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Title: |
Share Purchase Agreement |
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Entities: |
Arch Coal, Inc.; Lehman Brothers Inc.; Peabody Energy Corp.; Rio Tinto plc |
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Date: |
2001 |
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Size: |
Preview shows 12KB of 140KB total |
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Price: |
$57 |
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ID: |
#808541 |
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Start of Preview |
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Table of contents
Clause Page
1 Definitions and interpretation 1
1.1 Definitions 1
1.2 Interpretation 9
1.3 Business Day 11
1.4 Exchange rate 11
2 Conditions for Completion 11
2.1 Conditions 11
2.2 Reasonable endeavours 12
2.3 Notices 12
2.4 Waiver 12
2.5 Cut-off date 12
3 Sale and purchase 13
3.1 Sale of Shares 13
3.2 Title 13
4 Provisional and Final Purchase Price 13
4.1 Amount 13
4.2 Provisional Purchase Price 13
4.3 Final Purchase Price 13
4.4 Allocation of Final Purchase Price 14
5 Intentionally omitted 14
6 Period before Completion 14
6.1 Carrying on of business 14
6.2 Permitted acts 15
6.3 Access 16
6.4 Procedure 16
6.5 Rights of pre-emption 17
7 Completion 18
7.1 Date and place for Completion 18
7.2 Obligations on Completion 18
7.3 Completion Accounts 18
8 Seller's Warranties 20
8.1 Seller's Warranties 20
8.2 Indemnity 20
8.3 Tax Warranty 20
8.4 Reimbursement of Tax 20
8.5 Limitation on claims 21
8.6 No termination 21
8.7 To the best knowledge 21
8.8 Reduction in Final Purchase Price 21
8.9 Seller's Guarantor's warranties 21
8.10 Scope of Warranties 22
8.11 Materiality 23
8.12 Benefit of Warranties and indemnities 23
8.13 Reviews 23
9 Buyer's warranties and related acknowledgments and agreements 24
9.1 Warranties 24
9.2 Implied warranties 25
10 Seller's undertakings 25
10.1 Insurance 25
10.2 Company indebtedness 26
10.3 Payments under Specified Contracts 26
10.4 Indemnities 27
11 Buyer's undertakings 27
11.1 Branding 27
11.2 Insurance 27
11.3 Agency arrangements 28
11.4 Action in relation to Tax matters 29
11.5 Archveyor 30
12 Announcements 30
12.1 Agreed announcement 30
12.2 Legal requirements 30
12.3 Disclosure to officers and professional advisors 31
12.4 Further publicity 31
13 Duties, costs and expenses 31
13.1 Duties 31
13.2 Costs and expenses 31
13.3 Costs of performance 31
14 Intentionally omitted 32
15 Seller's guarantee and indemnity 32
15.1 Guarantee 32
15.2 Performance 32
15.3 Indemnity 32
15.4 Extent of guarantee and indemnity 32
15.5 Avoidance of payments 33
15.6 Principal and independent obligation 33
15.7 No competition 33
15.8 Continuing guarantee and indemnity 34
16 General 34
16.1 Notices 34
16.2 Governing law and jurisdiction 35
16.3 Prohibition or enforceability 36
16.4 Variation 36
16.5 Non-merger and survival of Warranties 36
16.6 Default interest 36
16.7 Further assurances 36
16.8 Specific performance 37
16.9 Entire agreement 37
16.10 Third party rights 37
16.11 Enforcement by Seller 37
16.12 Assignment 38
16.13 Waiver 38
16.14 Counterparts 38
Schedule 1 - Companies 39
Schedule 2 - Company Group and Associated Companies 41
Schedule 3 - Completion Steps 44
Schedule 4 - Warranties 46
Schedule 5 - Limitations on liability 62
Schedule 6 - Properties 68
Schedule 7 - Mining Authorities and Applications 88
Schedule 8 - Principles for calculating Final Purchase Price 90
Schedule 9 - Specified Persons 99
Schedule 10 - Joint Ventures 1
Annexure A - Company Group Accounts
Annexure B - Existing Logo
Annexure C - Costain Assignment Deed
{PAGE}
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This share purchase agreement
is made on 26 December 2000 between the following parties:
1. P&L Coal Holdings Corporation
of 701 Market Street, Suite 760, St Louis, Missouri, 63101,
United States of America
(Seller's Guarantor)
2. Gold Fields Mining Corporation
of 14062 Denver West Parkway, Suite 110, Golden, Colorado, 80401,
United States of America
(Seller)
3. Coal & Allied Industries Limited
ACN 008 416 760
of Lemington Road, Ravensworth via Singleton, New South Wales,
2330, Australia
(Buyer)
Recitals
A. The Seller is the owner of the Shares.
B. The Seller agrees to sell and the Buyer agrees to buy the Shares
on the terms and conditions set out in this agreement.
C. The Seller's Guarantor agrees to guarantee the obligations of the
Seller under this agreement.
The parties agree
in consideration of, among other things, the mutual promises contained
in this agreement:
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1 Definitions and interpretation
1.1 Definitions
In this agreement:
A$ or Australian Dollars means the lawful currency of the Commonwealth
of Australia;
Accounting Standards means:
(a) in relation to each Company, United Kingdom generally accepted
accounting principles; and
(b) in relation to each member of the Company Group (other than the
Companies):
(1) the accounting standards required under the Corporations
Law;
(2) if no accounting standard applies under the Corporations Law
in relation to an accounting practice, the standards
acceptable to the Australian Accounting Standards Board,
including:
(A) the Australian Accounting Concepts;
(B) the Australian Accounting Standards issued by the
Australian Accounting Standards Board;
(C) Urgent Issues Group Consensus Views; and
(D) other mandatory professional reporting requirements;
and
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