EX-101 INSTANCE DOCUMENT

We, the parties, refer to the Co-operation and Contribution Agreement between us dated 29 July 2011 (the CCA).

The CCA is amended and restated to read as set out in the Schedule (with the amendments marked for ease of identification).

This Deed takes effect, and we agree to be bound by the CCA (as amended by this Deed), from the date of this Deed.

Except as specifically amended by this Deed, all terms and conditions of the CCA remain in full force and effect. With effect from the date of this Deed, the CCA (as amended by this Deed), is to be read as a single integrated document incorporating the amendments effected by this Deed.

This Deed is governed by the laws of New South Wales. We irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.

This Deed may be executed in any number counterparts. All counterparts, taken together, constitute one instrument. We may execute this Deed by signing any counterpart.

Definitions, interpretation and agreement components    3

Agreement components    3

Definitions    3

Interpretation    9

Inclusive expressions    10

The Takeover Bid    10

Takeover Bid funding arrangements    10

Initial subscription by Peabody and AM BV2    10

Further subscriptions by Peabody and AM BV2    11

Set-off    15

Fractions    15

Constitution    15

Rights and ranking    16

Holdco's obligations    16

Conduct of the Offer    16

Substantial holder notifications    16

Conduct of the Offer    16

Reserved decisions in respect of the Offer    17

Public announcements    18

Dealings with Governmental Agencies    19

Compulsory acquisition    19

Bidder's Statement    19

Preparation    19

Compliance    20

Peabody Information    20

AM Information    20

Statements in the Bidder's Statement    21

Updating information    21

Standstill    21

Exclusivity arrangements    22

Prohibition    22

Cease existing discussions    24

Notification of approaches    24

Director arrangements    24

Notifications    24

Board resolution    25

Holdco constitution    25

Observer rights    25

Termination    25

Termination    25

Effect of termination    26

Duties imposed as a result of termination    26

Automatic termination    27

Termination by AM    27

Warranties    29

Mutual warranties    29

Warranties by AM    30

Warranties by Peabody    31

Warranties by Peabody, Holdco and Bidco    32

Reliance on representations and warranties    33

Notification    33

Independent warranties    33

Confidentiality    33

Duties, costs and expenses    33

Duties    33

Parties to pay own other costs    33

Common advisory costs    34

Break fees and other payments    34

GST    34

Definitions    34

GST    35

Tax invoices    35

Reimbursements    35

General    35

Notices    35

Governing law and jurisdiction    38

Service of process    38

Waivers and variation    39

Assignment    39

Further assurances    39

Approvals and consent    39

Remedies cumulative    39

Counterparts    39

Prohibition and enforceability    39

No merger    39

Entire agreement    40

Contra proferentem excluded    40

Specific performance    40

Attorneys    40

a reference to this agreement or another instrument includes any variation or replacement of any of them;

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;

the singular includes the plural and vice versa;

the word 'person' includes a firm, a body corporate, an unincorporated association or an authority;

a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

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;

a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

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;

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;

a reference to time is a reference to Brisbane time;

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;

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;

a reference to $ or A$ is to Australian currency unless denominated otherwise;

a term defined in the Corporations Act shall have the same meaning in this agreement; and

any reference to, or which relates to, the date of this agreement (or similar) is to 29 July 2011.

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).

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.

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.

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.

subscribe for 2 Holdco Shares;

deliver to Holdco an application for 2 Holdco Shares duly completed and executed by AM BV2;

pay to Holdco $2 in immediately available funds, being the subscription price for 2 Holdco Shares; and

agree to be bound by the constitution of Holdco upon the issuance of the 2 Holdco Shares;

subscribe for 1 Holdco Share;

deliver to Holdco an application for 1 Holdco Share, duly completed and executed by Peabody; and

pay to Holdco $1 in immediately available funds, being the subscription price for 1 Holdco Share;

agree to be bound by the constitution of Holdco upon the issuance of the 1 Holdco Share;

issue 2 Holdco Shares and deliver to AM BV2 a share certificate or holding statement in respect of 2 Holdco Shares; and

enter AM BV2's name in Holdco's register of members as the registered holder of 2 Holdco Shares;

issue 1 Holdco Share and deliver to Peabody a share certificate or holding statement in respect of 1 Holdco Share; and

enter Peabody's name in Holdco's register of members as the registered holder of that 1 Holdco Share.

Peabody to subscribe for Holdco Shares (the Peabody Subscription Shares); and

AM BV2 to subscribe for Holdco Shares (the AM Subscription Shares),

funding Bidco's acquisition of MCC Shares during the Offer Period through a combination of debt and equity;

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

funding Bidco's payment obligations in respect of any Duty arising in connection with Bidco's acquisition of MCC Shares,

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

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

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

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;

the date (Subscription Payment Date) on which:

Peabody must pay for the Peabody Subscription Shares; and

AM BV2 must pay for the AM Subscription Shares,

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.

in respect of the first Subscription Notice, (the Initial Cash Amount x 0.6) less (the Peabody Credit x 0.4); and

in respect of the second and each subsequent Subscription Notice, N_B x OC x 0.6.

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:

in respect of the first Subscription Notice, (the Initial Cash Amount x 0.4) plus (the Peabody Credit x 0.4); and

in respect of the second and each subsequent Subscription Notice, N_B x OC x 0.4.

For purposes of this clause 3:

Initial Cash Amount means (N_B x OC);

N_B 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;

N_P 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);

N_T 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;

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;

OC_L 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

Peabody Credit means the aggregate price paid or payable by Peabody or Bidco to third parties for the New Peabody Shares, but excludes the Initial Stake.

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:

Peabody to subscribe for Holdco Shares (the Peabody Top-Up Shares); and

AM BV2 to subscribe for Holdco Shares (the AM Top-Up Shares).

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

the number of:

Peabody Top-Up Shares that Peabody must subscribe for in accordance with the following formula:

AM Top-Up Shares that AM BV2 must subscribe for in accordance with the following formula:

the date (Top-Up Payment Date) on which:

Peabody must pay for the Peabody Top-Up Shares; and

AM BV2 must pay for the AM Top-Up Shares,

On the Top-Up Payment Date:

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 - OC_L) x N_T x 0.6; and

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 - OC_L) x N_T x 0.4.

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:

Peabody to subscribe for Holdco Shares (the Peabody Duty Shares); and

AM BV2 to subscribe for Holdco Shares (the AM Duty Shares).

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

the number of:

Peabody Duty Shares that Peabody must subscribe for in accordance with the following formula:

AM Duty Shares that AM BV2 must subscribe for in accordance with the following formula:

the date (Duty Payment Date) on which:

Peabody must pay for the Peabody Duty Shares; and

AM BV2 must pay for the AM Duty Shares,

On the Duty Payment Date:

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

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.

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

the first Business Day after the end of the Offer Period; and

the Subscription Payment Date, the Top-Up Payment Date or the Duty Payment Date (as the case may be),

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.

The parties agree that:

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;

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

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

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;

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;

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.

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).

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).

Holdco directs Peabody to pay directly to Bidco any amount due for payment by Peabody to Holdco under clause 3.2(d) and 3.2(i)(1).

Peabody and Bidco hereby agree that (unless Peabody, Holdco and Bidco otherwise agree in writing) Bidco and Peabody shall set-off any amount due for payment by Bidco to Peabody under the terms of the Offer as a result of the acquisition of the Initial Stake by Bidco against any amount due for payment by Peabody to Bidco as a result of the direction referred to in clause 3.3(c).

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.

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.

be issued as fully paid;

be issued free of all Encumbrances; and

rank equally in all respects with the other fully paid ordinary shares on issue in the capital of the

issue the relevant Peabody Subscription Shares, Peabody Top-Up Shares or Peabody Duty Shares to Peabody;

issue the relevant AM Subscription Shares. AM Top-Up Shares or AM Duty Shares to AM BV2;

issue to Peabody share certificates or holding statements in respect of the relevant Peabody Subscription Shares, Peabody Top-Up Shares or Peabody Duty Shares;

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;

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

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

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

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

participate in material meetings with MCC and MCC's major shareholders; and

access any due diligence information provided by MCC,

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

any discussions and negotiations with MCC and MCC's major shareholders; and

the progress of the Offer generally.

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.

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

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

in which Bidco has a Relevant Interest; and

for which the acceptance collection agent under any institutional acceptance facility relating to the Offer has received acceptance instructions in respect of the Offer,

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;

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;

free the Offer from the FIRB condition referred to in the Agreed Announcement;

free the Offer from the other regulatory approvals condition referred to in the Agreed

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

extend the Offer Period so that the Offer Period is greater than 6 months.

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.

For the purposes of this clause 4.3:

Peabody agrees that Richard A. Navarre shall be authorised to bind Peabody; and

AM agrees that Carole Whittall shall be authorised to bind AM,

Bidco will prepare all public announcements relating to the Offer, except for the Agreed Announcement.

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:

the Agreed Announcement; and

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),

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.

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.

(FIRB) Bidco will, as soon as reasonably practicable after the date of this agreement (if it has

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

on behalf of itself and the Peabody Group seeking to fulfil the FIRB condition referred to in the Pre-Bid Acceptance Deed.

(Other consents and approvals) Each party:

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;

will provide all reasonable assistance to the other parties (as required) in connection with obtaining any such consents or approvals;

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

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.

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

If Bidco acquires the right to compulsorily acquire any outstanding MCC Shares under Chapter 6A of the Corporations Act, Bidco must exercise that right.

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

As required by the Corporations Act, Bidco must prepare, lodge and serve the Bidder's Statement.

Bidco will:

prepare the Bidder's Statement in consultation with Peabody and AM;

provide Peabody and AM with a reasonable opportunity to review and comment on drafts of the Bidder's Statement; and

give reasonable consideration to all comments made by Peabody and AM on drafts of the Bidder's Statement.

the Corporations Act;

the ASX Listing Rules;

ASIC Regulatory Guides; and

Takeovers Panel Guidance Notes.

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.

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:

the Peabody Information; and

Bidco's intentions with respect to MCC (noting that Peabody, AM and Bidco will jointly

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.

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:

the AM Information; and

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 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.

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.

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.

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.

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.

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.

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:

acquire a Relevant Interest in any MCC Shares;

provide, or agree to provide, any consideration for MCC Shares under any purchase or agreement;

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

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).

Nothing in clause 5.7(a) prevents:

any party (or any of their respective Related Bodies Corporate or Associates) from taking any steps to implement the Offer;

any party (or any of their respective Related Bodies Corporate or Associates) acquiring a Relevant Interest in MCC Shares as a result of:

acceptances of the Offer;

the terms of this agreement; or

the terms of the Pre-Bid Acceptance Deed; or

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 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).

Despite any other provision in this agreement, AM consents to the acquisition by Peabody of the Initial Stake, provided that:

Peabody does not pay more than $16.00 for any of the MCC Shares that comprise the Initial Stake;

Peabody and Bidco enter into the Acceptance Deed; and

the number of MCC Shares that comprise the Initial Stake, when aggregated with the other MCC Shares that Bidco has a Relevant Interest in at the time the Initial Stake is acquired, is less than 20% of the total number of MCC Shares then on issue.

6 Exclusivity arrangements

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

(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

(no talk)

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;

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;

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

communicate to any person an intention to do anything referred to in this clause 6.1(a)(2).

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

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;

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:

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;

entering into the Pre-Bid Acceptance Deed; and

AM BV2 accepting the Offer; and

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

(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:

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;

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

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.

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.

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:

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

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.

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

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);

all material terms and conditions of the actual, proposed or potential Competing Proposal;

the type of Competing Proposal involved; and

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).

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

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

the directors of Holdco is convened and the appointment of each person notified under clause 7.1 as a director of Holdco is approved,

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.

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).

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.

Any observer nominated by either AM or Peabody shall not be entitled to:

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

receive any information if to do so would or would reasonably be likely to result in the waiver of legal professional privilege.

8 Termination

no party releases (or causes the release of) the Agreed Announcement to ASX during the Announcement Window;

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);

not all of the defeating conditions to the Offer have either been freed or fulfilled by the end of the Offer Period; or

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.

each party is released from its obligations to further perform its obligations under this agreement, except those expressed to survive termination;

each party retains the rights it has against the others in respect of any breach of this agreement occurring before termination; and

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:

clause 1 (Definitions, interpretation and agreement components);

if this agreement is terminated under clause 8.1(b), clause 3 (Takeover Bid funding arrangements);

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;

clause 8 (Termination);

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);

clause 10 (Confidentiality);

clause 11 (Duties, costs and expenses), except for clause 11.4 if this agreement is terminated by AM pursuant to clause 8.1(b);

clause 12 (GST);

clause 13 (General); and

Schedule 2 (Transfer Steps).

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.

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.

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):

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);

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

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.

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 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.

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:

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);

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

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);

an amount equal to all interest paid or payable by AM on the Funding Amounts in respect of the Purchase Price Calculation Period; and

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,

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

attached to them as at the date of this agreement; and

that accrue between the date of this agreement and the Transfer Date.

On or before the Transfer Date, AM and Peabody must carry out the steps referable to each of them in Schedule 2.

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.

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.

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)).

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:

(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;

(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

(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.

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).

For the purposes of this agreement:

Settlement Date means the later of:

the date which is 90 days after the date on which the Termination Notice is

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

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:

the Settlement Date; and

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).

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):

AM BV2 does not commence trading or have any function or operations other than the holding of Holdco Shares;

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

AM BV2 does not enter into any agreement, arrangement or understanding, except for this agreement and the Shareholders' Deed.

9 Warranties

(validly existing) it is a validly existing corporation registered under the laws of its place of incorporation;

(authority) the execution and delivery of this agreement has been properly authorised by all necessary corporate action by it;

(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;

(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

(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.

(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;

(Encumbrances) except for AM BV2's Relevant Interest in the AM Shares, the AM Shares are:

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);

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

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

(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;

(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):

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;

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

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;

(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;

(existing shares)

AM is the legal and beneficial owner of the AM BV2 Shares;

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;

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;

only Peabody is entitled to acquire any equity interest in AM BV2, and such entitlement is on the terms and conditions of this agreement;

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

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

(no trading) AM BV2 had not commenced trading and has, and has had, no function or operations other than the holding of Holdco Shares;

(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

(agreements) AM BV2 has not entered into any agreement, arrangement or understanding, except for this agreement and the Shareholders' Deed.

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

be free of all Encumbrances and other third party rights or interests of any nature (whether legal or otherwise);

rank equally in all respects with the other Holdco Shares; and

be issued as fully paid;

(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);

(Peabody Shares) either it or Bidco is the legal and beneficial owner of the Peabody Shares; and

(provision of information) subject to any obligations of confidence or other restrictions

(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;

(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):

has a Relevant Interest in any MCC Shares (other than the AM Shares, the Peabody Shares and any New Peabody Shares);

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

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;

(existing shares)

at the date of this agreement, Peabody owns all the Holdco Shares;

at the date of this agreement, the entire issued share capital of Holdco comprises 2 Holdco Shares;

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

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

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

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.

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.

10 Confidentiality

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.

The rights and obligations of the parties under the Confidentiality Agreement survive termination

11 Duties, costs and expenses

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.

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.

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.

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.

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

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

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.

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:

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

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.

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.

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

Unless expressly included, the consideration for any supply under or in connection with this agreement does not include GST.

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

Whenever an adjustment event occurs in relation to any taxable supply to which clause 12.2(b) applies:

the supplier must determine the amount of the GST component of the consideration payable; and

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.

13 General

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):

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.

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:

if by delivery in person, when delivered to the addressee;

if by post within Australia, 4 Business Days from and including the date of postage;

if by post to or from a place outside Australia, 7 Business Days from and including the date of postage;

if by facsimile transmission, when a facsimile confirmation receipt is received indicating successful delivery,

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.

In this clause 13.1, reference to an addressee includes a reference to an addressee's officers, agents or employees.

This agreement 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.

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.

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 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.

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.

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.

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

waived except in writing signed by the party granting the waiver; and

varied except in writing signed by the parties,

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.

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

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

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,

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

Pre-transfer steps

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.

On or before the Transfer Date:

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

AM must ensure that the directors of AM BV2 approve and resolve, subject to completion of the sale of the AM BV2 Shares occurring):

the change of the registered office of AM BV2 to an address nominated in writing by Peabody; and

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.

Before the Transfer Date:

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

Peabody will deliver to the same Dutch civil law notary executed powers of attorney authorising the notary to execute the deed of transfer.

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

AM must give Peabody (or its nominee):

all documents necessary to fully effect the transfer of the AM BV2 Shares to Peabody (or its nominee);

signed resignations of each director and officer of AM BV2;

the corporate documents, all prescribed registers, all statutory, minute and other business records of AM BV2;

all ledgers, journals and books of account of AM BV2;

all cheque books of each AM BV2 and a list of all bank accounts maintained by AM BV2;

all documents of title in the possession of AM BV2 relating to the ownership of AM BV2's Holdco Shares; and

all other books, records, accounts and other documents of AM BV2.

pay the Purchase Price;

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);

appoint new directors of AM BV2 immediately after execution of the deed of transfer of the AM