangement or understanding, except for this agreement and the Shareholders’ Deed.

9	Warranties
9.1	Mutual warranties
	Each party represents and warrants to each other party as at the date of this agreement and on each day until the end of the Offer Period (each inclusive) that:

(a)	(validly existing) it is a validly existing corporation registered under the laws of its place of incorporation;
(b)	(authority) the execution and delivery of this agreement has been properly authorised by all necessary corporate action by it;
(c)	(power) it has full corporate power and lawful authority to execute, deliver and perform this agreement and to consummate and perform or cause to be performed its obligations under this agreement in accordance with its terms;
(d)	(binding obligations) subject to laws generally affecting creditors’ rights and the principles of equity, this agreement constitutes legal, valid and binding obligations on it; and
(e)	(no default) this agreement does not conflict with or result in the breach of or a default under any provision of its constitution or any writ, order or injunction, judgment, law, rule or regulation to which it is party or subject or by which it is bound.

9.2	Warranties by AM
	AM represents and warrants in favour of Peabody, Holdco and Bidco as at the date of this agreement and on each day until the end of the Offer Period or, if a Termination Notice has been given, until the Transfer Date (in each case, each inclusive) that:

(a)	(ownership) it is the legal and full beneficial owner of the AM Shares (subject to the proposed transfer of its AM Shares to AM BV2, the terms of this agreement and the Offer after AM BV2 accepts the Offer) and neither it, nor any Related Body Corporate nor any Associate (other than a party to this agreement) has a Relevant Interest in any other MCC Shares;
(b)	(Encumbrances) except for AM BV2’s Relevant Interest in the AM Shares, the AM Shares are:

(1) free of all Encumbrances and other third party rights or interests of any nature (whether legal or otherwise) (subject to the terms of the Offer after it accepts the Offer);

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(2) free from restrictions on transfer of any nature (whether legal or otherwise); and

(3) fully paid and no money is owing to MCC in respect of the AM Shares;

(c)	(compliance with laws) other than as contemplated under this agreement or by any of the conditions in the Agreed Announcement, no approvals are required to be obtained by AM or any of its Related Bodies Corporate under any law, rule or regulation to perform and observe its obligations under this agreement;
(d)	(MCC Shares) as at the date of this agreement, neither it nor any of its Related Bodies Corporate nor any of its Associates (other than a party to this agreement):

(1)	has a Relevant Interest in any MCC Shares (other than the AM Shares) and that the AM Shares are the only MCC Shares in which it and its Related Bodies Corporate and its Associates (other than a party to this agreement) have a Relevant Interest;
(2)	is a party to any derivative or synthetic agreement, deed or other arrangement under which payments may be made that are referable (in whole or part) to the trading price, or the economic value, of MCC Shares; or
(3)	has provided, or agreed to provide, any consideration for MCC Shares under any purchase or agreement during the 4 month period ending on the date of this agreement;

(e)

(provision of information) subject to any obligations of confidence or other restrictions imposed by contract, law, regulation or order of any Governmental Agency, AM has not, so far as AM’s members of the AM deal team are aware, before the entry into this agreement, deliberately withheld from Peabody, Holdco or Bidco any information relating to MCC that would reasonably be expected to materially affect the decision of Peabody, Holdco or Bidco to invest in MCC, other than information that is the subject of legal professional privilege and other than information the disclosure of which would prejudice AM’s legitimate commercial business interests (including board papers and subjective internal assessments of value) and which no reasonable commercial business person would expect AM to disclose to Peabody;

(f)

(existing shares)

(1)	AM is the legal and beneficial owner of the AM BV2 Shares;
(2)	the AM BV2 Shares comprise all of the equity interests in AM BV2, have been validly issued, are fully paid and no money is owing in respect of them;
(3)	other than the terms of the AM BV2 Shares, no agreement, arrangement, or understanding has been entered into or made to issue further equity interests in AM BV2 and no instruments or other rights exist which may convert into, or result in the issuance of, any equity interests in AM BV2;
(4)	only Peabody is entitled to acquire any equity interest in AM BV2, and such entitlement is on the terms and conditions of this agreement;
(5)	AM owns all the equity interests in the capital of AM BV2, and no one other than Peabody will have a right to acquire any shares in the capital of AM BV2; and
(6)	on the Transfer Date, Peabody will acquire the full legal and beneficial ownership of the AM BV2 Shares free and clear of all Encumbrances and other third party interests of any nature (whether legal or

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otherwise), subject to registration of Peabody in the register of members of AM BV2;

(g)	(no trading) AM BV2 had not commenced trading and has, and has had, no function or operations other than the holding of Holdco Shares;
(h)	(assets and liabilities) AM BV2 has no assets, except for cash and the Holdco Shares issued or to be issued to it under the terms of this agreement and AM BV2 has no liabilities or employees. The Holdco Shares issued or to be issued to AM BV2 under the terms of this agreement will held by AM BV2 free and clear of all Encumbrances and other third party rights or interests of any nature (whether legal or otherwise) and AM BV2 will be the legal and beneficial owner of the Holdco Shares issued or to be issued to AM BV2 under the terms of this agreement; and
(i)	(agreements) AM BV2 has not entered into any agreement, arrangement or understanding, except for this agreement and the Shareholders’ Deed.

9.3	Warranties by Peabody
	Peabody represents and warrants in favour of AM as at the date of this agreement and on each day until the end of the Offer Period (each inclusive) that:

(a) (Encumbrances) the Holdco Shares that are issued to AM BV2 under this agreement will:

(1)	be free of all Encumbrances and other third party rights or interests of any nature (whether legal or otherwise);
(2)	rank equally in all respects with the other Holdco Shares; and
(3)	be issued as fully paid;

(b)	(solvency) Holdco is solvent and able to pay its debts as and when they fall due (other than as a result of any default by AM of its obligations pursuant to clause 3);
(c)	(Peabody Shares) either it or Bidco is the legal and beneficial owner of the Peabody Shares; and
(d)	(provision of information) subject to any obligations of confidence or other restrictions imposed by contract, law, regulation or order of any Governmental Agency, Peabody has not, so far as Peabody’s members of the Peabody deal team are aware, before the entry into this agreement, deliberately withheld from AM any information relating to MCC that would reasonably be expected to materially affect the decision of AM to reinvest in MCC, other than information that is the subject of legal professional privilege and other than information the disclosure of which would prejudice Peabody’s legitimate commercial business interests (including board papers and subjective internal assessments of value) and which no reasonable commercial business person would expect Peabody to disclose to AM.

9.4	Warranties by Peabody, Holdco and Bidco
	Peabody, Holdco and Bidco each represent and warrant in favour of AM as at the date of this agreement and on each day until the end of the Offer Period (each inclusive) that:

(a) (compliance with laws) other than as contemplated under this agreement or in the Agreed Announcement, no approvals are required to be obtained by Peabody, Holdco or Bidco or by any Related Body Corporate of any of them under any law, rule or regulation to perform and observe their obligations under this agreement;

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(b) (MCC Shares) as at the date of this agreement, none of them nor any Related Body Corporate nor any Associates of any of them (other than a party to this agreement):

(1)	has a Relevant Interest in any MCC Shares (other than the AM Shares, the Peabody Shares and any New Peabody Shares);
(2)	is a party to any derivative or synthetic agreement, deed or other arrangement under which payments may be made that are referable (in whole or part) to the trading price, or the economic value, of MCC Shares; or
(3)	has provided, or agreed to provide, any consideration for MCC Shares (other than the AM Shares, the Peabody Shares and any New Peabody Shares) under any purchase or agreement during the 4 month period ending on the date of this agreement;

(c) (existing shares)

(1)	at the date of this agreement, Peabody owns all the Holdco Shares;
(2)	at the date of this agreement, the entire issued share capital of Holdco comprises 2 Holdco Shares;
(3)	only Peabody and AM BV2 will, before the end of the Offer Period, be entitled to acquire Holdco Shares, and such entitlement will be on the terms and conditions of this agreement only; and
(4)	Holdco owns all the shares in the capital of Bidco, and no one other than Holdco will have a right to acquire any shares in the capital of Bidco before the end of the Offer Period; and

(d) (no trading) as at the date of this agreement, neither Holdco nor Bidco had commenced trading and neither had any assets or liabilities.

9.5 Reliance on representations and warranties

(a)	Each party acknowledges that no party (nor any person acting on its behalf) has made any representation, warranty or other inducement to it to enter into this agreement, except for representations, warranties or inducements expressly set out in this agreement.
(b)	Each party acknowledges and confirms that it does not enter into this agreement in reliance on any representation, warranty or other inducement by or on behalf of any other party, except for any representation, warranty or inducement expressly set out in this agreement.

9.6	Notification
	Each party will promptly advise the other parties in writing if it becomes aware of any fact, matter or circumstance that constitutes or may constitute a breach of any of the representations and warranties given by it under this agreement.
9.7	Independent warranties

Each of the representations and warranties in this agreement is to be construed independently of the others and is not limited by reference to any other representation or warranty.

page 32

10 Confidentiality

10 Confidentiality

(a)	Each party acknowledges and agrees that it continues to be bound by the Confidentiality Agreement in respect of all information received by it from the other party before or after the date of this agreement.
(b)	The rights and obligations of the parties under the Confidentiality Agreement survive termination of this agreement.

11	Duties, costs and expenses
11.1	Duties
	Holdco must pay all Duty in respect of the execution, delivery and performance of this agreement, unless otherwise provided for in this agreement.
11.2	Parties to pay own other costs

(a)	Except as set out in clause 11.1 and 11.3, and unless otherwise provided for in this agreement, each party must pay its own costs and expenses in respect of the negotiation, preparation, execution, delivery and registration of this agreement and any other agreement or document entered into or signed under this agreement or in connection with the Offer.
(b)	Any action to be taken by any party in performing its obligations under this agreement must be taken at its own cost and expense unless otherwise provided in this agreement.

11.3 Common advisory costs

(a)

Peabody will pay directly 100% of, and AM will reimburse Peabody 40% of, any legal, accounting, tax, financial, facilitation and other advisory fees and disbursements of common advisors or service providers (each a Jointly Retained Party) to Peabody, AM, Holdco and Bidco in connection with the transactions contemplated by this agreement, including the Offer, whose appointment as a Jointly Retained Party is, and the terms of that appointment are, agreed in writing between Peabody and AM.

(b)

AM will reimburse Peabody for 40% of the fees and disbursements of the Jointly Retained Parties within 2 Payment Business Days of Peabody providing AM with evidence of such fees and disbursements being paid.

11.4 Break fees and other payments

(a) If MCC pays Holdco or Bidco any break fee (or similar consideration) in connection with the Offer:

(1)	60% of the amount of that break fee must be paid to Peabody in immediately available funds within 2 Payment Business Days of Holdco or Bidco receiving the break fee; and
(2)	40% of the amount of that break fee must be paid to AM in immediately available funds within 2 Payment Business Days of Peabody, Holdco or Bidco receiving the break fee.

page 33

12 GST

(b) If Holdco or Bidco receives any payments (other than any break fee or similar consideration which is captured by clause 11.4(a)), damages or reimbursements from MCC which relate to the Offer:

(1)	60% of the amount of that payment, damages or reimbursement must be paid to Peabody in immediately available funds within 2 Payment Business Days of Holdco or Bidco receiving the payment, damages or reimbursement; and
(2)	40% of the amount of that payment, damages or reimbursement must be paid to AM in immediately available funds within 2 Payment Business Days of Holdco or Bidco receiving the payment, damages or reimbursement.

(c)	If Peabody receives any of the payments contemplated pursuant to clause 11.4(a) or clause 11.4(b) directly from MCC, then Peabody must within 2 Payment Business Days pay 40% of those to AM.
(d)	If AM receives any of the payments contemplated pursuant to clause 11.4(a) or clause 11.4(b) directly from MCC, then AM must within 2 Payment Business Days pay 60% of those to Peabody.

12	GST
12.1	Definitions
	Words used in this clause 12 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.
12.2	GST

(a)	Unless expressly included, the consideration for any supply under or in connection with this agreement does not include GST.
(b)	To the extent that any supply made under or in connection with this agreement is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under this agreement for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.
(c)	Whenever an adjustment event occurs in relation to any taxable supply to which clause 12.2(b) applies:

(1)	the supplier must determine the amount of the GST component of the consideration payable; and
(2)	if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

12.3	Tax invoices
	The supplier must issue a tax invoice to the recipient of a supply to which clause 12.2 applies no later than 10 days following payment of the GST inclusive consideration for that supply under that clause.

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13 General

12.4	Reimbursements
	If either party is entitled under this agreement to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with this agreement, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its representative member.
13	General
13.1	Notices

(a) Any notice or other communication (including any request, demand, consent or approval) to or by a party to this agreement must be in legible writing and in English addressed as shown below (or as specified to the sender by any party by notice):

Party	Address	Attention	Facsimile
Peabody	Level 13, BOQ Centre, 259 Queen	The Company Secretary with a copy to Freehills:	+61 7 3225 5555
	Street, Brisbane	Attention:
	QLD 4000	Tony Damian / Andrew Rich Address:
		Level 32, MLC Centre, 19 Martin Place, Sydney NSW 2000 Australia Fax:
		+61 2 9322 4000
Holdco	Level 13, BOQ Centre, 259 Queen	The Company Secretary with a copy to Freehills:	+61 7 3225 5555
	Street, Brisbane	Attention:
	QLD 4000	Tony Damian / Andrew Rich
		Address: Level 32, MLC Centre, 19 Martin Place, Sydney NSW 2000 Australia Fax:
		+61 2 9322 4000
Bidco	Level 13, BOQ Centre, 259 Queen	The Company Secretary with a copy to Freehills:	+61 7 3225 5555
	Street, Brisbane
	QLD 4000	Attention:

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13 General

Party	Address	Attention	Facsimile
		Tony Damian / Andrew Rich Address:
		Level 32, MLC Centre, 19 Martin Place, Sydney NSW 2000 Australia Fax:
		+61 2 9322 4000
AM	Eemhavenweg 70, 3089 KH Rotterdam, Netherlands	Carole Whittall with a copy to the London office of AM:	+44 20 7629 5351
		Attention: Carole Whittall Address:
		7th Floor Berkeley Square House, Berkeley Square, London W1J 6AD with a further copy to Mallesons Stephen Jaques:
		Attention:
		David Friedlander / Paul Schroder Address:
		Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 Fax:
		+61 2 9296 3999
AM BV2	Eemhavenweg 70, 3089 KH Rotterdam, Netherlands	Carole Whittall with a copy the London office of AM BV2:	+44 20 7629 5351
		Attention: Carole Whittall Address:
		7th Floor Berkeley Square House, Berkeley Square, London W1J 6AD with a further copy to Mallesons Stephen Jaques:
		Attention:
		David Friedlander / Paul Schroder Address:
		Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 Fax:
		+61 2 9296 3999

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13 General

	If the sender is a company, the notice or communication must be signed by an officer or under the common seal of the sender.
(b)	A notice or communication given in accordance with clause 13.1(a) can be relied on by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.
(c)	Any notice or other communication to or by a party to this agreement is regarded as being given by the sender and received by the addressee:

(1)	if by delivery in person, when delivered to the addressee;
(2)	if by post within Australia, 4 Business Days from and including the date of postage;
(3)	if by post to or from a place outside Australia, 7 Business Days from and including the date of postage;
(4)	if by facsimile transmission, when a facsimile confirmation receipt is received indicating successful delivery,

	but if the delivery or receipt is on a day that is not a Business Day or is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following Business Day.
(d)	A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after the transmission is received or regarded as received under clause 13.1(c) and informs the sender that it is not legible.
(e)	In this clause 13.1, reference to an addressee includes a reference to an addressee’s officers, agents or employees.

13.2 Governing law and jurisdiction

(a)	This agreement is governed by the laws of New South Wales.
(b)	Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

13.3 Service of process

(a)

Without preventing any other mode of service, any document in an action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under clause 13.1.

(b)

AM irrevocably appoints Mallesons Stephen Jaques (attention: David Friedlander / Paul Schroder) of Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising out of this agreement. If Mallesons Stephen Jaques ceases to be able to act as such or have an address in Australia, AM agrees to appoint a new process agent in Australia and delver to the other parties within 2 Business Days a copy of a written acceptance of

page 37

13 General

	appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this agreement. AM must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.
(c)	AM BV2 irrevocably appoints Mallesons Stephen Jaques (attention: David Friedlander / Paul Schroder) of Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising out of this agreement. If Mallesons Stephen Jaques ceases to be able to act as such or have an address in Australia, AM BV2 agrees to appoint a new process agent in Australia and delver to the other parties within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this agreement. AM BV2 must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.
(d)	Peabody irrevocably appoints Freehills (attention: Tony Damian / Andrew Rich) of Level 32, MLC Centre, 19 Martin Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising out of this agreement. If Freehills ceases to be able to act as such or have an address in Australia, Peabody agrees to appoint a new process agent in Australia and delver to the other parties within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this agreement. Peabody must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.

13.4 Waivers and variation

(a) A provision of, or a right, discretion or authority created under, this agreement may not be:

(1)	waived except in writing signed by the party granting the waiver; and
(2)	varied except in writing signed by the parties,

except to the extent this agreement expressly provides otherwise.

(b) A failure or delay in exercise, or partial exercise, of a power, right, authority, discretion or remedy arising from a breach of, or default under this agreement does not result in a waiver of that right, power, authority, discretion or remedy.

13.5	Assignment
	A party may not assign its rights or delegate its obligations under this agreement without the written consent of each other party.
13.6	Further assurances
	Subject to clause 10, each party must do all things and execute all further documents reasonably necessary to give full effect to this agreement and the transactions contemplated by it.
13.7	Approvals and consent
	If the doing of any act, matter or thing under this agreement is dependent on the approval or consent of a party, that party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion, unless this agreement expressly provides otherwise.

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13 General

13.8	Remedies cumulative
	Except as provided in this agreement and permitted by law, the rights, powers and remedies provided in this agreement are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of this agreement.
13.9	Counterparts
	This agreement may be executed in any number of counterparts which together will constitute one instrument. A party may execute this agreement by signing any counterpart.
13.10	Prohibition and enforceability
	Any provision of, or the application of any provision of, in this agreement that is void, illegal or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity, illegality or unenforceability, without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
13.11	No merger
	The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.
13.12	Entire agreement
	This agreement, the Shareholders’ Agreement, the Pre-Bid Acceptance Deed and the Deed of Guarantee embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, with respect to the subject matter of this agreement other than the Confidentiality Agreement.
13.13	Contra proferentem excluded
	No term or condition of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision.
13.14	Specific performance

(a) AM and AM BV2 each acknowledge that monetary damages alone would not be adequate compensation:

(1)	to Holdco for a breach by AM or AM BV2 of their obligations to complete the sale of the AM Shares in accordance with clause 8.5; and
(2)	to Peabody for a breach by AM or AM BV2 of their obligations to complete the sale of the AM BV2 Shares in accordance with clause 8.5,

	under this agreement and that accordingly specific performance of those obligations is an appropriate remedy.
(b)	Peabody acknowledges that monetary damages alone would not be adequate compensation to AM for a breach by Peabody of its obligations to complete the purchase of the AM Shares in accordance with clause 8.5 under this agreement

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13 General

and that accordingly specific performance of those obligations is an appropriate remedy.

13.15	Attorneys
	If this agreement is executed by attorneys, each of the attorneys executing this agreement states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

page 40

Schedules

Table of contents
Schedule 1
Agreed Announcement	42
Transfer steps	44

page 41

Schedule 1

Agreed Announcement

Takeover bid for Macarthur Coal Limited

Peabody Energy Corporation (Peabody) (NYSE: BTU) and ArcelorMittal S.A. (ArcelorMittal) (NYSE: MT) today announce that they intend jointly to make an off-market takeover bid for all of the shares in Macarthur Coal Limited (Macarthur) (ASX: MCC) at a price of A$15.50 per share (inclusive of any dividends declared or paid after the date of this announcement).

The conditions of the proposed takeover bid are set out in the attached Annexure.

The takeover bid will be made by a special purpose company (Bidco), which is indirectly owned as to 60% by Peabody and as to 40% by ArcelorMittal.

Bidco currently has a relevant interest in approximately 16.1% of the shares in Macarthur as a result of entering into a pre-bid acceptance deed with ArcelorMittal.

Further details in relation to the joint takeover bid will be released to the market in due course.

Peabody has engaged UBS and Bank of America Merrill Lynch as its financial advisers and Freehills as its Australian legal adviser in relation to the takeover. ArcelorMittal has engaged RBC as its financial adviser and Mallesons Stephen Jaques as its Australian legal adviser in relation to the takeover.

[•] 2011

*****************

Annexure — Bid conditions

[To be attached. The parties agree that the conditions to this announcement are those
conditions that have been agreed in writing between them.]

page 42

Schedule 2

Transfer steps

1 Pre-transfer steps

(a)	At least 2 Business Days before the Transfer Date, Peabody must notify AM of the address to which the registered office of AM BV2 is to be changed following completion of the sale of the AM BV2 Shares.
(b)	On or before the Transfer Date:

(1)	AM must approve and resolve, subject to completion of the sale of the AM BV2 Shares occurring, the resignations of the existing directors and officers of AM BV2; and
(2)	AM must ensure that the directors of AM BV2 approve and resolve, subject to completion of the sale of the AM BV2 Shares occurring):

(A)	the change of the registered office of AM BV2 to an address nominated in writing by Peabody; and
(B)	the revocation of all existing mandates for the operation of bank accounts by AM BV2 and the replacement of those mandates with the mandates approved in writing by Peabody.

(b) Before the Transfer Date:

(1)	AM and AM BV2 will deliver to a Dutch civil law notary executed powers of attorney authorising the notary to execute a deed of transfer relating to the transfer of the AM BV2 Shares to Peabody (or its nominee); and
(2)	Peabody will deliver to the same Dutch civil law notary executed powers of attorney authorising the notary to execute the deed of transfer.

2	AM’s obligations on the Transfer Date
	On the Transfer Date:

(a)	AM and AM BV2 shall instruct the Dutch civil law notary to execute the deed of transfer of the AM BV2 Shares and shall take all such further actions and execute all such further documents as shall be necessary to fully effect the transfer of the AM BV2 Shares by AM to Peabody (or its nominee); and
(b)	AM must give Peabody (or its nominee):

(1)	all documents necessary to fully effect the transfer of the AM BV2 Shares to Peabody (or its nominee);
(2)	signed resignations of each director and officer of AM BV2;
(3)	the corporate documents, all prescribed registers, all statutory, minute and other business records of AM BV2;

Schedule 2 Transfer steps o

(4)	all ledgers, journals and books of account of AM BV2;
(5)	all cheque books of each AM BV2 and a list of all bank accounts maintained by AM BV2;
(6)	all documents of title in the possession of AM BV2 relating to the ownership of AM BV2’s Holdco Shares; and
(7)	all other books, records, accounts and other documents of AM BV2.

3	Peabody’s obligations on the Transfer Date
	Upon compliance by AM with the provisions of paragraph 2 of this Schedule 2, on the Transfer Date, Peabody shall:

(a)	pay the Purchase Price;
(b)	instruct the Dutch civil law notary to execute the deed of transfer of the AM BV2 Shares and shall take all such further actions and execute all such further documents as shall be necessary to fully effect the transfer of the AM BV2 Shares by AM to Peabody (or its nominee);
(c)	appoint new directors of AM BV2 immediately after execution of the deed of transfer of the AM BV2 Shares.

page 44

Signing page

	Executed as an agreement Signed for Peabody Acquisition Co. No. 3 Pty Ltd in accordance with section 127 of the Corporations Act 2001 (Cth) by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby

	Signed for Peabody Acquisition Co. No. 2 Pty Ltd in accordance with section 127 of the Corporations Act 2001 (Cth) by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	/Company Secretary
print name	Murray Hundleby

page 45

Signing page

	Signed for Peabody Acquisition Co. No. 4 Pty Ltd in accordance with section 127 of the Corporations Act 2001 (Cth) by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby

	Signed for ArcelorMittal Netherlands B.V. by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Guillame Vercaemer
	Witness
print name	Guillame Vercaemer

Signing page

	Signed for ArcelorMittal Mining Australasia B.V. by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Guillame Vercaemer
	Witness
print name	Guillame Vercaemer

page 47

EX-10.2

Exhibit 10.2

Peabody Acquisition Co. No. 4 Pty Ltd (ACN 152 004 772)	29 July 2011
Attention: The Directors
Level 13, BOQ Centre
259 Queen Street
Brisbane, Queensland 4000

	Dear Sirs
	Pre-bid acceptance deed
1	Acceptance
	Subject to the terms and conditions of this deed, in consideration of A$10 (which is payable on demand), we, ArcelorMittal Netherlands B.V. (AM), agree to procure the acceptance by ArcelorMittal Mining Australasia B.V. (or by another directly or indirectly wholly owned subsidiary of ArcelorMittal S.A.) (AM BV2) of an offer under a takeover bid by Peabody Acquisition Co. No. 4 Pty Ltd (ACN 152 004 772) (Bidco) in relation to Macarthur Coal Ltd (ACN 096 001 955) (MCC) for:

• 45,313,851 fully paid ordinary shares in MCC (Tranche A Shares); and

• 3,238,211 fully paid ordinary shares in MCC (Tranche B Shares).

2	Pre-condition
	This deed will only take effect if any of Peabody Acquisition Co. No. 2 Pty Ltd (ACN 146 797 417), AM or Bidco releases the Agreed Announcement (as defined in the Co-operation and contribution agreement between ourselves and others dated on or about the date of this deed (CCA)) to the ASX at any time during the Announcement Window (as defined in the CCA) under which Bidco publicly proposes to make offers under a takeover bid for all the ordinary shares in MCC (the Offer).
3	Condition for acceptance in relation to Tranche B Shares
	In relation to the Tranche B Shares only, despite any other provision in this deed, this deed is of no force or effect unless and until one of the following matters has occurred:
(a)	Bidco has received a written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), by or on behalf of the Treasurer of the Commonwealth of Australia stating that the Commonwealth Government does not object to the transactions contemplated by this deed, either unconditionally or on terms that are acceptable to Bidco;
(b)	the Treasurer of the Commonwealth of Australia becomes precluded from making an order in relation to the transactions contemplated by this deed under the FATA; or
(c)	if an interim order is made under the FATA in respect of the transactions contemplated by this deed, the subsequent period for making a final order prohibiting the transactions contemplated by this deed elapses without a final order being made.
4	Acceptance
(a)	We will procure that AM BV2 accepts the Offer, in accordance with the terms of the Offer, in relation to all of the Tranche A Shares by no later than the second business day after the date on which Bidco notifies ASX (such date being, the Relevant Date) that the aggregate of the MCC shares:

(1)	in which Bidco has a relevant interest; and
(2)	for which the acceptance collection agent under any institutional acceptance facility relating to the Offer has received acceptance instructions in respect of the Offer,

page 1

	represents at least 50.01% of the MCC shares (on a fully diluted basis). For the avoidance of doubt, for the purposes of the foregoing, Bidco shall be treated as having a relevant interest in the Tranche A Shares and the Tranche B Shares.
(b)	Subject to the happening of one of the matters listed in paragraph 3, we will procure that AM BV2 accepts the Offer, in accordance with the terms of the Offer, in relation to all the Tranche B Shares by the later of:

(1)	the second business day after the Relevant Date; and
(2)	the second business day after the day on which one of the matters listed in paragraph 3 occurs.

(c)	Once AM BV2 accepts the Offer in respect of the Tranche A Shares or the Tranche B Shares we will procure that AM BV2 does not withdraw its acceptance, even if AM BV2 may be permitted to do so by law, under the terms of the Offer or otherwise.
5	Appointment of attorney
	To secure the performance of our obligations under this deed, we irrevocably appoint any director for the time being of Bidco to be our attorney in our name and on our behalf to execute any acceptance and transfer forms and to do such other acts and things as may be necessary to accept (or procure the acceptance of) the Offer in respect of the Tranche A Shares and the Tranche B Shares. However, this appointment only takes effect if we fail to comply with our obligations to procure that AM BV2 accepts the Offer.
6	Warranty
	We represent and warrant to Bidco that we are the legal and full beneficial owner of the Tranche A Shares and the Tranche B Shares free of encumbrances, with full power and authority to enter into and complete this deed without the consent of any other person. We further represent and warrant to Bidco that on the date referred to in paragraph 4 on which AM BV2 is due to accept the Offer, AM BV2 will be the legal and full beneficial owner of the Tranche A Shares and the Tranche B Shares free of encumbrances, with full power and authority to accept the Offer without the consent of any other person.
7	Termination
	This deed will automatically terminate if:
(a)	Bidco is entitled to withdraw the Offer and withdraws the Offer in accordance with section 652A of the Corporations Act 2001 (Cth); or
(b)	at the end of the offer period, not all of the defeating conditions to the Offer have been freed or fulfilled.
8	General
(a)	Any date, time or period referred to in this deed shall be of the essence.
(b)	We agree that damages would not be an adequate remedy for breach of any of our undertakings in this deed and that accordingly specific performance of any of our undertakings in this deed is an appropriate remedy.
(c)	Any term defined in the Corporations Act 2001 (Cth) has the same meaning in this deed.
(d)	A reference to a “business day” means a day on which banks are open for business in Brisbane (other than a Saturday, Sunday or public holiday in Brisbane).
(e)	This deed is governed by the laws of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.
(f)	This deed may be executed in counterparts.

page 2

	Executed as a deed Signed for ArcelorMittal Netherlands B.V. by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Paul Schroder
	Witness
print name	Paul Schroder

	Signed, sealed and delivered for Peabody Acquisition Co. No. 4 Pty Ltd (ACN 152 004 772) by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby

page 3

EX-10.3

Exhibit 10.3

Deed

Execution copy

Deed of Guarantee

Peabody Energy Corporation

ArcelorMittal S.A.

ArcelorMittal Netherlands B.V.

ArcelorMittal Mining Australasia B.V.

Peabody Acquisition Co. No. 3 Pty Ltd

Peabody Acquisition Co. No 2 Pty Ltd

tony.damian@freehills.com

MLC Centre Martin Place Sydney NSW 2000 Australia	Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000
GPO Box 4227 Sydney NSW 2001 Australia	www.freehills.com DX 361 Sydney
Sydney Melbourne Perth Brisbane Singapore	Associated offices in Jakarta Beijing Shanghai Hanoi Ho Chi Minh City

Deed of Guarantee
Date ► 29 July 2011
Between the parties
Peabody	Peabody Energy Corporation
	of 701 Market Street, St. Louis, Missouri, United States of America, 63101
	(Peabody)
Peabody Shareholder	Peabody Acquisition Co. No. 2 Pty Ltd
	ACN 146 797 417 of Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000
	(Peabody Shareholder)
ArcelorMittal	ArcelorMittal S.A.
	of 19 avenue de la Liberté, L-2930 Luxembourg City, Luxembourg
	(ArcelorMittal)
AM	ArcelorMittal Netherlands B.V.
	of Eemhavenweg 70, 3089 KH Rotterdam, Netherlands
	(AM)
AM BV2	ArcelorMittal Mining Australasia B.V.
	of Eemhavenweg 70, 3089 KH Rotterdam, Netherlands
	(AM BV2)
Holdco	Peabody Acquisition Co. No. 3 Pty Ltd
	ACN 152 004 398 of Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000
	(Holdco)
Recitals	1     Holdco, a subsidiary of Peabody Shareholder and an indirect subsidiary of Peabody, owns all the shares in Bidco.
	2     Bidco may propose to make an off-market takeover bid for all of

Parties

	the shares on issue in Macarthur Coal Limited (Macarthur) (the Takeover Bid).
	3     Holdco, Bidco, AM, AM BV2 and Peabody Shareholder are parties to the Co-operation and Contribution Agreement pursuant to which Peabody Shareholder and AM BV2 will provide funding to Holdco, in the ratio of 60:40, in exchange for a proportionate number of shares in Holdco. Holdco is to fund Bidco for the sole purposes of:
	•    paying for the Macarthur shares acquired by Bidco as a result of the Takeover Bid; and
	•    paying any Duty arising in connection with the Takeover Bid.
	4    Holdco, Bidco, AM, AM BV2 and Peabody Shareholder are also parties to the Shareholders’ Deed which regulate their respective rights in Holdco.
	5    Peabody has, at the request of AM, agreed to grant a guarantee and indemnity in favour of AM in relation to various obligations of Peabody Shareholder under the Co-operation and Contribution Agreement and Peabody Shareholder’s payment obligation upon AM’s exit from Holdco under the Shareholders’ Deed on the terms of this deed.
	6      ArcelorMittal has, at the request of Holdco, agreed to grant a guarantee and indemnity in favour of Holdco in relation to various obligations of AM and AM BV2 under the Co-operation and Contribution Agreement and the Shareholders’ Deed on the terms of this deed.
This deed witnesses as follows:

1	Definitions and interpretation and agreement components
1.1	Deed components
	This deed includes any schedule.
1.2	Definitions
	The meanings of the terms used in this deed are set out below, unless the context otherwise appears or requires.

Term	Meaning
Bidco	Peabody Acquisition Co. No. 4 Pty Ltd (ACN 152 004 772).
Business Day	a day on which banks are open for business in Brisbane (Australia), Paris (France) and St. Louis, Missouri (United States of America) other than a Saturday, Sunday or public holiday in Brisbane (Australia), Paris (France) and St. Louis, Missouri (United States of America) and which is a ‘business day’ as defined in the official listing rules of ASX.
Duty	any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.
Claim	any claim, demand, legal proceeding or cause of action including any claim, demand, legal proceeding or cause of action:
	1    based in contract (including breach of any warranty);
	2    based in tort (including misrepresentation or negligence);
	3    under common law or equity; or
	4    under statute (including the Competition and Consumer Act 2010 (Cth), or like provisions in any state or territory legislation),
	in any way relating to this deed or the transactions contemplated by it.
Control	has the meaning given in section 50AA of the Corporations Act.
Co-operation and Contribution Agreement	the Co-operation and Contribution Agreement entered into on or about the date of this deed by Peabody Shareholder, AM, AM BV2, Holdco and Bidco.
Corporations Act	the Corporations Act 2001 (Cth).

page 4

1 <Definitions and interpretation and agreement components

Term	Meaning
Governmental Agency	any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
GST	goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.
GST Act	the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
GST Law	has the same meaning as in the GST Act.
Loss	losses, liabilities, damages, costs, charges and expenses and includes Taxes, Duties and tax costs.
Pre-Bid Acceptance Deed	the pre-bid acceptance deed entered into on or about the date of this deed by AM and Bidco.
Shareholders’ Deed	the Shareholders’ Deed to be entered into on or about the date of this deed by Peabody Shareholder, AM, AM BV2, Holdco and Bidco.
Tax	any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Governmental Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty.

1.3 Interpretation

In this deed headings and words in bold are inserted for convenience and do not affect the interpretation of this deed and unless the contrary intention appears:

(a)	a reference to this deed or another instrument includes any variation or replacement of any of them;
(b)	a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(c)	the singular includes the plural and vice versa;
(d)	the word ‘person’ includes a firm, a body corporate, an unincorporated association or an authority;
(e)	a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

page 5

2 <Guarantees and indemnities

(f)	if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
(g)	a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
(h)	if an act prescribed under this deed to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;
(i)	if an event must occur on a stipulated day that is not a Business Day then the stipulated day will be taken to be the next Business Day;
(j)	a reference to time is a reference to time in Brisbane, Australia;
(k)	a reference to any thing (including any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to any one or more of them;
(l)	a reference to a part, clause, party, attachment, exhibit or schedule is a reference to a part and clause of, and a party, attachment, exhibit and schedule to, this deed and a reference to this deed includes any attachment, exhibit and schedule;
(m)	a reference to $ is to Australian currency unless denominated otherwise; and
(n)	a term defined in the Corporations Act shall have the same meaning in this deed.

1.4	Inclusive expressions
	Specifying anything in this deed after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.

2	Guarantees and indemnities
2.1	Peabody guarantee and indemnity

(a) Peabody unconditionally and irrevocably guarantees to AM and AM BV2 the due and punctual performance of:

(1)	Peabody Shareholder’s obligations under the Co-operation and Contribution Agreement; and
(2)	Peabody Shareholder’s obligations under the Shareholders’ Deed,

(collectively, the Peabody Relevant Obligations).

(b)	If Peabody Shareholder does not comply with any of the Peabody Relevant Obligations on time and in accordance with the Co-operation and Contribution Agreement or the Shareholders’ Deed (as applicable), then Peabody agrees to comply with those obligations on demand from AM and AM BV2. A demand may be made whether or not AM or AM BV2 has first made demand on Peabody Shareholder.
(c)	As a separate and additional liability, Peabody indemnifies AM and AM BV2 against all Loss, actions, proceedings and judgments of any nature, incurred by, brought, made or recovered against AM or AM BV2 arising from:

(1) any default or delay in the due and punctual performance by Peabody Shareholder of the Peabody Relevant Obligations; or

page 6

3 Extent of guarantees and indemnities

(2)	an obligation Peabody Shareholder would otherwise have under the Peabody Relevant Obligations that is found to be void, voidable or unenforceable; or
(3)	an obligation Peabody would otherwise have under clauses 2.1(a) or 2.1(b) that is found to be void, voidable or unenforceable.

Peabody agrees to pay amounts due under this clause 2.1(c) on demand from AM or AM BV2. AM and AM BV2 do not need to incur expense or make payment before enforcing this right of indemnity.

2.2 ArcelorMittal guarantee and indemnity

(a)	ArcelorMittal unconditionally and irrevocably guarantees to Peabody Shareholder and Holdco, the due and punctual performance of all of AM’s and AM BV2’s obligations under the Co-operation and Contribution Agreement, under the Shareholders’ Deed and under the Pre-Bid Acceptance Deed (collectively the, AM Relevant Obligations).
(b)	If AM or AM BV2 does not comply with any of the AM Relevant Obligations on time and in accordance with the Co-operation and Contribution Agreement and the Shareholders’ Deed, then ArcelorMittal agrees to comply with those obligations on demand from Peabody Shareholder or Holdco, as the case may be. A demand may be made whether or not Peabody Shareholder or Holdco has first made demand on AM or AM BV2.
(c)	As a separate and additional liability, ArcelorMittal indemnifies Peabody Shareholder and Holdco against all Loss, actions, proceedings and judgments of any nature, incurred by, brought, made or recovered against Peabody Shareholder or Holdco arising from:

(1)	any default or delay in the due and punctual performance of the AM Relevant Obligations;
(2)	an obligation AM or AM BV2 would otherwise have under the AM Relevant Obligations that is found to be void, voidable or unenforceable; or
(3)	an obligation ArcelorMittal would otherwise have under clauses 2.2(a) or 2.2(b) that is found to be void, voidable or unenforceable.

ArcelorMittal agrees to pay amounts due under this clause 2.1(c) on demand from Peabody Shareholder or Holdco. Peabody Shareholder and Holdco do not need to incur expense or make payment before enforcing this right of indemnity.

3 Extent of guarantees and indemnities

(a) The liability of Peabody and the rights given to AM and AM BV2 under this deed are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by any act or omission:

(1)	varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 2.1(a) are expressed to be owing; or
(2)	releasing Peabody Shareholder or giving Peabody Shareholder a concession (such as more time to pay).

(b) The liability of ArcelorMittal and the rights given to Peabody Shareholder and Holdco under this deed are not affected by any act or omission or any other

page 7

4 Duration

thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by any act or omission:

(1)	varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 2.2(a) are expressed to be owing; or
(2)	releasing AM, AM BV2 or both or giving AM, AM BV2 or both a concession (such as more time to pay).

4	Duration
4.1	Continuing guarantees and indemnities
	Subject to clause 4.2, this deed remains in full force and effect for so long as:

(a)	Peabody Shareholder has any liability or obligation to AM or AM BV2 under the Peabody Relevant Obligations; or
(b)	AM or AM BV2 has any liability or obligation to Peabody Shareholder or Holdco under the AM Relevant Obligations,

	until all of those liabilities or obligations have been fully discharged.
4.2	Term of guarantees and indemnities

(a) Notwithstanding anything else in this deed:

(1)

subject to the remainder of this clause 4.2(a), the liability of Peabody and the rights given to AM and AM BV2 under this deed shall only remain in full force and effect for so long as Peabody Shareholder is Controlled by Peabody and shall thereafter terminate and cease to be of any further force or effect;

(2)

if Peabody ceases to Control the Peabody Shareholder during the Sale Right Period (as defined in the Shareholders’ Deed) in circumstances where the provisions of clause 4.2(a)(3) do not apply, the liability of Peabody and the rights given to AM and AM BV2 under this deed, with respect to the payment obligations in clauses 21.1(d) and 21.1(f) of the Shareholders’ Deed only, shall remain in full force and effect until:

(A)	if a Sale Right Notice (as defined in the Shareholders’ Deed) has not been delivered before the end of the Sale Right Period, the end of the Sale Right Period; or
(B)	if a Sale Right Notice (as defined in the Shareholders’ Deed) has been delivered before the end of the Sale Right Period which has not completed by the end of the Sale Right Period, the Sale Right Shares Closing Date (as defined in the Shareholders’ Deed),

and shall thereafter terminate and cease to be of any further force or effect; and

(3)

if Peabody ceases to Control the Peabody Shareholder (as defined in the Shareholders’ Deed) as a result of a Peabody Sale (as defined in the Shareholders’ Deed) and AM is provided with a guarantee in relation to the obligations under clauses 21.1(d) and 21.1(f) of the Shareholders’ Deed on terms that are substantially equivalent to the guarantee given by Peabody in this deed from a person that has a

page 8

5 No withholdings

credit rating (as rated by Standard & Poors or Moody’s) that is not lower than Peabody’s, then the liability of Peabody and the rights given to AM and AM BV2 under this deed will terminate and will cease to be of any further force or effect.

(b)	Notwithstanding anything else in this deed, the liability of ArcelorMittal and the rights given to Peabody Shareholder and Holdco under this deed shall only remain in full force and effect for so long as AM and AM BV2 are Controlled by ArcelorMittal and shall thereafter terminate and cease to be of any further force or effect.
(c)	This clause 4.2 does not affect any rights that have accrued to a party before its rights under this deed terminated and ceased to be of any further force or effect.

5 No withholdings

(a)	All payments that become due under this deed, must be made free and clear and without deduction of all present and future withholdings (including taxes, duties, levies, imposts, deductions and charges of Australia or any other jurisdiction).
(b)	If Peabody is compelled by law to deduct any withholding, then in addition to any payment due under this deed, it must pay to AM or AM BV2 such amount as is necessary to ensure that the net amount received by AM or AM BV2 after withholding equals the amount AM or AM BV2 would otherwise been entitled to if not for the withholding.
(c)	If ArcelorMittal is compelled by law to deduct any withholding, then in addition to any payment due under this deed, it must pay to Peabody Shareholder or Holdco such amount as is necessary to ensure that the net amount received by Peabody Shareholder or Holdco after withholding equals the amount Holdco would otherwise been entitled to if not for the withholding.

6	Currency
	All moneys that become liable to be paid under this deed must be paid in the currency in which they are payable under the Shareholders’ Deed and the Co-operation and Contribution Agreement, as applicable, and free of any commissions and expenses relating to foreign currency conversion or any other charges or expenses.
7	Suspension of rights
7.1	Peabody’s rights are suspended
	As long as any obligation is required, or may be required, to be complied with in connection with this deed, Peabody may not, without AM’s consent:

(a)	reduce its liability under this deed by claiming that it, Peabody Shareholder, Holdco or any other person has a right of set-off or counterclaim against AM or AM BV2;
(b)	claim, or exercise any right to claim, to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

page 9

8 Guarantor’s liability

(1)	in connection with the Co-operation and Contribution Agreement, the Shareholders’ Deed or any other amount payable under this deed; or
(2)	in favour of a person other than AM in connection with any obligations of, or any other amounts payable, by Peabody Shareholder or Holdco to, or for the account of, that other person; or

(c) claim an amount in the liquidation, administration or insolvency of Peabody Shareholder or Holdco or of another guarantor of any of the Peabody Shareholder or Holdco’s obligations.

7.2 ArcelorMittal’s rights are suspended

As long as any obligation is required, or may be required, to be complied with in connection with this deed, ArcelorMittal may not, without Holdco’s consent:

(a)	except as provided for in clause 3.3(b) of the Co-operation and Contribution Agreement, reduce its liability under this deed by claiming that it or AM or AM BV2 or any other person has a right of set-off or counterclaim against Peabody Shareholder or Holdco;
(b)	claim, or exercise any right to claim, to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

(1)	in connection with the Co-operation and Contribution Agreement, the Shareholders’ Deed or any other amount payable under this deed; or
(2)	in favour of a person other than Peabody Shareholder or Holdco in connection with any obligations of, or any other amounts payable, by AM or AM BV2 to, or for the account of, that other person; or

(c) claim an amount in the liquidation, administration or insolvency of AM or AM BV2 or of another guarantor of any of AM’s or AM BV2’s obligations.

8 Guarantor’s liability

(a)	Peabody’s liability in respect of any Claim shall not exceed Peabody Shareholder’s liability in respect of that Claim.
(b)	ArcelorMittal’s liability in respect of any Claim shall not exceed AM’s liability or AM BV2’s liability (as the case may be) in respect of that Claim.

9	Duties, costs and expenses
9.1	Duties
	The parties must pay equally all Duty in respect of the execution, delivery and performance of this deed, unless otherwise provided for in this deed.

9.2 Parties to pay own other costs

(a) Except as set out in clause 9.1 and unless otherwise provided for in this deed, each party must pay its own costs and expenses in respect of the negotiation, preparation, execution, delivery and registration of this deed and any other deed or document entered into or signed under this deed.

page 10

10 GST

(b) Any action to be taken by any party in performing its obligations under this deed must be taken at its own cost and expense unless otherwise provided in this deed.

10	GST
10.1	Definitions
	Words used in this clause 10 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.
10.2	GST

(a)	Unless expressly included, the consideration for any supply under or in connection with this deed does not include GST.
(b)	To the extent that any supply made under or in connection with this deed is a taxable supply (other than any supply made under another deed that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under this deed for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.
(c)	Whenever an adjustment event occurs in relation to any taxable supply to which clause 10.2(b) applies:

(1)	the supplier must determine the amount of the GST component of the consideration payable; and
(2)	if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

10.3	Tax invoices
	The supplier must issue a tax invoice to the recipient of a supply to which clause 10.2 applies no later than 10 days following payment of the GST inclusive consideration for that supply under that clause.
10.4	Reimbursements
	If either party is entitled under this deed to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with this deed, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its representative member.
11	General
11.1	Notices

(a) Any notice or other communication (including any request, demand, consent or approval) to or by a party to this deed must be in legible writing and in English

page 11

11 General

addressed as shown below (or as specified to the sender by any party by notice):

Party	Address	Attention	Facsimile
Peabody	701 Market Street, St. Louis, Missouri 63101 United States of America	Chief Legal Officer	+1 314 342 3419
		Carole Whittall with a copy to the London office of AM:
ArcelorMittal	19 avenue de la Liberté, L-2930 Luxembourg City, Luxembourg	Attention: Carole Whittall 7th Floor Berkeley Square House, Berkeley Square London W1J 6AD United Kingdom	+44 20 7629 5351
Peabody Shareholder	Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000 Australia	The Company Secretary	+61 7 3225 5555
Holdco	Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000 Australia	The Company Secretary	+61 7 3225 5555
		Carole Whittall with a copy to the London office of AM:
AM	Eemhavenweg 70, 3089 KH Rotterdam Netherlands	Attention: Carole Whittall Address: 7th Floor Berkeley Square House, Berkeley Square, London W1J 6AD	+44 20 7629 5351
		Carole Whittall with a copy to the London office of AM:
		Attention: Carole Whittall Address:
AM BV2	Eemhavenweg 70, 3089 KH Rotterdam Netherlands	7th Floor Berkeley Square House, Berkeley Square, London W1J 6AD	+44 20 7629 5351

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11 General

	If the sender is a company, the notice or communication must be signed by an officer or under the common seal of the sender.
(b)	A notice or communication given in accordance with clause 11.1(a) can be relied on by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.
(c)	Any notice or other communication to or by a party to this deed is regarded as being given by the sender and received by the addressee:

(1)	if by delivery in person, when delivered to the addressee;
(2)	if by registered mail (with acknowledgement of receipt) within Australia, 4 Business Days from and including the date of postage;
(3)	if by registered mail (with acknowledgement of receipt) to or from a place outside Australia, 7 Business Days from and including the date of postage;
(4)	if by facsimile transmission, when a facsimile confirmation receipt is received indicating successful delivery,

	but if the delivery or receipt is on a day that is not a Business Day or is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following Business Day.
(d)	A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after the transmission is received or regarded as received under clause 11.1(a) and informs the sender that it is not legible.
(e)	In this clause 11.1, reference to an addressee includes a reference to an addressee’s officers, agents or employees.

11.2 Governing law and jurisdiction

(a)	This deed is governed by the laws of New South Wales.
(b)	Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

11.3 Service of process

(a)	Without preventing any other mode of service, any document in an action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under clause 11.1.
(b)	ArcelorMittal irrevocably appoints Mallesons Stephen Jaques (attention: David Friedlander / Paul Schroder) of Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising out of this deed. If Mallesons Stephen Jaques ceases to be able to act as such or have an address in Australia, ArcelorMittal agrees to appoint a new process agent in Australia and deliver to the other parties within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. ArcelorMittal must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.
(c)	Peabody irrevocably appoints Freehills (attention: Tony Damian / Andrew Rich) of Level 32, MLC Centre, 19 Martin Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising

page 13

11 General

out of this deed. If Freehills ceases to be able to act as such or have an address in Australia, Peabody agrees to appoint a new process agent in Australia and deliver to the other parties within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. Peabody must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.

11.4 Waivers and variation

(a) A provision of, or a right, discretion or authority created under, this deed may not be:

(1)	waived except in writing signed by the party granting the waiver; and
(2)	varied except in writing signed by the parties,

	except to the extent this deed expressly provides otherwise.
(b)	A failure or delay in exercise, or partial exercise, of a power, right, authority, discretion or remedy arising from a breach of, or default under this deed does not result in a waiver of that right, power, authority, discretion or remedy.

11.5 Assignment

(a)	Neither AM nor AM BV2 may assign the benefit of this deed without the written consent of Peabody.
(b)	Neither Peabody Shareholder nor Holdco may assign the benefit of this deed without the written consent of ArcelorMittal.
(c)	Peabody may not transfer or delegate its obligations under this deed without the written consent of AM and AM BV2.
(d)	ArcelorMittal may not transfer or delegate its obligations under this deed without the written consent of Peabody Shareholder and Holdco.

11.6	Further assurances
	Each party must do all things and execute all further documents reasonably necessary to give full effect to this deed and the transactions contemplated by it.
11.7	Approvals and consent
	If the doing of any act, matter or thing under this deed is dependent on the approval or consent of a party, that party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion, unless this deed expressly provides otherwise.
11.8	Remedies cumulative
	Except as provided in this deed and permitted by law, the rights, powers and remedies provided in this deed are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of this deed.
11.9	Counterparts
	This deed may be executed in any number of counterparts which together will constitute one instrument. A party may execute this deed by signing any counterpart.

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11 General

11.10	Prohibition and enforceability
	Any provision of, or the application of any provision of, in this deed that is void, illegal or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity, illegality or unenforceability, without affecting the remaining provisions of this deed or affecting the validity or enforceability of that provision in any other jurisdiction.
11.11	No merger
	The rights and obligations of the parties under this deed do not merge on or adversely affect, and is not adversely affected by, any of the following:

(a)	completion of any transaction contemplated by this deed;
(b)	any other guarantee, indemnity, mortgage, charge or other encumbrance, or other right or remedy to which a party is entitled; or
(c)	a judgment which a party obtains against another party or any other person in connection with this deed.

	A party may still exercise its rights under this deed as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy described above.
11.12	Entire agreement
	This deed embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, with respect to the subject matter of this deed.
11.13	Contra proferentem excluded
	No term or condition of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or that provision.
11.14	Attorneys
	If this deed is executed by attorneys, each of the attorneys executing this deed states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

page 15

Signing page

	Executed as a deed
	Signed, sealed and delivered by
	Peabody Energy Corporation
	by its Authorized Officer
sign here ►	/s/ Robert L. Reilly
	Authorized Officer
print name	Robert L. Reilly
	in the presence of
sign here ►	/s/ Bryan L. Sutter
	Witness
print name	Bryan L. Sutter
	Signed, sealed and delivered by
	ArcelorMittal S.A.
	by its attorney
sign here ►	/s/ Peter Kukielski
	Attorney
print name	Peter Kukielski
	in the presence of
sign here ►	/s/ Sudhir Mahesharari
	Witness
print name	Sudhir Mahesharari

page 16

Signing page

	Signed, sealed and delivered by
	ArcelorMittal Netherlands B.V.
	by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Anne Van Ysendyck
	Witness
print name	Anne Van Ysendyck
	Signed, sealed and delivered by
	ArcelorMittal Mining Australasia B.V.
	by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Anne Van Ysendyck
	Witness
print name	Anne Van Ysendyck

page 17

Signing page

	Signed, sealed and delivered by
	Peabody Acquisition Co. No. 3 Pty Ltd in accordance
	with section 127 of the Corporations Act 2001 (Cth)
	by
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
	Signed, sealed and delivered by
	Peabody Acquisition Co. No. 2 Pty Ltd in accordance
	with section 127 of the Corporations Act 2001 (Cth)
	by
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton

page 18

EX-10.4

Exhibit 10.4

2 August 2011

CCA ACKNOWLEDGMENT

We, the undersigned, refer to the Co-operation and Contribution Agreement which is dated on or about the date of this acknowledgment and which we have each entered into (the CCA). Words and expressions used in this acknowledgment have the same meaning as in the CCA, unless the context requires otherwise.

1. Regulatory approvals

We each agree that, despite the terms of the CCA, once the following approvals, consents, clearances or confirmations, as appropriate, are granted, given, made or obtained or, as appropriate, the relevant waiting periods have expired, Bidco shall be entitled to free the Offer from the ‘other regulatory approvals’ condition referred to in the Agreed Announcement without the prior written consent of AM:

• clearance from the Chinese Ministry of Commerce;

• clearance from the European Commission (EC) or confirmation from the EC that the proposed concentration does not fall within its jurisdiction; and

• clearance from the Japanese Fair Trade Commission (FTC) or expiry of the relevant waiting period if no decision is received by that time from the FTC.

We each agree that, despite the above, if any other approval, consent or clearance is required by law or regulation (whether in Australia or elsewhere) in connection with the Takeover Bid and is material to the business or operations of the Peabody Group, the ArcelorMittal Group or the Macarthur Group or is otherwise material in the context of the Offer, either Peabody or AM may (acting in good faith and reasonably), by written notice to the other parties, add the relevant approval, consent or clearance to the above list.

2. Reserved matters

We each agree that, despite the terms of the CCA, Bidco, Holdco and Peabody alone will be responsible for:

• making decisions relating to freeing the Offer from conditions, extending the Offer Period or otherwise varying the Offer (to the extent that the prior written consent of AM is not required for such actions under clause 4.3(a) of the CCA);

• making any non-material or procedural decisions in relation to the Offer;

• establishing a broker handling fee arrangement or an institutional acceptance facility;

• making any decision to accelerate the payment terms under the Offer;

• engaging a typesetter, printer and mail house;

• engaging and liaising with a registry service provider;

• engaging and liaising with a public relations firm or firms; and

• liaising with ASX Settlement Corporation and ASX and, on procedural matters, ASIC.

Despite the above, AM shall be entitled to participate in one or more of the above matters if it notifies Bidco, Holdco and Peabody in writing that it would like to so participate.

3. Other

This acknowledgement is governed by the laws of New South Wales.

______________

Page 1

	Signed for
	Peabody Acquisition Co. No. 2 Pty Ltd in accordance
	with section 127 of the Corporations Act 2001 (Cth)
	by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby
	Signed for
	Peabody Acquisition Co. No. 3 Pty Ltd in accordance
	with section 127 of the Corporations Act 2001 (Cth)
	by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby
	Signed for
	Peabody Acquisition Co. No. 4 Pty Ltd in accordance
	with section 127 of the Corporations Act 2001 (Cth)
	by
sign here ►	/s/ Julian Derek Thornton
	Director
print name	Julian Derek Thornton
sign here ►	/s/ Murray Hundleby
	Company Secretary
print name	Murray Hundleby

Page 2

	Signed for
	ArcelorMittal Netherlands B.V.
	by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Paul Schroder
	Witness
print name	Paul Schroder
	Signed for
	ArcelorMittal Mining Australasia B.V.
	by its attorney
sign here ►	/s/ Carole Whittall
	Attorney
print name	Carole Whittall
	in the presence of
sign here ►	/s/ Paul Schroder
	Witness
print name	Paul Schroder

Page 3

EX-10.5

Exhibit 10.5

EXECUTION COPY

MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
BANK OF AMERICA, N.A.
One Bryant Park
New York, New York 10036 UBS SECURITIES LLC
299 Park Avenue
New York, New York 10171


UBS LOAN FINANCE LLC
677 Washington Boulevard
Stamford, Connecticut 06901

MORGAN STANLEY & CO. LLC
MORGAN STANLEY SENIOR FUNDING, INC.
1585 Broadway
New York, New York 10036

July 29, 2011

Peabody Energy Corporation
701 Market Street
St. Louis, MO 63101

Attention: Michael C. Crews
Executive Vice President and Chief Financial Officer

Project Truman
Bridge Facility Commitment Letter

Ladies and Gentlemen:

We have been advised that Peabody Energy Corporation (the “Company” or “you”) intends to acquire, via Bidco (as defined below), at least 50.01% of the shares of Macarthur Coal Limited (the “Target”) either pursuant to offers made under a takeover bid or pursuant to a scheme of arrangement (the “Tender”) and, in connection therewith, the Commitment Parties (as defined below) are pleased to act in the capacities set forth below for an up to US$2.0 billion senior bridge facility (the “Bridge Facility”, and senior unsecured loans thereunder, the “Bridge Loans”), where you will be the borrower, and the proceeds of which may be used, in lieu of or in combination with Capital Markets Proceeds (as defined below) (which Capital Markets Proceeds shall reduce the commitments hereunder pro rata on a dollar-for-dollar basis), borrowings under any of your existing bank credit facilities (as amended, modified, supplemented or refinanced) and cash on hand, to finance, in part, a takeover bid by Bidco (as defined below) for at least 50.01% of the shares in the Target, or a scheme of arrangement pursuant to which at least 50.01% of the shares in the Target are proposed to be acquired by Bidco (the “Acquisition”). As we understand the transaction, the acquisition of the shares of the Target will be effected by an existing subsidiary of the Company, being either Peabody Acquisition Co. No. 3 Pty Ltd ACN 152 004 398 or another existing subsidiary reasonably satisfactory to the Lead Arrangers (such subsidiary,

“BidcoParent”; together with, Peabody Acquisition Co. No. 4 Pty Ltd ACN 152 004 772 or any wholly owned subsidiary of it, which it may fund using debt or equity, and through which it will acquire such shares, “Bidco”), at least 50.01% of whose equity will, following the close of the Tender, be directly or indirectly owned by the Company or a subsidiary of the Company and up to 40% of whose equity will, following the close of the Tender, be directly or indirectly owned by ArcelorMittal S.A. or a subsidiary of ArcelorMittal S.A. (“Arcelor”). It is noted that it is possible that (1) 100% of the equity of BidcoParent may, following the close of the Tender, be directly or indirectly owned by the Company or a subsidiary of the Company (with Arcelor having no involvement in BidcoParent going forward); and (2) following the close of the Tender, the shareholders of BidcoParent may comprise one or more members of the corporate group of companies consisting of the Company and/or its subsidiaries, ArcelorMittal S.A. and/or its subsidiaries, CITIC Group and/or its subsidiaries and/or POSCO Group and/or its subsidiaries. Bidco shall be a Restricted Subsidiary (as defined in the Existing Credit Agreement (as defined in the Summary of Terms)) and shall not be designated as an Unrestricted Subsidiary (as defined in the Existing Credit Agreement) under the Bridge Facility.

We understand that you will enter into certain financing arrangements in order to finance the Acquisition in part and that you will either:

     1. borrow amounts under existing credit facilities (as amended, modified, supplemented or refinanced) and issue and sell or incur up to US$2.0 billion aggregate principal amount or gross proceeds, as applicable, of (x) non-convertible debt securities (the “Senior Notes”), (y) equity securities or equity-linked securities (the “Equity Securities” and, together with any Senior Notes, the “Securities”), in each case, in a public offering or private placement or (z) term loans pursuant to a syndicated credit facility (the “Term Loans” and, together with any Securities, the “Additional Financing”), or

     2. if the full aggregate principal amount or gross proceeds, as applicable, of Additional Financing referred to in clause (1) above are not received from the issuance or borrowing of any Additional Financing, in each case, on or prior to the date on which Bidco is first required to provide consideration for the purchase of shares in the Target (the “Consideration Date”), borrow up to the difference between (x) US$2.0 billion and (y) the aggregate principal amount or gross proceeds referred to in clause (1) that are received from the issuance or borrowing of any Additional Financing on or prior to the Consideration Date, of Bridge Loans under the Bridge Facility having substantially the terms set forth in the Summary of Terms and Conditions attached as Exhibit A hereto (the “Summary of Terms”). If you borrow under the Bridge Facility, you intend to (x) issue and sell in a public or private placement debt or equity securities or (y) incur Term Loans, in each case, the net cash proceeds of which will be used to repay any Bridge Loans provided thereunder (such debt or equity securities or Term Loans, together with any Additional Financing, the “Permanent Financing”).

The net cash proceeds from the Bridge Loans, together with other cash or sources of cash available to the Company and Bidco will provide funds to (i) consummate the Acquisition and (ii) pay the fees and expenses incurred in connection with the consummation of the Transaction (as described below).

Bank of America, N.A. (“Bank of America”) is pleased to offer its several (and not joint) commitment to lend 33-1/3% of the Bridge Facility, UBS Loan Finance LLC (“UBS”) is pleased to offer its several (and not joint) commitment to lend 33-1/3% of the Bridge Facility and Morgan Stanley Senior Funding, Inc. (“MSSF”) is pleased to offer its several (and not joint) commitment to lend 33-1/3% of the Bridge Facility (Bank of America, UBS and MSSF, in such capacities, collectively, the “Initial Lenders”), in each case, upon and subject to the terms and conditions set forth in this letter (together with the Summary of Terms, this “Commitment Letter”) and in the Summary of Terms. Each of Merrill Lynch, Pierce,

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Fenner & Smith Incorporated (“MLPFS”), UBS Securities LLC (“UBSS”) and Morgan Stanley & Co. LLC (“MS”) is pleased to advise you of its willingness, in connection with the foregoing commitment, to act as a joint lead arranger and a joint book manager (in such capacities, collectively, the “Lead Arrangers”; the Lead Arrangers together with the Initial Lenders and the Administrative Agent, the “Commitment Parties”; includes “we”,“us” and “our”) for the Bridge Facility and to use commercially reasonable efforts to form a syndicate of financial institutions (including the Initial Lenders) (collectively, the “Lenders”) in consultation with you for the Bridge Facility, subject to such Lenders being reasonably acceptable to you. Bank of America is pleased to advise you of its willingness to act as sole administrative agent (in such capacity, the “Administrative Agent”) for the Bridge Facility. The Acquisition, the Tender, the entering into and funding of the Bridge Facility and all related transactions are hereinafter collectively referred to as the “Transaction.”

If you accept this Commitment Letter, you will enter into the letter agreement, dated the date hereof, among the Borrower, the Initial Lenders and the Lead Arrangers (the “Fee Letter”) and any other fee letter in respect of the Bridge Facility between you and one or more of us dated the date hereof.

Bank of America will act as sole Administrative Agent for the Bridge Facility. You may appoint up to three additional financial institutions to be joint lead arrangers and bookrunners for the Bridge Facility, in each case, in a manner and with the economics determined by you, acting in consultation with the Lead Arrangers; provided that (a) in no event shall the percentage of economics received by any of Bank of America, UBS or MSSF be less than 20% of the aggregate economics in respect of the Bridge Facility and (b) in no event shall the percentage of economics received by any such financial institution with respect to the Bridge Facility exceed the percentage of commitments made by it with respect to such Bridge Facility. If you appoint any additional joint lead arrangers and joint bookrunners pursuant to the next preceding sentence, subject to the proviso therein, the economics and commitment amounts of the then-existing joint lead arrangers and joint bookrunners shall be reduced pro rata, subject to the Targeted Hold Position (as defined in the Fee Letter) of each of Bank of America, UBS and MSSF, based on the aggregate amount of the economics and commitment amounts of such additional joint lead arrangers or joint bookrunners. Notwithstanding the appointment of any additional financial institutions pursuant to this paragraph, it is understood and agreed that Bank of America and MLPFS shall have “left” placement, and each of the other lead arrangers shall have placement below or to the right of Bank of America and MLPFS, with UBS and UBSS on the immediate right of Bank of America and MLPFS, with MSSF and MS on the immediate right of UBS and UBSS, and with other placements to be below or to the right of MSSF and MS as agreed among us, you and such additional joint lead arrangers, in any and all marketing materials and other documentation used in connection with the Bridge Facility and the syndication thereof. Bank of America and MLPFS shall have the exclusive rights and responsibilities customarily associated with such “left” placement, and each of the Commitment Parties shall receive league table credit in connection with each of the capacities in which it is acting pursuant hereto. You may appoint additional titled agents (without any economics) for the Bridge Facility from among the Initial Lenders and the additional joint lead arrangers referred to in this paragraph. Except as provided in the immediately preceding sentence and the second sentence of this paragraph, no agents, co-agents or arrangers will be appointed and no other titles or economics will be awarded without the prior written consent of the Lead Arrangers and in consultation with you.

The several commitments of each Initial Lender hereunder and the several undertaking of each Lead Arranger to provide the services described herein are subject only to the negotiation, execution and delivery of definitive documentation for the Bridge Facility (the “Loan Documents”) consistent with the Commitment Letter, including the Summary of Terms and subject to the Certain Funds Provisions set forth below; provided that the conditions to funding the Bridge Loans are limited to the conditions expressly described in this paragraph and the conditions (including the wording of the conditions (it being understood and agreed that the Specified Representations for purposes of any condition to borrowing shall

3

be in the form specified in Addendum II to the Summary of Terms)) under “Conditions Precedent to Closing” in the Summary of Terms.

Notwithstanding anything in this Commitment Letter, the Fee Letter or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations or warranties, the making and accuracy of which shall be a condition to availability of the Bridge Facility on the Closing Date shall be the Specified Representations (as defined below) made by the Company in the Loan Documents and (ii) the terms of the Loan Documents shall be in a form such that they do not impair availability of the Bridge Facility on the Closing Date if the conditions set forth in this Commitment Letter are satisfied. For purposes hereof, the “Specified Representations” means the representations and warranties relating to the Company and its subsidiaries (excluding the Target and its subsidiaries) set forth in Addendum II to the Summary of Terms. For avoidance of doubt, for purposes of this Commitment Letter and the Summary of Terms references to the subsidiaries of the Company shall not include the Target and its subsidiaries unless expressly indicated. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

MLPFS, UBSS and MS intend to commence syndication of the Bridge Facility promptly after the Tender is publicly announced; provided that notwithstanding MLPFS’s, UBSS’s and MS’s right to syndicate the Bridge Facility and receive commitments with respect thereto, (i) except to the extent that such assignees shall become parties to this Commitment Letter, the Initial Lenders shall not be relieved, released or novated from their obligations hereunder (including their obligation to fund the Bridge Facility on the Closing Date) in connection with any syndication, assignment or participation of the Bridge Facility, including its commitments in respect thereof, until after the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of the Initial Lenders’ commitments in respect of the Bridge Facility until the initial funding of such facility and (iii) unless you otherwise agree in writing, the Initial Lenders shall retain exclusive control over all rights and obligations with respect to their commitments in respect of the Bridge Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. You agree to actively assist MLPFS, UBSS and MS in achieving a syndication of the Bridge Facility that is reasonably satisfactory to MLPFS, UBSS and MS and you. Such assistance shall include you (a) using commercially reasonable efforts to assist in the preparation of a confidential information memorandum (the “Information Memorandum”) and other customary marketing materials to be used in connection with the syndication of the Bridge Facility (collectively with the Summary of Terms, the Information (as defined below) and the Projections (as defined below), the “Information Materials”) and to deliver the Information Memorandum within 20 business days following the date of execution and delivery by you of this Commitment Letter, (b) using commercially reasonable efforts to ensure that the syndication efforts of MLPFS, UBSS and MS benefit materially from your existing banking relationships and (c) using commercially reasonable efforts to make your senior officers and advisors reasonably available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries (including the Target and its subsidiaries), as appropriate, at one or more meetings of prospective Lenders to be mutually agreed upon. Without limiting your obligations to assist with syndication efforts as set forth below, each Initial Lender agrees that completion of such syndication is not a condition to its commitments hereunder. This paragraph is paragraph nine of the Commitment Letter.

It is understood and agreed that MLPFS, UBSS and MS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders (provided that the selection of a prospective Lender as a Lender shall be subject to your acceptance (acting reasonably)), when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood and agreed that no Lender participating in the Bridge Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein

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and in the Summary of Terms. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of MLPFS, UBSS and MS.

You agree that, during the Syndication Period (as defined in the Fee Letter), there shall be no offering, placement, syndication or arrangement of any debt securities or bank or other debt financing by or on behalf of the Borrower or any of its subsidiaries that is reasonably likely to adversely affect syndication of the Bridge Facility; provided that the foregoing shall not apply to (x) any renewal, refinancing or replacement of any of the Company’s or any of its subsidiaries’ credit facilities existing on the date hereof on substantially the same terms (other than tenor or pricing) and for substantially the same, or a lesser, aggregate principal amount as the relevant existing credit facility, (y) any working capital or other ordinary course financings (in respect of any domestic subsidiary, not to exceed $100.0 million in the aggregate at any time outstanding for all such domestic subsidiaries), lease financing or limited recourse project financings or (z) to the extent the Bridge Facility (or the commitments thereunder, as applicable) shall be reduced dollar for dollar by the amount of the net cash proceeds thereof, the Permanent Financing (the types of financings referenced in the foregoing clauses (x) and (y), regardless of when undertaken, the “Permitted Ordinary Course Financings”); provided further that, notwithstanding anything herein to the contrary, you agree that, from the date hereof until the date on which all outstanding Bridge Loans shall have been repaid and all unused commitments in respect of the Bridge Facility shall have been terminated, without the prior written consent of the Lead Arrangers (acting in their sole discretion), there shall be no offering, placement, syndication or arrangement of any debt securities or bank or other debt financing by or on behalf of the Borrower or any of its subsidiaries, the proceeds of which would be used for any direct or indirect acquisition of any capital stock or assets of any entity other than the Target (any such debt securities or bank or other debt financing, the “Other Acquisition Financing”) unless the proceeds of such Other Acquisition Financing shall be used, in part, to repay in full all amounts, if any, then owing in respect of the Bridge Facility and to terminate all commitments in respect of the Bridge Facility (such event, a “Bridge Facility Payoff”) (it being understood that, at any time after the date hereof, there shall be no restriction on the offering, placement, syndication or arrangement of any Other Acquisition Financing undertaken for the purpose of effecting a Bridge Facility Payoff). This paragraph is paragraph eleven of the Commitment Letter.

You agree, at the request of MLPFS, UBSS and MS, to assist in the preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Bridge Facility, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Company, the Target or their respective affiliates or any of their respective securities for purposes of foreign, United States federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You acknowledge and agree that the following documents may be distributed to potential Lenders wishing to receive only Public Lender Information (unless you promptly notify us otherwise and provided that you have been given a reasonable opportunity to review such documents and comply with U.S. Securities and Exchange Commission disclosure obligations): (a) administrative materials prepared by MLPFS, UBSS and MS for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); (b) notifications of changes to the terms of the Bridge Facility approved by you; (c) drafts and final definitive documentation with respect to the Bridge Facility; and (d) other materials approved by you. You also agree to, if requested, identify that portion of any other Information to be distributed to “public side” lenders (i.e. lenders that do not wish to receive material non-public information with respect to the Company, the Target or their affiliates), including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such Information as not containing any material non-public information

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(although it may be confidential or proprietary) with respect to the Company, the Target or their affiliates or their respective securities for the purpose of United States federal and state securities laws.

You hereby represent and warrant (which representation and warranty shall be to your knowledge to the extent it relates to the Target or its subsidiaries) that (a) all information (other than the Projections (as defined below), and information of a general economic or industry nature) which has been or is hereafter made available in writing to any Commitment Party by you or any of your representatives (including, without limitation, counsel, advisors and accountants) in connection with any aspect of the transactions contemplated hereby (the “Information”), as and when furnished, taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading and (b) all information consisting of projections and forward-looking statements that have been prepared by you, or on your behalf or by any of your representatives, and made available to the Lead Arrangers (collectively, the “Projections”) has been (or in the case of Projections made available after the date hereof, will be) based on assumptions and estimates developed by management of the Borrower in good faith and believed to be reasonable as of the date such Projections were or are made available (it being understood that the Projections are not a guarantee of future performance and that actual results during the period or periods covered by the Projections may materially differ from the projected results and that no other representation or warranty is made by you with respect to the Projections). You agree to furnish us with further reasonable and supplemental information from time to time until the date of the initial borrowing under the Bridge Facility (the “Closing Date”) and for a period thereafter (not to exceed 90 days) as we may notify you is necessary to complete the syndication of the Bridge Facility so that the representation and warranty in the immediately preceding sentence will be true in all material respects on the Closing Date and on such later date on which the syndication of the Bridge Facility is completed as if the Information and Projections were being furnished, and such representation and warranty was being made, on such date. In issuing this commitment and in arranging and syndicating the Bridge Facility, the Commitment Parties are and will be using and relying on the Information and Projections without independent verification thereof.

You acknowledge that the Commitment Parties on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar electronic system. Prior to distribution of Information Materials to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination thereof, and, with respect to Information Materials made available to prospective Lenders wishing to receive only Public Lender Information, confirming the absence of Private Lender Information therefrom.

By executing this Commitment Letter, you agree to reimburse each Commitment Party from time to time promptly after demand (together with a reasonably detailed invoice thereof) for all reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of Shearman & Sterling LLP, as sole New York counsel to the Lead Arrangers, (b) the reasonable fees, disbursements and other charges of any regulatory counsel and a single local counsel to the Lead Arrangers in any material jurisdictions, in each case retained with your consent (such consent not to be unreasonably withheld or delayed) and (c) due diligence expenses) incurred in connection with the Bridge Facility, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby (including, without limitation, this Commitment Letter, the Fee Letter and any other fee letter in respect of the Bridge Facility executed by you). You acknowledge that we may receive a future benefit, including without limitation, a discount, credit or other accommodation on matters unrelated to this transaction, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

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You agree to indemnify and hold harmless Bank of America, MLPFS, UBS, UBSS, MSSF, MS and each of their respective affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter, the Fee Letter, any other fee letter in respect of the Bridge Facility executed by you or the Transaction or (b) the Bridge Facility or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have (x) resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct or (y) resulted from such Indemnified Party’s material breach of its obligations hereunder. In the case of any claim, investigation, litigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equityholders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct or a material breach of its obligations hereunder. It is further agreed that each of Bank of America, MLPFS, UBS, UBSS, MSSF and MS shall be liable solely in respect of its own commitment to the Bridge Facility on a several, and not joint, basis with any other Lender. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent that such damages resulted directly from such Indemnified Party’s gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. You shall not, without the prior written consent of an Indemnified Party, effect any settlement of any pending or threatened Proceeding against such Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (x) such settlement includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (y) does not include any statement as to any admission by or on behalf of such Indemnified Person.

This Commitment Letter and the Fee Letter and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a confidential basis to you and your subsidiaries’ (excluding the Target’s and its subsidiaries’ until the consummation of the Acquisition) officers, directors, employees, accountants, attorneys and other professional advisors retained by you or them in connection with the Bridge Facility or as otherwise required by law (and, in the case of any disclosure made as required by law, you agree to promptly inform us of such disclosure to the extent permitted by applicable law), may not be disclosed by you in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you or Bidco may disclose (i) this Commitment Letter (including the Summary of Terms), but not the Fee Letter or the contents thereof, to the Target (and its subsidiaries), Arcelor and each of their respective directors, executive officers and professional advisors on a confidential basis, (ii) this Commitment Letter (including the Summary of Terms), but not the Fee Letter or the contents thereof, to any ratings agency and (iii) this Commitment Letter (including the Summary of Terms), but not the Fee Letter or the contents thereof, after your acceptance of this

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Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges (including in any bidder’s statement to be issued by Bidco (if the Tender proceeds by way of a takeover bid) or in the scheme booklet to be issued by Target (if the Tender proceeds by way of a scheme of arrangement). Further, Bank of America, MLPFS, UBS, UBSS, MSSF and MS shall be permitted to use information related to the syndication and arrangement of the Bridge Facility in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications, subject to confidentiality obligations or disclosure restrictions provided herein or otherwise reasonably requested by the Borrower provided that the content of any such press releases/transactional updates shall be reasonably acceptable to the Borrower. The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow such Commitment Party, as applicable, to identify you in accordance with the Act.

You acknowledge that in the ordinary course of our trading, brokerage, investment management and financing activities, each of the Commitment Parties or their affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or the accounts of our customers, in debt or equity securities or senior loans of the Company, the Target or any other company or may be providing financing or other services to parties whose interests may conflict with yours. Each Commitment Party severally agrees that it will not furnish confidential information obtained from you or the Target to any of its other customers or any other person and that it will agree to treat confidential information relating to you and your affiliates, Arcelor and its affiliates and the Target and its affiliates with the same degree of care as it treats its own confidential information; provided that nothing herein will prohibit any Commitment Party from disclosing any such information (a) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates, (b) to the extent such information is publicly available or becomes publicly available other than by reason of disclosure by such Commitment Party in breach of this paragraph, (c) to such Commitment Party’s affiliates and its officers, directors, partners, members, investors, employees, legal counsel, independent auditors and other experts and agents who need to know such information to the extent such persons are subject to customary confidentiality restrictions, (d) received by such Commitment Party on a non-confidential basis from a source other than the Borrower or its affiliates or the Target or its affiliates not known to such Commitment Party to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation, (e) to the extent such information is independently developed by such Commitment Party, (f) for purposes of establishing a “due diligence” defense, (g) in enforcing such Commitment Party’s rights with respect to this Commitment Letter or the Fee Letter in a court of competent jurisdiction, (h) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in each of which cases the relevant Commitment Party agrees to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation) or (i) to other Lenders and prospective Lenders, participants and assignees which agree to bound by the confidentiality provisions set forth in this paragraph or provisions substantially similar to those confidentiality provisions set forth in this paragraph. Each Commitment Party further advises you that it will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, and only in such connection, subject to the foregoing provisions of this paragraph, you agree that each Commitment Party is permitted to access, use and share with any of its bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is reasonably related to the provision of such services and that is or may come into the possession of such Commitment Party or any of such affiliates. Notwithstanding anything to the contrary herein, the obligations of each Commitment

8

Party under this paragraph and of the Company under the immediately preceding paragraph shall terminate on the second anniversary of the date hereof.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging and other services described herein regarding the Bridge Facility are arm’s-length commercial transactions between you and your affiliates, on the one hand, and each Commitment Party, on the other hand, (ii) you have consulted your own legal, accounting, environmental, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b) (i) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (ii) no Commitment Party has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c) each Commitment Party and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and no Commitment Party has any obligation to disclose any of such interests to you or your affiliates. In addition, the Company acknowledges and agrees that the Commitment Parties and their respective affiliates may have fiduciary or other relationships whereby we may exercise voting power over the securities of various persons, which securities may from time to time include securities of the Company, the Target, prospective investors in or lenders to the Company or the Target or others with interests in respect of a potential transaction. The Company specifically acknowledges and agrees that the Commitment Parties and their respective affiliates may exercise such powers and otherwise perform their respective functions without regard to their relationships to the Company hereunder. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against any Commitment Party with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter. The Commitment Parties acknowledge that MLPFS, UBSS and MS or their respective affiliates may act as advisors to the Company with respect to the Acquisition and agree that nothing in this paragraph shall limit in any way any obligations under any mutually agreed engagement letter relating thereto.

The provisions of the immediately preceding five paragraphs, the syndication provisions and information provisions hereof, and the provisions of the second succeeding paragraph below shall remain in full force and effect regardless of whether any definitive documentation for the Bridge Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of any Commitment Party hereunder; provided that the syndication provisions and information provisions hereof shall not survive if the commitments and undertakings of the Commitment Parties are terminated prior to the effectiveness of the Loan Documents and funding of the Bridge Facility; provided further that your obligations under this Commitment Letter (other than your obligations with respect to (x) confidentiality, indemnification, reimbursement, compliance with the Fee Letter and any other fee letter in respect of the Bridge Facility executed by you, governing law, submission to jurisdiction and waiver of jury trial and (y) syndication provisions and information provisions, which syndication provisions and information provisions shall survive until the later of the Syndication Period and the date of the initial funding thereunder), shall automatically terminate and be superseded by the provisions of the definitive loan documentation upon the initial funding thereunder, and at such time you shall be automatically be released from all liability in connection therewith.

This Commitment Letter and the Fee Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letter by telecopier or facsimile or as an e-mail attachment in pdf format shall be effective as delivery of a manually executed counterpart thereof.

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This Commitment Letter (including the Summary of Terms) and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of you, Bank of America, MLPFS, UBS, UBSS, MSSF and MS hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the Summary of Terms), the Fee Letter, the transactions contemplated hereby (other than the transactions governed by any fully-executed definitive loan documentation relating to the Bridge Facility) and thereby or the actions of any Commitment Party in the negotiation, performance or enforcement hereof. You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to the Transaction or the other transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder, and this paragraph shall remain in full force and effect notwithstanding the Closing Date. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any such suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum.

This Commitment Letter and the Fee Letter constitute the entire agreement between the parties relating to the subject matter hereof and thereof and supersede any previous agreement, written or oral, between the parties with respect to the subject matter hereof and thereof.

This Commitment Letter and all commitments and undertakings of any Commitment Party hereunder will expire at 5:00 p.m. (New York City time) on the earlier of (i) 10 days after the date of this Commitment Letter and (ii)(A) in the case of a Tender in the form of a takeover bid, the date on which the bidder’s statement is posted to the Target’s shareholders or (B) in the case of a Tender in the form of a scheme of arrangement, the date on which the scheme booklet in respect of the Tender is posted to the Target’s shareholders, unless you execute this Commitment Letter, the Fee Letter and any other fee letter in respect of the Bridge Facility between you and one or more of us dated the date hereof and return them to us prior to that time (which may be by facsimile transmission or as an e-mail attachment in pdf format), whereupon this Commitment Letter (including the Summary of Terms) and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of each Commitment Party hereunder will expire (such date of expiration, the “Commitment Termination Date”) on the earliest of:

(a) if the Tender proceeds by way of a takeover bid, (i) the date which is 9 months after the date on which the first offer under the takeover bid is made, (ii) the completion of the compulsory acquisition of all outstanding shares in the Target under Chapter 6A of the Australian Corporations Act 2001 (Cth), (iii) the date on which the takeover bid closes with defeating conditions that have either not been “fulfilled” or in respect of which the takeover bid has not been declared “free” (as those quoted terms are used in the Australian Corporations Act 2001 (Cth)), (iv) the date which is six weeks after the end of the “offer period” (as defined in the Australian Corporations Act 2001 (Cth)) in circumstances where the offers under the takeover bid have been declared or become unconditional and (v) receipt by the Commitment Parties of written notice from the Borrower of the Borrower’s election to terminate all commitments hereunder in full; and

(b) if the Tender proceeds by way of a scheme of arrangement, (i) the date which is 9 months after the date on which the scheme booklet is registered with the Australian Securities and Investments Commission (“ASIC”), (ii) completion of the acquisition of all outstanding shares in the Target pursuant to the terms of the scheme of arrangement, (iii) the date on which the scheme implementation agreement to which Bidco and Target are parties is terminated in accordance with its

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terms and (iv) receipt by the Commitment Parties of written notice from the Borrower of the Borrower’s election to terminate all commitments hereunder in full.

You may terminate all or a portion of the commitments hereunder at any time upon written notice to the Commitment Parties.

This Commitment Letter may not be assigned by you without our prior written consent (and any purported assignment without such consent will be null and void). The Commitment Parties may not assign their respective commitments hereunder, in whole or in part, except (x) in accordance with the syndication provisions set forth in the ninth paragraph of this Commitment Letter or (y) to any of their respective affiliates (and any other purported assignment will be null and void). No Lead Arranger shall assign its rights under this Commitment Letter or the Fee Letter as a Lead Arranger in its capacity as such (other than to one of its affiliates or by operation of law) without the prior written consent of each of the parties hereto (and any purported assignment without such consent (other than to one of its affiliates or by operation of law) will be null and void).

This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer upon any person other than the parties hereto, their successors and permitted assigns hereunder and the Indemnified Parties, any benefit or any legal or equitable right, remedy or claim to any person other than the parties hereto (and any Indemnified Parties to the extent applicable).

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Jeffrey Blumquist
	Name:	Jeffrey Blumquist
	Title:	Managing Director
BANK OF AMERICA, N.A.
By:	/s/ Jeffrey Blumquist
	Name:	Jeffrey Blumquist
	Title:	Managing Director

Project Truman — Commitment Letter

UBS LOAN FINANCE LLC
By:	/s/ Simon Walker
	Name:	Simon Walker
	Title:	Managing Director
By:	/s/ John C. Duncanson
	Name:	John C. Duncanson
	Title:	Director
UBS SECURITIES LLC
By:	/s/ Simon Walker
	Name:	Simon Walker
	Title:	Managing Director
By:	/s/ John C. Duncanson
	Name:	John C. Duncanson
	Title:	Director

Project Truman — Commitment Letter

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Kevin D. Emerson
	Name:	Kevin D. Emerson
	Title:	Authorized Signatory
MORGAN STANLEY & CO. LLC
By:	/s/ Kevin D. Emerson
	Name:	Kevin D. Emerson
	Title:	Authorized Signatory

Project Truman — Commitment Letter

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:

PEABODY ENERGY CORPORATION

By:	/s/ Carey J. Dubois Name: Carey J. Dubois
	Title: Vice President and Treasurer

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EXHIBIT A

SUMMARY OF TERMS AND CONDITIONS
PEABODY ENERGY CORPORATION
US$2,000,000,000 BRIDGE FACILITY¹

Borrower:	Peabody Energy Corporation, a Delaware corporation (the “Company” or “Borrower”).
Administrative
Agent:	Bank of America, N.A. (“Bank of America”) will act as sole administrative agent (the “Administrative Agent”).
Syndication
Agent and
Co-Documentation
Agents:	To be determined.
Joint Lead Arrangers and
Joint Book Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), UBS Securities LLC (“UBSS”) and Morgan Stanley & Co. LLC (“MS”) will act as joint lead arrangers and joint book managers (in such capacities, the “Lead Arrangers”).
Lenders:	A syndicate of financial institutions (including Bank of America, UBS Loan Finance LLC and Morgan Stanley Senior Funding, Inc.) arranged by MLPFS, UBSS and MS, which institutions shall be reasonably acceptable to the Borrower (such consent of the Borrower not to be unreasonably withheld or delayed) (collectively, the “Lenders”).
Bridge
Facility:	An aggregate principal amount of up to US$2,000,000,000 will be available in multiple drawings (each such drawing, a “Post-Closing Borrowing”, and the aggregate principal amount of each Post-Closing Borrowing, a “Post-Closing Draw Amount”) during the period from the Closing Date until the Maturity Date (as defined below) (the “Availability Period”); provided, that no more than three drawings may be made during the Availability Period and each drawing shall be in an aggregate principal amount of not less than US$500,000,000.
Purpose:	The proceeds of the Bridge Facility shall be used to finance in part the acquisition of a controlling interest in Macarthur Coal Limited (the “Acquisition”) and to pay fees and expenses for the Acquisition and Bridge Facility.

¹ Capitalized terms used in this Summary of Terms and Conditions and not otherwise defined are used herein as defined in the Commitment Letter to which this summary is attached.

Closing Date:	The date of execution of definitive loan documentation and satisfaction or waiver of the “Conditions Precedent to Closing” set forth below, to occur on or before the date which is 9 months after the date of the Commitment Letter (the “Closing Date”).
Interest Rates:	As set forth in Addendum I.
Maturity:	All amounts outstanding under the Bridge Facility shall be due and payable 364 days from the Closing Date (the “Maturity Date”).
Security:	The Bridge Facility and the borrowings thereunder will be unsecured.
Guarantees:	The Bridge Facility will be guaranteed by the subsidiaries of the Company that guarantee the Existing Credit Agreement (as defined herein). For the avoidance of doubt, there shall be no requirement for Bidco, the Target or any of their respective subsidiaries to give any guarantees.
Optional
Prepayments
and Commitment
Reductions:	The Borrower may permanently reduce the commitments under or prepay the Bridge Facility in whole or in part at any time without premium or penalty, subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings on a day other than the last day of an interest period.
Mandatory
Prepayments and
Commitment
Reductions:	An amount equal to 100% of all Disposition Proceeds (as defined below) and Capital Markets Proceeds (as defined below) shall be applied to prepay the loans under the Bridge Facility, except (x) in the case of any non-domestic subsidiary, to the extent such application or prepayment would result in a material adverse tax consequence as reasonably determined by the Borrower, (y) in the case of any non-wholly owned subsidiary of the Borrower that is a public company, to the extent that such proceeds are not actually received by the Borrower or a wholly-owned subsidiary of the Borrower or, if received, such application or prepayment is otherwise not required as a result of the operation of clause (x) above, or (z) in the case of any non-wholly owned subsidiary of the Borrower that is not a public company, to the extent that such proceeds are not actually received by the Borrower or a wholly-owned subsidiary of the Borrower (i) after using commercially reasonable efforts to procure receipt by the Borrower or a wholly-owned subsidiary of the Borrower or (ii) as a result of a contractual prohibition in effect or, in either case, such application or prepayment is otherwise not required as a result of the operation of clause (x) above. Any Capital Markets Proceeds received on or prior to the Closing Date shall, together with the amount of any reduction in the cash portion of the acquisition consideration on or prior to the Closing Date, automatically and

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	permanently reduce dollar-for-dollar the commitments of the Lenders in respect of the Bridge Facility as and when received, in each case on a pro rata basis.
	“Capital Markets Proceeds” means, subject to exceptions as may be mutually agreed between the Borrower and MLPFS, UBSS and MS, (x) all net cash proceeds from the issuance in the capital markets of additional equity and equity-linked interests in the Borrower or any of its subsidiaries and (y) all net cash proceeds from the issuance or incurrence of debt of the Borrower or any of its subsidiaries (other than Permitted Ordinary Course Financings or issuances or incurrences of debt by Bidco or its subsidiaries, the proceeds of which are used in connection with the Acquisition (it being understood that the Acquisition does not include any put by ArcelorMittal S.A. or a subsidiary of ArcelorMittal S.A. of its equity in Bidco to the Company or any of its subsidiaries)), in each case that are actually received by the Borrower or any of its subsidiaries or funded into escrow pending the closing of the Acquisition.
	“Disposition Proceeds” means all net cash proceeds of sales and casualty or condemnation losses of property and assets of the Borrower and its subsidiaries, in each case, that are actually received by the Borrower or any of its subsidiaries (other than sales made in the ordinary course of business and any other sale having net cash proceeds less than US$50,000,000 and subject to other exceptions to be agreed, including customary reinvestment rights during the 180 days following receipt of such net cash proceeds).
Conditions Precedent
to Closing:
	The closing and the initial extension of credit under the Bridge Facility will only be subject to satisfaction of the following conditions precedent (which shall be set forth in the definitive loan documentation in the same form as below):
	(i)	The negotiation, execution and delivery of definitive documentation for the Bridge Facility reasonably satisfactory to the Lead Arrangers, the Administrative Agent and the Lenders and consistent with the Commitment Letter and this Summary of Terms (it being understood and agreed that definitive documentation in substantially the form of the Existing Credit Agreement (as defined below) with such changes thereto as are necessary to reflect the terms and conditions of the Commitment Letter and this Summary of Terms is reasonably satisfactory to the Lead Arrangers). In addition, the Administrative Agent shall have received (A) customary opinions of counsel for the Borrower and the Guarantors as to Company and the Loan Documents in substantially the same form those delivered in connection with the Existing Credit Agreement, (B) such corporate resolutions, certificates and other customary closing documents in substantially the same form as those delivered in

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	connection with the Existing Credit Agreement, (C) at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, and (D) corporate resolutions of the Borrower’s board of directors authorizing the Acquisition.
(ii)	If the Tender proceeds by way of a takeover bid, Bidco shall have acquired a “relevant interest” (as defined in the Australian Corporations Act 2001 (Cth)) in at least 50.01% of the shares in the Target.
	If the Tender proceeds by way of a scheme of arrangement, the scheme of arrangement has become “effective” (as that term is used in Part 5.1 of the Australian Corporations Act 2001 (Cth) such that Bidco has acquired or will acquire a “relevant interest” (as defined in the Australian Corporations Act 2001 (Cth)) in at least 50.01% of the shares in the Target.
(iii)	All accrued fees and expenses (including legal fees and expenses) and other compensation payable to the Administrative Agent, the Lead Arrangers and the Lenders, to the extent required under the Fee Letter or any other fee letter in respect of the Bridge Facility executed by you or invoiced at least two business days before the Closing Date, shall have been paid.
(iv)	The Specified Representations shall be true and correct in all material respects on the date of such extension of credit; it being understood and agreed that the Specified Representations for purposes of any condition to borrowing shall be in the form specified in Addendum II to the Summary of Terms.
(v)	All conditions set forth in the bidder’s statement to be issued by Bidco (if the Tender proceeds by way of a takeover bid) or in the scheme booklet (if the Tender proceeds by way of a scheme of arrangement) shall have been (x) satisfied or (y) waived by Bidco (in the case of a takeover bid) or by Bidco or the Target, as applicable (in the case of a scheme of arrangement).
(vi)	Evidence that one of the following has occurred: (1) Bidco receiving notice from, or on behalf of, the Australian Federal Treasurer to the effect that there is no objection under the Australian Government’s foreign investment policy or under the Foreign Acquisition and Takeovers Act 1975 (Cth) (the “FATA”) to the acquisition by Bidco of the Target shares under the Tender and that notice is not subject to any condition; (2) the period provided under the FATA during which the Australian Treasurer may make an order under section 18 or an interim order under section 22 of the FATA prohibiting the acquisition by Bidco of the Target shares under the Tender elapsing, without such an order being made; or (3) if an interim order prohibiting

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the acquisition of the Target shares by Bidco under the Tender is made by the Australian Treasurer under section 22 of the FATA, the subsequent period for making a final order prohibiting the acquisition elapsing, without such a final order being made.

Conditions Precedent
To Subsequent
borrowings:	Following the Closing Date and the initial extension of credit under the Bridge Facility, any extension of credit under the Bridge Facility shall be subject to the Specified Representations being true and correct in all material respects on the date of such extension of credit.
Representations
and Warranties:	Substantially the same as those in the Credit Agreement dated as of June 18, 2010 among the Borrower, Peabody Holland B.V., Bank of America N.A. and the other agents and lenders party thereto and including any amendments thereto as of the date hereof (the “Existing Credit Agreement”) (with such changes thereto as may be reasonably satisfactory to the Borrower, the Administrative Agent and the Lead Arrangers).
Covenants:	Substantially the same as those in the Existing Credit Agreement as of the date hereof (with such changes as may be reasonably satisfactory to the Borrower, the Administrative Agent and the Lead Arrangers) and Bidco shall use of all of the proceeds of any extension of credit under the Bridge Facility for the acquisition of equity interests in the Target. For the purpose of clarity, Bidco and its Subsidiaries (as defined in the Existing Credit Agreement), unless designated as Unrestricted Subsidiaries (as defined in the Existing Credit Agreement), shall be Restricted Subsidiaries; provided that Bidco shall not be designated as an Unrestricted Subsidiary.
Financial Covenant:	Substantially the same as those in the Existing Credit Agreement.
Events of Default:	Substantially the same as those in the Existing Credit Agreement with such changes thereto as may be reasonably satisfactory to the Borrower, Administrative Agent and, the Lead Arrangers.
Assignments and
Participations:	Assignments: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in a minimum amount equal to US$5 million.
	Consents: The consent of the Borrower will be required unless (i) an Event of Default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term is defined in the Existing Credit Agreement). The consent of the Administrative Agent will be required for any assignment to an entity that is not a Lender, an affiliate of such Lender or an Approved Fund in respect of such Lender.

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	Assignments Generally: An assignment fee in the amount of US$3,500 will be charged with respect to each assignment unless waived by the Administrative Agent in its sole discretion. Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the loan documentation to any Federal Reserve Bank.
	Participations: Lenders will be permitted to sell participations with voting rights limited to customary matters such as changes in amount, rate and maturity date.
Waivers and
Amendments:	Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate amount of the loans and commitments under the Bridge Facility (the “Required Lenders”), except that (a) the consent of each Lender shall be required with respect to (i) the waiver of conditions precedent (other than the condition precedent specified above in clause (ii) of “Conditions Precedent to Closing”) to the initial credit extension under the Bridge Facility, (ii) the amendment of pro rata sharing provisions and (iii) the amendment of the voting percentages of the Lenders, and (b) the consent of each Lender affected thereby shall be required with respect to (i) increases or extensions in the commitment of such Lender, (ii) reductions of principal, interest or fees, and (iii) extensions of scheduled maturities or times for payment.
Indemnification:	The Borrower will indemnify and hold harmless the Administrative Agent, each Lead Arranger, each Lender and their respective affiliates and their partners, directors, officers, employees, agents and advisors from and against all losses, claims, damages, liabilities and expenses arising out of or relating to the Bridge Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable attorneys’ fees, except to the extent found by a court of competent jurisdiction to have resulted from such indemnified person’s or its partner’s, director’s, officer’s, employee’s, agent’s, or advisor’s gross negligence, bad faith or willful misconduct or material breach of its obligations under the Loan Documents. This indemnification shall survive and continue for the benefit of all such persons or entities.
Governing Law:	State of New York.
Pricing/Fees/
Expenses:	As set forth in Addendum I.

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ADDENDUM I
PRICING, FEES AND EXPENSES

Interest Rates:	At the Borrower’s option, any loan under the Bridge Facility will bear interest at a rate equal to (i) LIBOR plus the Applicable Margin, as determined in accordance with the Duration Pricing table set forth below for LIBOR Loans, or (ii) the Base Rate (to be defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50% and (c) one-month LIBOR plus 1.00%) plus the Applicable Margin, as determined in accordance with the Duration Pricing table set forth below for Base Rate Loans.
	The Borrower may select interest periods of one or two weeks or one, two, three or six months for LIBOR Loans. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.
	During the continuance of any payment default under the Bridge Facility the Applicable Margin on the amount of the payments resulting in such default shall increase by 2.00% per annum. Upon the request of the Required Lenders, during the continuance of an Event of Default under the Bridge Facility, the Applicable Margin on obligations owing thereunder shall increase by 2.00% per annum.
Duration
Pricing:	The Applicable Margin for LIBOR Loans and the Applicable Margin for Base Rate Loans shall be, at any time, the rate per annum set forth in the table below opposite such time:

	LIBOR Loans
Period since the Closing	Applicable			Base Rate Loans
Date	Margin			Applicable Margin
0-29 days		3.00	%		2.00	%
30-59 days		3.25	%		2.25	%
60-89 days		3.50	%		2.50	%
90-119 days		3.75	%		2.75	%
120-364 days		4.00	%		3.00	%

Duration Fees:	The Borrower shall pay for the ratable benefit of the Lenders the following fees, calculated as a percentage of the aggregate amounts outstanding under the Bridge Facility, on the following dates if all advances (if any) have not been paid in full prior to such date:
	90th day following the Closing Date            1.00%
	180th day following the Closing Date            1.50%

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	270th day following the Closing Date            2.00%
Commitment Fees:	The Borrower shall pay for the ratable benefit of the Lenders a commitment fee calculated at the rate of 0.40% per annum, on the average daily undrawn commitments under the Bridge Facility, payable quarterly in arrears and on the Maturity Date.
Calculation of
Interest and Fees:	Other than calculations in respect of interest at the Bank of America prime rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360 day year.
Cost and Yield
Protection:	Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or reserve requirements or their interpretation, illegality, unavailability of LIBOR deposits, reserves without proration or offset and payments free and clear of withholding or other taxes.
Expenses:	The Borrower will pay all reasonable and documented costs and expenses associated with the preparation, due diligence, administration, syndication and closing of the Bridge Facility, including, without limitation, the legal fees of counsel to the Lead Arrangers, regardless of whether or not the Bridge Facility is closed. The Borrower will also pay the reasonable and documented expenses of the Administrative Agent and each Lender in connection with the enforcement of the Bridge Facility.

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ADDENDUM II
SPECIFIED REPRESENTATIONS

For purposes hereof, the term “Loan Party” shall mean any Person (as defined in the Existing Credit Agreement) who is a US Loan Party (as defined in the Existing Credit Agreement) immediately prior to the Closing Date (and excluding, for avoidance of doubt, the Target and its subsidiaries). When a capitalized term used herein is defined with reference to its definition in the Existing Credit Agreement (e.g. “Person”), all uses of such term in this Addendum II shall have such meaning.

1) Due Organization and Existence of Loan Parties. Each Loan Party is duly organized or formed and validly existing.

2) Power and Authority. Each Loan Party has all requisite power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.

3) Due Authorization, Execution, Delivery and Enforceability of Loan Documents. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action. Each Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. Each Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws (as defined in the Existing Credit Agreement) relating to or affecting creditors’ rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied covenant of good faith and fair dealing.

4) No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, do not and will not (a) contravene the terms of any of such Person’s Organization Documents (as defined in the Existing Credit Agreement), (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation (as defined in the Existing Credit Agreement) to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority (as defined in the Existing Credit Agreement) to which such Person or its property is subject or (c) violate any Law binding on such Person, except in each case referred to in clause (b) or (c) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect (as defined below).

The term “Material Adverse Effect” means a material adverse effect upon (a) the business, assets, operations, property or condition (financial or otherwise) of the Company and its Restricted Subsidiaries (as defined in the Existing Credit Agreement, and excluding for avoidance of doubt, the Target and its subsidiaries) immediately prior to the Closing Date taken as a whole or (b) the validity or enforceability of this or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

5) Margin Regulations; Investment Company Act.

     (a) The Company is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB (as defined in the Existing Credit Agreement)), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Bridge Loan, not more than 25% of the value of the assets (either of the Company only or of the Company and its Subsidiaries (as defined in the Existing Credit Agreement) on a consolidated basis)

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subject to the provisions of Section 7.01, Section 7.04 or Section 7.05 (in each case, of the Existing Credit Agreement) or subject to any restriction contained in any agreement or instrument between the Company and any Lender or any Affiliate (as defined in the Existing Credit Agreement) of any Lender relating to Indebtedness and within the scope of Section 8.01(e) (of the Existing Credit Agreement) will be margin stock.

(b) None of the Company or any other Loan Party is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(6) Status of Bridge Loans as Senior Debt. The Bridge Loans shall rank pari passu with any other senior Indebtedness (as defined in the Existing Credit Agreement) of the Company.

(7) Solvency. The Company and its Restricted Subsidiaries on a consolidated basis are Solvent.

The term “Solvent” and “Solvency” shall mean, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person is, as of such date, greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as such debts and other liabilities become absolute and matured, (c) such Person does not, and will not, have an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts and liabilities as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, subordinated, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, subordinated, disputed, undisputed, secured or unsecured.

(8) Patriot Act. No Loan Party is in violation in any material respect of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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EX-99.1

Exhibit 99.1

news release

FOR IMMEDIATE RELEASE

PEABODY ENERGY AND ARCELORMITTAL SUBMIT ALL CASH OFFER TO ACQUIRE MACARTHUR COAL

• All cash takeover offer for Macarthur Coal by Peabody Energy and ArcelorMittal

• Total value of A$15.66 cash per share represents 45% premium to one month volume weighted average price

• Provides Macarthur Coal shareholders with attractive premium, liquidity and certainty of value

St. Louis, Luxembourg, August 1 — Peabody Energy (NYSE: BTU) and ArcelorMittal (NYSE: MT) today confirm that following the recent completion of due diligence they intend to launch an all-cash off-market takeover bid to acquire all the shares in Macarthur Coal Ltd (ASX: MCC).

Under the offer, Macarthur shareholders will be offered A$15.50 cash per share, valuing the equity in Macarthur at approximately A$4.7 billion.

Macarthur shareholders will also be entitled to retain any final dividend declared by Macarthur in respect of the financial year ended June 30, 2011, up to an amount of 16 cents per share, without reducing the offer price. This represents a total value of A$15.66 cash per share.

Following due diligence, Peabody and ArcelorMittal attempted to negotiate a bid implementation agreement (BIA) with Macarthur. However, Macarthur was not willing to engage on a BIA on customary terms even with Peabody and ArcelorMittal’s willingness to improve the price from the original proposal if such a BIA could be

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agreed. As a result, a formal offer was submitted to Macarthur, valuing the company at $15.66 per share (inclusive of the dividend) without a BIA while seeking a recommendation. The Macarthur board declined to recommend this offer.

“Peabody and ArcelorMittal believe our bid is compelling,” said Peabody Energy Chairman and Chief Executive Officer Gregory H. Boyce, “And we have decided to take this attractive offer directly to Macarthur shareholders to provide them with significant value.”

Aditya Mittal, CFO ArcelorMittal said, “We are making an attractive offer directly to shareholders, which represents a 41% premium to the closing price immediately before our approach was disclosed to the market.”

The total value to be received by Macarthur shareholders of up to A$15.66 per share represents a substantial premium of:

• 41% to A$11.08 per share, the closing price on July 11, the day Peabody and ArcelorMittal’s approach was disclosed to the market;

• 44% to A$10.85 per share, the 15-day VWAP to July 11;

• 45% to A$10.82 per share, the one-month VWAP to July 11;

• 38% to A$11.32 per share, the three-month VWAP to July 11; and

• 36% to A$11.50 per share, the price at which Macarthur raised equity in August 2010.

Peabody and ArcelorMittal urge Macarthur shareholders to accept the offer to receive a substantial premium for their investment.

• This is an offer that is superior to Macarthur’s relevant trading ranges, not only in its recent trading history, but over an extended time frame.

• The bid fully recognises Macarthur’s existing operations and growth prospects.

• The deal protection measures to which Macarthur refers are, in fact, quite customary.

Should the offer be successful, Macarthur will form an integral part of Peabody Australia and expand ArcelorMittal’s mining interests in the key resource market of Australia. Both Peabody and ArcelorMittal acknowledge and value the contribution that Macarthur employees will make to the ongoing operations and growth plans.

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The offer is made by a newly formed company, PEAMCoal Pty Ltd (ACN 152 004 772), to be owned 60% by Peabody and 40% by ArcelorMittal. PEAMCoal has a relevant interest of 16.1% in Macarthur’s shares. Committed financing for the transaction has been secured.

The offer is subject to a limited number of conditions including minimum 50.01% acceptances, approval by Australia’s Foreign Investment Review Board, other regulatory approvals and other standard conditions.

Peabody and ArcelorMittal expect to lodge the Bidder’s Statement in relation to the offer with the Australian Securities and Investments Commission (“ASIC”) shortly. The Bidder’s Statement will set out in detail why Macarthur shareholders should accept the offer and will be dispatched to Macarthur shareholders approximately two weeks after its lodgement with ASIC. In the interim, any Macarthur shareholder seeking further information regarding the offer should contact PEAMCoal’s Offer Information Line on 1800 992 039 (for callers within Australia) or +61 2 8280 7692 (for callers outside Australia).

UBS is serving as lead financial adviser to Peabody. Bank of America Merrill Lynch and Morgan Stanley are also providing financial advisory services, and Freehills is serving as legal adviser. ArcelorMittal has engaged RBC Capital Markets as its financial adviser and Mallesons Stephen Jaques as its legal adviser for the proposed transaction.

-End-

Peabody Energy Forward Looking Statement

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on numerous assumptions that the company believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations. These factors are difficult to accurately predict and may be beyond the company’s control. The company does not undertake to update its forward-looking statements. Factors that could affect results include those described in this press release as well as risks detailed in the company’s reports filed with the Securities and Exchange Commission.

ArcelorMittal Forward Looking Statement

This document contains forward-looking information and statements about ArcelorMittal and its subsidiaries. Forward-looking statements may be identified by the words “will,” “believe,” “expect” or similar expressions. Although ArcelorMittal’s management believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of ArcelorMittal’s securities are

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cautioned that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond the control of ArcelorMittal, that could cause actual results and developments to differ materially and adversely from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the filings with the Luxembourg Stock Market Authority for the Financial Markets (Commission de Surveillance du Secteur Financier) and the United States Securities and Exchange Commission (the “SEC”) made or to be made by ArcelorMittal, including ArcelorMittal’s Annual Report on Form 20-F for the year ended 31 December, 2010 filed with the SEC. ArcelorMittal undertakes no obligation to publicly update its forward-looking statements, whether as a result of new information, future events or otherwise.

About Macarthur Coal

Macarthur Coal is a leading producer of low-volatile PCI metallurgical coal with production and development assets in the Bowen Basin, Australia, including the Coppabella and Moorvale Joint Venture, Middlemount and Codrilla. It holds total coal reserves of 270 million tonnes and total resources of approximately 2.3 billion tonnes.

About Peabody Energy

Peabody Energy is the world’s largest private-sector coal company and a global leader in clean coal solutions. With 2010 sales of 246 million tons and nearly $7 billion in revenues, Peabody Energy fuels 10% of U.S. power and 2% of worldwide electricity. For more information about Peabody Energy visit: www.peabodyenergy.com. Contact: Vic Svec (+1 314 342-7768)

About ArcelorMittal

ArcelorMittal is the world’s leading integrated steel and mining company, with operations in more than 60 countries. In 2010, ArcelorMittal had revenues of US$78 billion and crude steel production of 90.6 million tonnes, representing approximately 8% of world steel output. ArcelorMittal’s mining operations produced 47 million tonnes of iron ore and 7 million tonnes of metallurgical coal as well in 2010. For more information about ArcelorMittal visit: www.arcelormittal.com. Contact: Giles Read
(+44 20 3214 2845)

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EX-99.2

Exhibit 99.2

news release

FOR IMMEDIATE RELEASE

PEABODY ENERGY AND ARCELORMITTAL LODGE BIDDER’S STATEMENT FOR MACARTHUR COAL OFFER

St. Louis, Luxembourg, August 4 — Peabody Energy (NYSE: BTU) and ArcelorMittal (NYSE: MT) today lodged with the Australian Securities and Investments Commission (“ASIC”) the Bidder’s Statement for their all-cash off-market takeover bid to acquire all the shares in Macarthur Coal Ltd (ASX: MCC).

A copy of the Bidder’s Statement is available from Peabody’s website www.peabodyenergy.com and also from ArcelorMittal’s website www.arcelormittal.com.

Under the offer, Macarthur shareholders will be offered A$15.50 cash per share, valuing the equity in Macarthur at approximately A$4.7 billion. Macarthur shareholders will also be entitled to retain any final dividend declared by Macarthur in respect of the financial year ended June 30, 2011, up to an amount of 16 cents per share, without reducing the offer price. This represents a total value of A$15.66 cash per share.

The Bidder’s Statement sets out in detail why Macarthur shareholders should accept the offer. The Bidder’s Statement is expected to be posted to Macarthur shareholders in approximately two weeks.

As outlined in the Bidder’s Statement, Macarthur’s share price has significantly underperformed its resource peers over the 12 months prior to the initial announcement date of Peabody and ArcelorMittal’s proposal. Over this period, Macarthur’s share price declined by 17.3% while the S&P/ASX 200 Resources Index

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rose by 12.8%, meaning that Macarthur has underperformed its resource peers by more than 30%.

“Peabody and ArcelorMittal are moving ahead with our compelling bid and look forward to having the offer documents in Macarthur shareholders’ hands as soon as possible, “ said Peabody Energy Chairman and Chief Executive Officer Gregory H. Boyce. “The offer gives full credit to the state of Macarthur’s current operations and development projects”.

Aditya Mittal, CFO and Member of the Group Management Board at ArcelorMittal said, “Our all-cash offer represents outstanding value for Macarthur shareholders. It represents an excellent premium and is the only offer on the table.”

The total value to be received by Macarthur shareholders of up to A$15.66 per share represents a substantial premium of:

• 41% to A$11.08 per share, the closing price on July 11, the day Peabody and ArcelorMittal’s approach was disclosed to the market;

• 45% to A$10.82 per share, the one-month VWAP to July 11;

• 38% to A$11.32 per share, the three-month VWAP to July 11; and

• 30% to A$12.02 per share, the twelve-month VWAP to July 11.

Peabody and ArcelorMittal urge Macarthur shareholders to accept the offer to receive a substantial premium for their investment.

Should the offer be successful, Macarthur will form an integral part of Peabody Australia and expand ArcelorMittal’s mining interests in the key resource market of Australia. Both Peabody and ArcelorMittal acknowledge and value the contribution that Macarthur employees will make to the ongoing operations and growth plans.

The offer is made by a newly formed company, PEAMCoal Pty Ltd (ACN 152 004 772), to be owned 60% by Peabody and 40% by ArcelorMittal. PEAMCoal has a relevant interest of 16.1% in Macarthur’s shares. Committed financing for the transaction has been secured.

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The offer is subject to a limited number of conditions including minimum 50.01% acceptances, approval by Australia’s Foreign Investment Review Board, other regulatory approvals and other standard conditions as attached to this release.

Any Macarthur shareholder seeking further information regarding the offer should contact PEAMCoal’s Offer Information Line on 1800 992 039 (for callers within Australia) or +61 2 8280 7692 (for callers outside Australia).

-End-

Peabody Energy Forward Looking Statement

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on numerous assumptions that the company believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations. These factors are difficult to accurately predict and may be beyond the company’s control. The company does not undertake to update its forward-looking statements. Factors that could affect results include those described in this press release as well as risks detailed in the company’s reports filed with the Securities and Exchange Commission.

ArcelorMittal Forward Looking Statement

This document contains forward-looking information and statements about ArcelorMittal and its subsidiaries. Forward-looking statements may be identified by the words “will,” “believe,” “expect” or similar expressions. Although ArcelorMittal’s management believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of ArcelorMittal’s securities are cautioned that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond the control of ArcelorMittal, that could cause actual results and developments to differ materially and adversely from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the filings with the Luxembourg Stock Market Authority for the Financial Markets (Commission de Surveillance du Secteur Financier) and the United States Securities and Exchange Commission (the “SEC”) made or to be made by ArcelorMittal, including ArcelorMittal’s Annual Report on Form 20-F for the year ended 31 December, 2010 filed with the SEC. ArcelorMittal undertakes no obligation to publicly update its forward-looking statements, whether as a result of new information, future events or otherwise.

About Macarthur Coal

Macarthur Coal is a leading producer of low-volatile PCI metallurgical coal with production and development assets in the Bowen Basin, Australia, including the Coppabella and Moorvale Joint Venture, Middlemount and Codrilla. It holds total coal reserves of 270 million tonnes and total resources of approximately 2.3 billion tonnes.

About Peabody Energy

Peabody Energy is the world’s largest private-sector coal company and a global leader in clean coal solutions. With 2010 sales of 246 million tons and nearly $7 billion in revenues, Peabody Energy fuels 10% of U.S. power and 2% of worldwide electricity. For more information about Peabody Energy visit: www.peabodyenergy.com. Contact: Vic Svec (+1 314 342-7768)

About ArcelorMittal

ArcelorMittal is the world’s leading integrated steel and mining company, with operations in more than 60 countries. In 2010, ArcelorMittal had revenues of US$78 billion and crude steel production of 90.6

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million tonnes, representing approximately 8% of world steel output. ArcelorMittal’s mining operations produced 47 million tonnes of iron ore and 7 million tonnes of metallurgical coal as well in 2010. For more information about ArcelorMittal visit: www.arcelormittal.com. Contact: Giles Read (+44 20 3214 2845)

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