exv10w4







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.




______________






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	 	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
 

	 	 






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	 	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
 

	 	 







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