Common use of Wilpinjong Mandatory Offer Clause in Contracts

Wilpinjong Mandatory Offer. Not later than 30 days following the occurrence of a Wilpinjong Triggering Event (the “Wilpinjong Triggering Date”), Peabody shall be obligated to make an Offer to Purchase outstanding notes in an aggregate principal amount (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) up to the Maximum Amount (the “Wilpinjong Mandatory Offer”), provided that, during the term of the notes, Peabody shall not be obligated to make more than one Wilpinjong Mandatory Offer pursuant to each of clauses (i) and (ii) of the definition of Wilpinjong Triggering Event, respectively. The purchase price for any notes purchased in a Wilpinjong Mandatory Offer will be 100% of the principal amount, plus accrued interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The purchase price for notes purchased in the Wilpinjong Mandatory Offer, including any accrued interest, if any, to, but excluding, the date of purchase, shall be paid in aggregate principal amount of Peabody 2024 Notes, rounded down to the nearest $1,000. If the aggregate principal amount of notes surrendered (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) in a Wilpinjong Mandatory Offer exceeds the Maximum Amount, Peabody will select the notes (in the case of global notes, subject to the applicable procedures of DTC) to be purchased on a pro rata basis with such adjustments as needed so that no notes in an unauthorized denomination are purchased in part based on the aggregate principal amount, as applicable of the notes tendered. Upon any such issuance of Peabody 2024 Notes, delivery of the notes by the Issuers to the Trustee for cancellation and satisfaction by the Issuers of the requirements under the indenture, the Issuers’ obligations with respect to such notes shall be discharged and such notes shall cease to be outstanding. In this regard, Peabody shall not (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under Section 4.07(b)(11) or (13) of the Peabody Existing Indenture until there is sufficient available capacity under such provisions of Section 4.07 of the Peabody Existing Indenture for “Restricted Payments” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe outstanding principal amount of Priority Lien Obligations incurredunder the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 4.07 of the Peabody Existing Indenture, (ii) make any “Investments” (as defined in the Peabody Credit Agreement) under Section 7.02(jl) or (m) until there is sufficient available capacity under such provisions of Section 7.02 of the Peabody Credit Agreement for “Investment” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe outstanding principal amount of Priority Lien Obligations incurredunder the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 7.02 of the Peabody Credit Agreement, and(iii) incur or permit to exist any “Permitted Liens” (as defined in the Peabody Existing Indenture) under the Peabody Existing Indenture until Peabody is permitted to incur or permit to exist “Permitted Liens” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe outstanding principal amount of Priority Lien Obligations incurredunder the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under the Peabody Existing Indenture and (iv) fail to maintain at all times debt and lien capacity under the Peabody Credit Agreement to incur or permit to exist secured “Indebtedness” (as defined under the Peabody Credit Agreement) in an amount equal to or greater than the sum of the outstanding principal amount of the notes and the outstanding principal amount of Priority Lien Obligations under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Peabody will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of notes pursuant to an Wilpinjong Mandatory Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Wilpinjong Mandatory Offer provisions in the indenture, Peabody will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Wilpinjong Mandatory Offer provisions of the indenture by virtue of such compliance.

Wilpinjong Mandatory Offer. Not later than 30 days following the occurrence of a Wilpinjong Triggering Event (the “Wilpinjong Triggering Date”), Peabody shall be obligated to make an Offer to Purchase outstanding notes in an aggregate principal amount (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) up to the Maximum Amount (the “Wilpinjong Mandatory Offer”), provided that, during the term of the notes, Peabody shall not be obligated to make more than one Wilpinjong Mandatory Offer pursuant to each of clauses (i) and (ii) of the definition of Wilpinjong Triggering Event, respectively. The purchase price for any notes purchased in a Wilpinjong Mandatory Offer will be 100% of the principal amount, plus accrued interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The purchase price for notes purchased in the Wilpinjong Mandatory Offer, including any accrued interest, if any, to, but excluding, the date of purchase, shall be paid in aggregate principal amount of Peabody 2024 Notes, rounded down to the nearest $1,000. If the aggregate principal amount of notes surrendered (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) in a Wilpinjong Mandatory Offer exceeds the Maximum Amount, Peabody will select the notes (in the case of global notes, subject to the applicable procedures of DTC) to be purchased on a pro rata basis with such adjustments as needed so that no notes in an unauthorized denomination are purchased in part based on the aggregate principal amount, as applicable of the notes tendered. Upon any such issuance of Peabody 2024 Notes, delivery of the notes by the Issuers to the Trustee for cancellation and satisfaction by the Issuers of the requirements under the indenture, the Issuers’ obligations with respect to such notes shall be discharged and such notes shall cease to be outstanding. In this regard, Peabody shall not (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under Section 4.07(b)(11) or (13) of the Peabody Existing Indenture until there is sufficient available capacity under such provisions of Section 4.07 of the Peabody Existing Indenture for “Restricted Payments” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe outstanding principal amount of all Priority Lien Obligations incurredunder the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations incurred under the Term Loan Facility to but excluding the date of determinationFacility, and, thereafter, shall maintain at all times such capacity under such provisions of Section 4.07 of the Peabody Existing Indenture, (ii) make any “Investments” (as defined in the Peabody Credit Agreement) under Section 7.02(jl7.02(j) or (m) until there is sufficient available capacity under such provisions of Section 7.02 of the Peabody Credit Agreement for “Investment” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe outstanding principal amount of all Priority Lien Obligations incurredunder the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations incurred under the Term Loan Facility to but excluding the date of determinationFacility, and, thereafter, shall maintain at all times such capacity under such provisions of Section 7.02 of the Peabody Credit Agreement, and(iiiand (iii) incur or permit to exist any “Permitted Liens” (as defined in the Peabody Existing Indenture) under the Peabody Existing Indenture until Peabody is permitted to incur or permit to exist “Permitted Liens” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe outstanding principal amount of all Priority Lien Obligations incurredunder the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations incurred under the Term Loan Facility to but excluding the date of determinationFacility, and, thereafter, shall maintain at all times such capacity under the Peabody Existing Indenture and (iv) fail to maintain at all times debt and lien capacity under the Peabody Credit Agreement to incur or permit to exist secured “Indebtedness” (as defined under the Peabody Credit Agreement) in an amount equal to or greater than the sum of the outstanding principal amount of the notes and the outstanding principal amount of Priority Lien Obligations under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determinationIndenture. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Peabody will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of notes pursuant to an Wilpinjong Mandatory Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Wilpinjong Mandatory Offer provisions in the indenture, Peabody will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Wilpinjong Mandatory Offer provisions of the indenture by virtue of such compliance.

Wilpinjong Mandatory Offer. Not later than 30 days following the occurrence of a Wilpinjong Triggering Event (the “Wilpinjong Triggering Date”), Peabody shall be obligated to make an Offer to Purchase outstanding notes in an aggregate principal amount (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) up to the Maximum Amount (the “Wilpinjong Mandatory Offer”), provided that, during the term of the notes, Peabody shall not be obligated to make more than one Wilpinjong Mandatory Offer pursuant to each of clauses (i) and (ii) of the definition of Wilpinjong Triggering Event, respectively. The purchase price for any notes purchased in a Wilpinjong Mandatory Offer will be 100% of the principal amount, plus accrued interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The purchase price for notes purchased in the Wilpinjong Mandatory Offer, including any accrued interest, if any, to, but excluding, the date of purchase, shall be paid in aggregate principal amount of Peabody 2024 Notes, rounded down to the nearest $1,000. If the aggregate principal amount of notes surrendered (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) in a Wilpinjong Mandatory Offer exceeds the Maximum Amount, Peabody will select the notes (in the case of global notes, subject to the applicable procedures of DTC) to be purchased on a pro rata basis with such adjustments as needed so that no notes in an unauthorized denomination are purchased in part based on the aggregate principal amount, as applicable of the notes tendered. Upon any such issuance of Peabody 2024 Notes, delivery of the notes by the Issuers to the Trustee for cancellation and satisfaction by the Issuers of the requirements under the indenture, the Issuers’ obligations with respect to such notes shall be discharged and such notes shall cease to be outstanding. In this regard, Peabody shall not (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under Section 4.07(b)(11) or (13) of the Peabody Existing Indenture until there is sufficient available capacity under such provisions of Section 4.07 of the Peabody Existing Indenture for “Restricted Payments” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 4.07 of the Peabody Existing Indenture, (ii) make any “Investments” (as defined in the Peabody Credit Agreement) under Section 7.02(jl7.02(l) or (m) until there is sufficient available capacity under such provisions of Section 7.02 of the Peabody Credit Agreement for “Investment” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 7.02 of the Peabody Credit Agreement, and(iii(iii) incur or permit to exist any “Permitted Liens” (as defined in the Peabody Existing Indenture) under the Peabody Existing Indenture until Peabody is permitted to incur or permit to exist “Permitted Liens” in an amount equal to or greater than the sum of the outstanding principal amount of the notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under the Peabody Existing Indenture and (iv) fail to maintain at all times debt and lien capacity under the Peabody Credit Agreement to incur or permit to exist secured “Indebtedness” (as defined under the Peabody Credit Agreement) in an amount equal to or greater than the sum of the outstanding principal amount of the notes and the outstanding principal amount of Priority Lien Obligations under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Peabody will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of notes pursuant to an Wilpinjong Mandatory Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Wilpinjong Mandatory Offer provisions in the indenture, Peabody will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Wilpinjong Mandatory Offer provisions of the indenture by virtue of such compliance.

Wilpinjong Mandatory Offer. (a) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event (the “Wilpinjong Triggering Date”)Event, Peabody shall be obligated to make an Offer offer to Purchase purchase outstanding notes Notes in an aggregate principal amount (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) up to the Maximum Amount (on a combined basis with the offer to exchange Term Loans under the Peabody L/C Agreement for Term Loans described below) (such offer to purchase, the “Wilpinjong Mandatory Offer”), provided that, during the term of the notesNotes, Peabody shall not be obligated to make more than one Wilpinjong Mandatory Offer pursuant to each of clauses (i) and (ii) of the definition of Wilpinjong Triggering Event, respectively. . (b) The purchase price for any notes Notes purchased in a Wilpinjong Mandatory Offer will be 100% of the principal amount, plus accrued interest, if any, to, but excluding, the date of purchase (subject to the right of holders Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date) . The purchase price for notes Notes purchased in the Wilpinjong Mandatory Offer, including any accrued interest, if any, to, but excluding, the date of purchase, shall be paid in aggregate principal amount of Peabody 2024 Notes, rounded down to the nearest $1,0001,000 (the “Wilpinjong Mandatory Offer Payment”). (c) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event, the Issuers shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), to each Holder a written offer, which shall govern the terms of the Wilpinjong Mandatory Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Issuers and their Subsidiaries that the Issuers in good faith believe will enable the Holders to make an informed decision with respect to the Wilpinjong Mandatory Offer, the offer shall also state, among other things: (1) that a Wilpinjong Triggering Event has occurred and a Wilpinjong Mandatory Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, all Notes that are validly tendered shall be accepted for payment; (2) the principal amount of the Notes subject to the Wilpinjong Mandatory Offer, the Wilpinjong Mandatory Offer Payment and the expiration date of the Wilpinjong Mandatory Offer, which will be no earlier than 30 days and no later than 60 days after the date such written notice to the Holders and the Trustee is sent and a settlement date for purchase (the “Wilpinjong Mandatory Offer Payment Date”) not more than five Business Days after the expiration date; (3) that any Note accepted for payment pursuant to the Wilpinjong Mandatory Offer (and duly paid for on the Wilpinjong Mandatory Offer Payment Date) shall cease to accrue interest after the Wilpinjong Mandatory Offer Payment Date; (4) that any Notes (or portions thereof) not validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Note purchased pursuant to any Wilpinjong Mandatory Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Wilpinjong Mandatory Offer Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the expiration date of the Wilpinjong Mandatory Offer, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the instructions and any other information necessary to enable Holders to tender their Notes (or portions thereof) and have such Notes (or portions thereof) purchased pursuant to the Wilpinjong Mandatory Offer. (d) On or before the Wilpinjong Mandatory Offer Payment Date, the Issuers shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Wilpinjong Mandatory Offer. Promptly after such acceptance, on the Wilpinjong Mandatory Offer Payment Date, the Issuers will: (1) deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the Wilpinjong Mandatory Offer Payment in respect of all Notes or portions thereof so tendered; and (2) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate of the Main Issuer stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. (e) On the Wilpinjong Mandatory Offer Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Wilpinjong Mandatory Offer Payment for such Notes (or, if all the Notes are then issued in the form of Global Notes, make such payment through the facilities of the Depositary), and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Issuers Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) to each Holder such new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Wilpinjong Mandatory Offer Payment Date. (f) If the aggregate principal amount of notes Notes surrendered (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) in a Wilpinjong Mandatory Offer exceeds the Maximum Amount, Peabody will select the notes Notes (in the case of global notesGlobal Notes, subject to the applicable procedures of DTC) to be purchased on a pro rata basis with such adjustments as needed so that no notes Notes in an unauthorized denomination are purchased in part based on the aggregate principal amount, as applicable of the notes Notes tendered. . (g) Upon any such issuance of Peabody 2024 Notes, delivery of the notes Notes by the Issuers to the Trustee for cancellation and satisfaction by the Issuers of the requirements under the indenturethis Indenture, the Issuers’ obligations with respect to such notes Notes shall be discharged and such notes Notes shall cease to be outstanding. In this regard, Peabody shall not (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under Section 4.07(b)(11) or (13) of the Peabody Existing Indenture until there is sufficient available capacity under such provisions of Section 4.07 of the Peabody Existing Indenture for “Restricted Payments” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 4.07 of the Peabody Existing Indenture, (ii) make any “Investments” (as defined in the Peabody Credit Agreement) under Section 7.02(jl7.02(l) or (m) until there is sufficient available capacity under such provisions of Section 7.02 of the Peabody Credit Agreement for “Investment” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 7.02 of the Peabody Credit Agreement, and(iii(iii) incur or permit to exist any “Permitted Liens” (as defined in the Peabody Existing Indenture) under the Peabody Existing Indenture until Peabody is permitted to incur or permit to exist “Permitted Liens” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under the Peabody Existing Indenture and (iv) fail to maintain at all times debt and lien capacity under the Peabody Credit Agreement to incur or permit to exist secured “Indebtedness” (as defined under the Peabody Credit Agreement) in an amount equal to or greater than the sum of the outstanding principal amount of the notes and the outstanding principal amount of Priority Lien Obligations under the Term Loan Facility and any accrued but unpaid interest on the notes and the Priority Lien Obligations under the Term Loan Facility to but excluding the date of determination. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Peabody will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of notes pursuant to an Wilpinjong Mandatory Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Wilpinjong Mandatory Offer provisions in the indenture, Peabody will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Wilpinjong Mandatory Offer provisions of the indenture by virtue of such compliance.and

Wilpinjong Mandatory Offer. (a) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event (the “Wilpinjong Triggering Date”)Event, Peabody shall be obligated to make an Offer offer to Purchase purchase outstanding notes Notes in an aggregate principal amount (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) up to the Maximum Amount (on a combined basis with the offer to exchange Term Loans under the Peabody L/C Agreement for Term Loans described below) (such offer to purchase, the “Wilpinjong Mandatory Offer”), provided that, during the term of the notesNotes, Peabody shall not be obligated to make more than one Wilpinjong Mandatory Offer pursuant to each of clauses (i) and (ii) of the definition of Wilpinjong Triggering Event, respectively. . (b) The purchase price for any notes Notes purchased in a Wilpinjong Mandatory Offer will be 100% of the principal amount, plus accrued interest, if any, to, but excluding, the date of purchase (subject to the right of holders Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date) . The purchase price for notes Notes purchased in the Wilpinjong Mandatory Offer, including any accrued interest, if any, to, but excluding, the date of purchase, shall be paid in aggregate principal amount of Peabody 2024 Notes, rounded down to the nearest $1,0001,000 (the “Wilpinjong Mandatory Offer Payment”). (c) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event, the Issuers shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), to each Holder a written offer, which shall govern the terms of the Wilpinjong Mandatory Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Issuers and their Subsidiaries that the Issuers in good faith believe will enable the Holders to make an informed decision with respect to the Wilpinjong Mandatory Offer, the offer shall also state, among other things: (1) that a Wilpinjong Triggering Event has occurred and a Wilpinjong Mandatory Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, all Notes that are validly tendered shall be accepted for payment; (2) the principal amount of the Notes subject to the Wilpinjong Mandatory Offer, the Wilpinjong Mandatory Offer Payment and the expiration date of the Wilpinjong Mandatory Offer, which will be no earlier than 30 days and no later than 60 days after the date such written notice to the Holders and the Trustee is sent and a settlement date for purchase (the “Wilpinjong Mandatory Offer Payment Date”) not more than five Business Days after the expiration date; (3) that any Note accepted for payment pursuant to the Wilpinjong Mandatory Offer (and duly paid for on the Wilpinjong Mandatory Offer Payment Date) shall cease to accrue interest after the Wilpinjong Mandatory Offer Payment Date; (4) that any Notes (or portions thereof) not validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Note purchased pursuant to any Wilpinjong Mandatory Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Wilpinjong Mandatory Offer Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the expiration date of the Wilpinjong Mandatory Offer, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the instructions and any other information necessary to enable Holders to tender their Notes (or portions thereof) and have such Notes (or portions thereof) purchased pursuant to the Wilpinjong Mandatory Offer. (d) On or before the Wilpinjong Mandatory Offer Payment Date, the Issuers shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Wilpinjong Mandatory Offer. Promptly after such acceptance, on the Wilpinjong Mandatory Offer Payment Date, the Issuers will: (1) deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the Wilpinjong Mandatory Offer Payment in respect of all Notes or portions thereof so tendered; and (2) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate of the Main Issuer stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. (e) On the Wilpinjong Mandatory Offer Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Wilpinjong Mandatory Offer Payment for such Notes (or, if all the Notes are then issued in the form of Global Notes, make such payment through the facilities of the Depositary), and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Issuers Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) to each Holder such new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Wilpinjong Mandatory Offer Payment Date. (f) If the aggregate principal amount of notes Notes surrendered (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) in a Wilpinjong Mandatory Offer exceeds the Maximum Amount, Peabody will select the notes Notes (in the case of global notesGlobal Notes, subject to the applicable procedures of DTC) to be purchased on a pro rata basis with such adjustments as needed so that no notes Notes in an unauthorized denomination are purchased in part based on the aggregate principal amount, as applicable of the notes Notes tendered. . (g) Upon any such issuance of Peabody 2024 Notes, delivery of the notes Notes by the Issuers to the Trustee for cancellation and satisfaction by the Issuers of the requirements under the indenturethis Indenture, the Issuers’ obligations with respect to such notes Notes shall be discharged and such notes Notes shall cease to be outstanding. In this regard, Peabody shall not not, nor shall it permit its Subsidiaries to, (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under Section SectionSections 4.07(a)(iii), 4.07(b)(11) or (134.07(b)(13) of the Peabody Existing Indenture until there is sufficient available capacity under such provisions of Section 4.07 of the Peabody Existing Indenture for “Restricted Payments” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 4.07 of the Peabody Existing Indenture, (ii) make any “Investments” (as defined in the Peabody Credit Agreement) under Section 7.02(jl7.02(l) or (m) until there is sufficient available capacity under such provisions of Section 7.02 of the Peabody Credit Agreement for “Investment” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 7.02 of the Peabody Credit Agreement, and(iii(iii) incur or permit to exist any “Permitted Liens” (as defined in the Peabody Existing Indenture) under the Peabody Existing Indenture until Peabody is permitted to incur or permit to exist “Permitted Liens” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under the Peabody Existing Indenture and (iv) fail to maintain at all times debt and lien capacity under the Peabody Credit Agreement to incur or permit to exist secured “Indebtedness” (as defined under the Peabody Credit Agreement) in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and the outstanding principal amount of Priority Lien Obligations Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination. . (h) Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes Notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. . (i) Peabody will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of notes Notes pursuant to an Wilpinjong Mandatory Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Wilpinjong Mandatory Offer provisions in the indenturethis Indenture, Peabody will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Wilpinjong Mandatory Offer provisions of the indenture this Indenture by virtue of such compliance.

Wilpinjong Mandatory Offer. (a) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event (the “Wilpinjong Triggering Date”)Event, Peabody shall be obligated to make an Offer offer to Purchase purchase outstanding notes Notes in an aggregate principal amount (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) up to the Maximum Amount (on a combined basis with the offer to exchange Term Loans under the Peabody L/C Agreement for Term Loans described below) (such offer to purchase, the “Wilpinjong Mandatory Offer”), provided that, during the term of the notesNotes, Peabody shall not be obligated to make more than one Wilpinjong Mandatory Offer pursuant to each of clauses (i) and (ii) of the definition of Wilpinjong Triggering Event, respectively. . (b) The purchase price for any notes Notes purchased in a Wilpinjong Mandatory Offer will be 100% of the principal amount, plus accrued interest, if any, to, but excluding, the date of purchase (subject to the right of holders Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date) . The purchase price for notes Notes purchased in the Wilpinjong Mandatory Offer, including any accrued interest, if any, to, but excluding, the date of purchase, shall be paid in aggregate principal amount of Peabody 2024 Notes, rounded down to the nearest $1,0001,000 (the “Wilpinjong Mandatory Offer Payment”). (c) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event, the Issuers shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), to each Holder a written offer, which shall govern the terms of the Wilpinjong Mandatory Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Issuers and their Subsidiaries that the Issuers in good faith believe will enable the Holders to make an informed decision with respect to the Wilpinjong Mandatory Offer, the offer shall also state, among other things: (1) that a Wilpinjong Triggering Event has occurred and a Wilpinjong Mandatory Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, all Notes that are validly tendered shall be accepted for payment; (2) the principal amount of the Notes subject to the Wilpinjong Mandatory Offer, the Wilpinjong Mandatory Offer Payment and the expiration date of the Wilpinjong Mandatory Offer, which will be no earlier than 30 days and no later than 60 days after the date such written notice to the Holders and the Trustee is sent and a settlement date for purchase (the “Wilpinjong Mandatory Offer Payment Date”) not more than five Business Days after the expiration date; (3) that any Note accepted for payment pursuant to the Wilpinjong Mandatory Offer (and duly paid for on the Wilpinjong Mandatory Offer Payment Date) shall cease to accrue interest after the Wilpinjong Mandatory Offer Payment Date; (4) that any Notes (or portions thereof) not validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Note purchased pursuant to any Wilpinjong Mandatory Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Wilpinjong Mandatory Offer Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the expiration date of the Wilpinjong Mandatory Offer, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; and (7) the instructions and any other information necessary to enable Holders to tender their Notes (or portions thereof) and have such Notes (or portions thereof) purchased pursuant to the Wilpinjong Mandatory Offer. (d) On or before the Wilpinjong Mandatory Offer Payment Date, the Issuers shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Wilpinjong Mandatory Offer. Promptly after such acceptance, on the Wilpinjong Mandatory Offer Payment Date, the Issuers will: (1) deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the Wilpinjong Mandatory Offer Payment in respect of all Notes or portions thereof so tendered; and (2) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate of the Main Issuer stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. (e) On the Wilpinjong Mandatory Offer Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Wilpinjong Mandatory Offer Payment for such Notes (or, if all the Notes are then issued in the form of Global Notes, make such payment through the facilities of the Depositary), and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Issuers Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) to each Holder such new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Wilpinjong Mandatory Offer Payment Date. (f) If the aggregate principal amount of notes Notes surrendered (plus accrued and unpaid interest, if any, to, but excluding, the date of purchase) in a Wilpinjong Mandatory Offer exceeds the Maximum Amount, Peabody will select the notes Notes (in the case of global notesGlobal Notes, subject to the applicable procedures of DTC) to be purchased on a pro rata basis with such adjustments as needed so that no notes Notes in an unauthorized denomination are purchased in part based on the aggregate principal amount, as applicable of the notes Notes tendered. . (g) Upon any such issuance of Peabody 2024 Notes, delivery of the notes Notes by the Issuers to the Trustee for cancellation and satisfaction by the Issuers of the requirements under the indenturethis Indenture, the Issuers’ obligations with respect to such notes Notes shall be discharged and such notes Notes shall cease to be outstanding. In this regard, Peabody shall not not, nor shall it permit its Subsidiaries to, (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under Section SectionSections 4.07(a)(iii), 4.07(b)(11) or (134.07(b)(13) of the Peabody Existing Indenture until there is sufficient available capacity under such provisions of Section 4.07 of the Peabody Existing Indenture for “Restricted Payments” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 4.07 of the Peabody Existing Indenture, (ii) make any “Investments” (as defined in the Peabody Credit Agreement) under Section 7.02(jl7.02(l) or (m) until there is sufficient available capacity under such provisions of Section 7.02 of the Peabody Credit Agreement for “Investment” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under such provisions of Section 7.02 of the Peabody Credit Agreement, and(iii(iii) incur or permit to exist any “Permitted Liens” (as defined in the Peabody Existing Indenture) under the Peabody Existing Indenture until Peabody is permitted to incur or permit to exist “Permitted Liens” in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and allthe the outstanding principal amount of Priority Lien Obligations incurredunder Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination, and, thereafter, shall maintain at all times such capacity under the Peabody Existing Indenture and (iv) fail to maintain at all times debt and lien capacity under the Peabody Credit Agreement to incur or permit to exist secured “Indebtedness” (as defined under the Peabody Credit Agreement) in an amount equal to or greater than the sum of the outstanding principal amount of the notes Notes and the outstanding principal amount of Priority Lien Obligations Debt under the Term Loan Facility and any accrued but unpaid interest on the notes Notes and the Priority Lien Obligations Debt under the Term Loan Facility to but excluding the date of determination. . (h) Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes Notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. . (i) Peabody will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of notes Notes pursuant to an Wilpinjong Mandatory Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Wilpinjong Mandatory Offer provisions in the indenturethis Indenture, Peabody will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Wilpinjong Mandatory Offer provisions of the indenture this Indenture by virtue of such compliance.