Deed

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Exhibit 10.1

Deed

Implementation deed

PEAMCoal Pty Ltd

Macarthur Coal Limited

tony.damian@freehills.com



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

Contents

Table of contents



	The deed	3

1	Definitions, interpretation and deed components	4
	1.1 Deed components	4
	1.2 Definitions	4
	1.3 Interpretation	8
	1.4 Inclusive expressions	9

2	Recommendation	9

3	Public announcements	10

4	Facilitating the Offer	10
	4.1 Target’s Statement	10
	4.2 Promoting the Takeover Bid	10
	4.3 Bid Conditions	10

5	Appointment of directors	11

6	Reimbursement Fee	11
	6.1 Background to Reimbursement Fee	11
	6.2 Reimbursement Fee trigger	11
	6.3 Timing of payment of Reimbursement Fee	12
	6.4 Basis of Reimbursement Fee	12
	6.5 Compliance with law	12
	6.6 Reimbursement Fee payable only once	12
	6.7 Other Claims	13

7	Exclusivity arrangements	13
	7.1 Prohibition	13
	7.2 Fiduciary exception to no talk and notification provisions	13
	7.3 Provision of information	14
	7.4 Notification of approaches	14
	7.5 Matching right	14
	7.6 Cease discussions	15

8	Confidentiality	15
	8.1 Permitted disclosure	15
	8.2 Survival of obligations	15

9	Warranties	16
	9.1 Macarthur Warranties	16
	9.2 PEAMCoal Warranties	17
	9.3 Reliance on representations and warranties	18
	9.4 Notification	18

10	Termination	18
	10.1 Termination rights	18

Implementation deed page 1



	10.2 Effect of termination	18
	10.3 Termination	18

11	Duties, costs and expenses	19
	11.1 Duties	19
	11.2 Parties to bear own other costs	19

12	GST	19
	12.1 Interpretation	19
	12.2 GST gross up	19
	12.3 Reimbursements and indemnifications	19
	12.4 Tax invoice	20

13	General	20
	13.1 Notices	20
	13.2 Governing law and jurisdiction	21
	13.3 Service of process	21
	13.4 Waivers and variation	22
	13.5 Assignment	22
	13.6 Further assurances	22
	13.7 Approvals and consent	22
	13.8 Remedies cumulative	22
	13.9 Counterparts	22
	13.10 Prohibition and enforceability	22
	13.11 No merger	23
	13.12 Entire agreement	23
	13.13 Contra proferentem excluded	23
	13.14 Attorneys	23

Implementation deed page 2

The deed

Implementation deed

Date► 30 August 2011

Between the parties



PEAMCoal		PEAMCoal Pty Ltd

		ACN 152 004 772 of Level 13, BOQ Centre, 259 Queen Street, Brisbane Queensland 4000

		( PEAMCoal )

Macarthur		Macarthur Coal Limited

		ACN 096 001 955 of 100 Melbourne Street, South Brisbane Queensland 4101

		( Macarthur )

Recitals		1 PEAMCoal has made a takeover bid for all the fully paid ordinary shares in Macarthur.

		2 The Directors are proposing to recommend the takeover bid in the absence of a Superior Proposal.

		3 The parties have agreed that the takeover bid will be facilitated on the terms and conditions set out in this deed.

This deed witnesses as follows:

Implementation deed page 3

1		Definitions, interpretation and deed 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
Agreed Announcements		1 an announcement proposed to be released to ASX by Macarthur relating to the Takeover Bid in the form agreed in writing between the parties; and

		2 an announcement proposed to be released to ASX by PEAMCoal relating to the Takeover Bid in the form agreed in writing between the parties.

Arcelor		ArcelorMittal S.A. of 19 avenue de la Liberté, L-2930 Luxembourg City, Luxembourg.

ASIC		the Australian Securities and Investments Commission.

ASX		ASX Limited ABN 98 008 624 691 or the stock market operated by it, as the context requires.

Associate		has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if section 12(1) of the Corporations Act included a reference to this deed.

Bid Conditions		the conditions to the Takeover Bid included in section 11.7 of the Bidder’s Statement.

Bidder’s Statement		the replacement bidder’s statement issued by PEAMCoal and dated 15 August 2011.

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.

Implementation deed page 4

1 <Definitions, interpretation and deed components


Term		Meaning
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 transaction contemplated by it.

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, 10% or more of the Shares or of the share capital of any Subsidiary of Macarthur;

		2 acquire Control of Macarthur or a Subsidiary of Macarthur;

		3 otherwise acquire (whether directly or indirectly) or become the holder of, or otherwise acquire, have a right to acquire or have an economic interest in all or a material part of Macarthur’s business or assets or the business or assets of any Subsidiary of Macarthur;

		4 otherwise acquire (whether directly or indirectly) or merge with Macarthur or a Subsidiary of Macarthur; or

		5 enter into any agreement, arrangement or understanding requiring Macarthur or any of the Directors to change, withdraw or modify the Directors’ recommendation of the Takeover Bid,

		whether by way of takeover bid, scheme of arrangement, securityholder approved acquisition, capital reduction or buy back, sale or purchase of shares, securities or assets, global assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), or other transaction or arrangement.

Confidentiality Agreement		the confidentiality agreement dated 14 July 2011 between Peabody, Arcelor and Macarthur.

Control		has the meaning given in section 50AA of the Corporations Act.

Corporations Act		the Corporations Act 2001 (Cth).

Implementation deed page 5

1 <Definitions, interpretation and deed components


Term		Meaning
Director		a director of Macarthur other than any director who is on leave of absence.

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.

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, any agreement to grant or create any of the above.

Exclusivity Period		the period from and including the date of this deed to the earlier of:

		1 the termination of this deed in accordance with its terms;

		2 the end of the Offer Period; or

		3 the date which is 6 months after the date of this deed.

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.

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 Law		the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Macarthur Board		the board of directors of Macarthur, other than any director who is on leave of absence.

Macarthur Group		Macarthur and each of its Subsidiaries.

Offer		Each offer to acquire Shares dated 18 August 2011 and made pursuant to the Takeover Bid, the terms of which are contained in the Bidder’s Statement, as are proposed to be increased in accordance with the Agreed Announcements.

Implementation deed page 6

1 <Definitions, interpretation and deed components


Term		Meaning
Offer Period		the period during which the Offer is open for acceptance.

Peabody		Peabody Energy Corporation of 701 Market Street, St Louis, Missouri, United States of America.

Public Authority		any government or any governmental, semi-governmental, statutory or judicial entity, agency or authority, whether in Australia, or elsewhere, including any self-regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and ASX or any other stock exchange.

Reimbursement Fee		the amount of $48,300,000 (exclusive of GST, if any).

Related Body Corporate		has the meaning given in section 50 of the Corporations Act.

Related Person		1 a Related Body Corporate of Macarthur;

		2 an adviser or consultant of Macarthur or an adviser or consultant of a Related Body Corporate of Macarthur; or

		3 a director, officer or employee of Macarthur or any entity referred to in paragraph 1 or 2 of this definition.

Relevant Interest		has the meaning given in sections 608 and 609 of the Corporations Act.

Share		a fully paid ordinary share in the capital of Macarthur.

Shareholder		a holder of Shares.

Subsidiary		has the meaning given in section 9 of the Corporations Act.

Superior Proposal		a bona fide Competing Proposal of the kind referred to in any of paragraphs 2, 3 or 4 of the definition of Competing Proposal (and not resulting from a breach by Macarthur of any of its obligations under clause 7 (it being understood that any actions by the Related Persons of Macarthur in breach of clause 7 shall be deemed to be a breach by Macarthur for the purposes hereof)) which the Macarthur Board, acting in good faith, and after receiving written legal advice from its legal advisers and written advice from its financial advisers, determines:

Implementation deed page 7

1 <Definitions, interpretation and deed components


Term		Meaning
		1 is reasonably capable of being valued and completed taking into account all aspects of the Competing Proposal, including any timing considerations and any conditions precedent; and

		2 would, if completed substantially in accordance with its terms, be more favourable to Shareholders (as a whole) than the Takeover Bid (as such Takeover Bid has been amended or varied following a previous application of the matching right set out in clause 7.5), taking into account all terms and conditions of the Competing Proposal.

Takeover Bid		the off-market takeover bid made by PEAMCoal for the Shares.

Target’s Statement		the target’s statement to be prepared by Macarthur in relation to the Takeover Bid.

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.

Third Party		a party other than Macarthur, and any Subsidiary of Macarthur, Peabody and PEAMCoal, and any Subsidiary of Peabody.

Unacceptable Circumstances		has the meaning set out in section 657A of the Corporations Act.


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

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