Amendment Deed to the Merger Proposal Deed



 EXHIBIT 4.7 
 Deed 
 Amendment Deed – 
 Merger Proposal Deed 
  
 Yancoal Australia Limited 
 Yanzhou Coal Mining Company Limited 

Gloucester Coal Ltd 
  
 



 
  

			
	101 Collins Street Melbourne Vic 3000 Australia	  	Telephone +61 3 9288 1234 Facsimile +61 3 9288 1567
	GPO Box 128A Melbourne Vic 3001 Australia	  	www.freehills.com DX 240 Melbourne
		
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 Contents 
  

									
		 	 Table of contents
  
	   
 

			
		 	 Operative part 
	  	 	2	  
			
	 1
	 	 Definitions and interpretation 
	  	 	2	  
		 	1.1	  	 Definitions
	  	 	2	  
		 	1.2	  	 Incorporation of defined terms
	  	 	2	  
			
	 2
	 	 Merger Ratio Dispute Notice 
	  	 	2	  
			
	 3
	 	 Amendment of Merger Proposal Deed 
	  	 	2	  
		 	3.1	  	 Amendment
	  	 	2	  
		 	3.2	  	 References
	  	 	2	  
			
	 4
	 	General 	  	 	3	  
		 	4.1	  	 Continuing liabilities and obligations
	  	 	3	  
		 	4.2	  	 Prohibition and enforceability
	  	 	3	  
		 	4.3	  	 Notices
	  	 	3	  
		 	4.4	  	 Governing law and jurisdiction
	  	 	3	  
		 	4.5	  	 Further assurances
	  	 	3	  
		 	4.6	  	 Counterparts
	  	 	3	  
		 	4.7	  	 Amendment
	  	 	3	  
			
		 	 Schedule
	  	 	4	  
			
		 	 Signing page
	  	 	6	  
			
		 	 Attachment 1
	  			
			
		 	 Form of announcement 
	  	 	8	  
			
		 	 Attachment 2
	  			
			
		 	 Part A – Separation Agreement
	  	 	9	  
			
		 	 Part B – Management and Transitional Services Agreement
	  	 	10	  
			
		 	 Part C – LTCC Licence Agreement
	  	 	11	  
			
		 	 Part D – Restructure Agreement
	  	 	12	  








 



 
  

			
	 Amendment Deed – Merger Proposal Deed

 

	Date	  	
		
	Between the parties	  	
		
	 	  	 
		
		  	 Yancoal Australia Limited

 

		  	ABN 82 111 859 119 of Level 11, 68 York Street, Sydney, NSW,
		  	Australia
	 	  	  
 (Bidder)

 

		
		  	Yanzhou Coal Mining Company Limited
		  	  
 of 298 Fushan South Road, Zoucheng Shandong Province,
Peoples’

		  	Republic of China
	 	  	  
 (Yanzhou)

 

		
		  	 Gloucester Coal Ltd

 

		  	ABN 66 008 881 712 of Level 7,167 Macquarie Street Sydney NSW,
		  	Australia
	 	  	  

(Gloucester)
  

		
	Recitals	  	 1       The parties to this deed are the parties to the Merger Proposal
Deed.

		
	 	  	 2       The parties
wish to amend the Merger Proposal Deed in the manner set out in this deed.
  




  
 page 1









 



 
  

Operative part 

 

			
	
	 This deed witnesses as follows:

 



  

	1	Definitions and interpretation 

  

 

	1.1	Definitions 

 The meanings
of the terms used in this deed are set out below. 
  

			
	Term	  	Meaning
		
	Merger Proposal Dead	  	 the Merger Proposal Deed between Bidder, Yanzhou and Gloucester dated 22 December
2011.
  

		
	Amendment Date	  	 6 March 2012.

 



  

	1.2	Incorporation of defined terms 

 Unless otherwise defined in clause 1.1, terms defined in the Merger Proposal Deed have the same meaning when used in this deed. 

 

	2	Merger Ratio Dispute Notice 

  

In the period commencing on the date of this deed and ending on and including the Due Diligence End Date, each of Bidder and Gloucester.

  

	 	(a)	undertakes not to give the other a Merger Ratio Dispute Notice; and 

  

	 	(b)	acknowledges and agrees that any Merger Ratio Dispute Notice given by it is of no force or effect. 


 

	3	Amendment of Merger Proposal Deed 


 
  

	3.1	Amendment 

 On and from
the Amendment Date, the Merger Proposal Deed is amended as set out in Schedule 1. 
  

	3.2	References 

 On and from
the Amendment Date, any reference in any document (other than this deed) to the Merger Proposal Deed is a reference to the Merger Proposal Deed as amended pursuant to clause 3.1. 

  
 page 2










			
	



	 	4    General

  

 

	4	General 

  

 

	4.1	Continuing liabilities and obligations 

 Nothing in this deed: 
  

	 	(a)	prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Merger Proposal Deed before the Amendment Date; or


  

	 	(b)	discharges, releases or otherwise affects the liability or obligation arising under the Merger Proposal Deed before the Amendment Date. 


 

	4.2	Prohibition and enforceability 

 Any provision of, or the application of any provision of, this deed that is: 
  

	 	(a)	prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition; and 


 

	 	(b)	void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the
remaining provisions in that or any other jurisdiction. 

  

	4.3	Notices 

 Any notice or
other communication including any request, demand, consent or approval, to or by a party to this deed must be provided in accordance with clause 16 of the Merger Proposal Deed. 

 

	4.4	Governing law and jurisdiction 

 Clause 11.7 of the Merger Proposal Deed applies to this deed as if set out in full in this deed. 
  

	4.5	Further assurances 

 Each
party must do all things and execute all further documents necessary to give full effect to this deed. 
  

	4.6	Counterparts 

  

	 	(a)	This deed may be executed in any number of counterparts (including counterparts created by way of facsimile). 


 

	 	(b)	All counterparts, taken together, constitute one instrument. 

  

	 	(c)	A party may execute this deed by signing any counterpart 

  

	4.7	Amendment 

 No addition to
or modification or amendment of this deed will bind any party to it unless it is in writing signed by or on behalf of all parties. 

  
 page 3









 



 
  
 Schedule 

Schedule 
  

 

	(a)	Amending clause 1.1 to 

  

	 	(1)	include the following definition of ‘Amendment Date’: 

 “6 March 2012.” 
  

	 	(2)	include the following definition of ‘Management and Transitional Services Agreement’: 


“A Management and Transitional Services Agreement in the form set out In Part B of Attachment 5” 

 

	 	(3)	amend the definition of ‘Separation and Cooperation Agreement’ to read: 


“A Separation Agreement in the form set out in Part A of Attachment 5” 

 

	 	(4)	amend the definition of ‘LTCC Licence Agreement’ to read: 

 “A LTCC Agreement in the form set out in Part C of Attachment 5*. 
  

	 	(5)	amend the definition of ‘Restructure Agreement’ to read: 

 “A Restructure Agreement in the form set out in Part D of Attachment 5.” 
  

	(b)	Amending the definition of ‘Court’ in clause 1.1 to read as follows: 

 “Supreme Court of Victoria or such other Court of competent jurisdiction agreed between Gloucester and Bidder.” 
  

	(c)	Amending the definition of ‘CVR Share’ in clause 1.1 to read as follows: 


“a fully paid non-cumulative preference share in the capital of Bidder having the rights set out in Schedule 7 or such other rights
as Gloucester and Bidder agree, acting reasonably (it being acknowledged that the parties propose to work together to seek to simplify the Repurchase methods that apply to the CVR Shares, although without changing their economic features).”

  

	(d)	Deleting clause 3.1(l) and inserting the following clause 3.1(l) in its place: 

 “(t) both of the following have occurred on or before 8.00am on the Second Court Date: 
  

	 	(1)	Gloucester Shareholders holding in aggregate at least 130 million Gloucester Shares have elected on or before the Election Date (as defined in the Scheme) to
receive the form of Scheme Consideration designated as ‘All Bidder Shares’; and 

  

	 	(2)	arrangements are in place to the satisfaction of Gloucester and Bidder to ensure that such elections are not rendered ineffective either by revocation or by transfer of
any of the relevant Gloucester Shares on or before the Scheme Record Date” 

  

	(e)	Amending clause 3.9(a) so that ‘23%’ is deleted and replaced with ‘22%’ and ‘77%’ is deleted and replaced with ‘78%’.


  

	(f)	Amending clause 5.8 by: 

  

	 	(1)	deleting subclause (b); and 


  
 page 4










			
	



	 	Schedule

  

	 	(2)	deleting the words’, within 5 Business Days of receiving the Independent Expert’s Report.’ 


 

	(g)	Inserting a new clause 5.8A to read: 

 “5.8A Announcement 
 On the Amendment Date, Gloucester will issue an
announcement in the form set out in Attachment 4. 
  

	(h)	Inserting a new Attachment 4 containing the announcement in Attachment 1 to this deed. 


 

	(i)	Amending Schedule 6 by deleting ‘77%’ wherever appearing and replacing it in each case with ‘78%’ and by deleting ‘23%’ wherever appearing
and replacing it in each case with ‘22%’. 

  

	(j)	Amending clause 5.11 to read: 


“Yancoal and Yanzhou will procure that the Separation Agreement, Management and Transitional Services Agreement, LTCC Licence
Agreement, Restructure Agreement are executed on or before 5pm on the Business Day before the Second Court Date.” 
  

	(k)	Inserting a new Attachment 5 containing the agreements in Parts A to D of Attachment 2 to this deed. 


 

	(l)	Amending clauses 5.12 and 5.13 to read “[Reserved]”. 

  

	(m)	Amending Schedule 7 by (1) deleting the words ‘(unless extended as provided under ‘Extension of End Date’)’ from the table row titled “End
Date”; and (2) deleting the table row titled “Extension of End Date”. 

  

	(n)	Amending the Scheme attached as Annexure A to the Merger Proposal Deed by: 


 

	 	(1)	amending the definition of ‘CVR Share’ by deleting the parties’ and replacing the deleted words with ‘Gloucester and Bidder’


  

	 	(2)	amending the definition of ‘Election Date’ to read as follows: 

 “5.00pm on the day before the Second Court Date (or such other date as Gloucester and Bidder agree in writing), being the last time and date by which Scrip Election Forms may be lodged.”; and

  

	 	(3)	amending the definition of ‘Court’ to read as follows: 

 “the Supreme Court of Victoria or such other court of competent jurisdiction under the Corporation act agreed to in writing between Gloucester and Bidder. 

  
 page 5









 



 
  

Signing page 

			
	Executed as a deed	  	
	  



  

			
		 	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Yancoal Australia Limited
		
	sign here*	 	 





		 	Company Secretary/Director
		
	print name	 	 





		
	sign here*	 	 





		 	Director
		
	print name	 	 






  

 
  

			
		 	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Gloucester Coal Limited
		
	sign here*	 	  

		 	Company Secretary/Director
		
	print name	 	  

		
	sign here*	 	  

		 	Director
		
	print name	 	  


  
  

  
 page 6









 



 
  
  

			
		 	Signed, sealed and delivered as a deed on behalf of Yanzhou Coal Mining Company Limited by
		
	sign here*	 	 





		 	Legal Representative / Authorised Representative
		
	print name	 	 





		
	sign here*	 	 





		 	Witness
		
	print name	 	 






  
  

  
 page 7









 



 
 Signing page 
  

 

			
	Executed as a deed	  	
	  



  

			
		 	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Yancoal Australia Limited
		
	sign here*	 	  

		 	Company Secretary
		
	print name	 	  

		
	sign here*	 	  

		 	Director
		
	print name	 	  


  
  

 

			
		 	Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Gloucester Coal Limited
		
	sign here*	 	 





		 	Company Secretary
		
	print name	 	 





		
	sign here	 	 





		 	Director
		
	print name	 	 






  
  

  
 page 6









 Attachment 1 

Form of announcement 
  

 
 Redacted under Australian Law 

  
 page 8









 Attachment 2 

Part A – Separation Agreement 
  

 
 Redacted under Australian Law 

  
 page 9









 Part B – Management and Transitional Services Agreement 

 
  
 Redacted under Australian Law 

  
 page 10









 Part C – LTCC Licence Agreement 

 
  
 Redacted under Australian Law 

  
 page 11









 Part D – Restructure Agreement 

 
  
 Redacted under Australian Law 

  
 page 12