FIRST AMENDMENT TO AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT

FIRST AMENDMENT TO AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT

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Exhibit 10.1

FIRST AMENDMENT TO

AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT

This First Amendment to Amended and Restated Transaction Support Agreement, dated as of January 29, 2021 (this “Amendment”), is entered into by and among (a) the Company Parties, (b) each of the Revolving Lenders, (c) the Administrative Agent and (d) the Consenting Noteholders (collectively, the “Parties”), each as defined in that certain Amended and Restated Transaction Support Agreement, dated as of December 31, 2020 (together with the exhibits thereto, the ”Transaction Support Agreement”).¹

RECITALS

WHEREAS, the Company Parties, each of the Revolving Lenders, the Administrative Agent and the Consenting Noteholders are parties to the Transaction Support Agreement;

WHEREAS, Section (2)(c) of the Transaction Support Agreement provides, among other things, that “it is the intent of the Parties for the terms of the Definitive Noteholder Closing Documents to provide substantially the same terms to holders of the New Notes as are provided to the Revolving Lenders under the terms of the Definitive RCF Closing Documents . . .”;

WHEREAS, on the Settlement Date, certain Company Parties, the Revolving Lenders and the Administrative Agent are executing the Definitive RCF Closing Documents, including the Wilpinjong Credit Agreement and the RemainCo Letters of Credit Agreement;

WHEREAS, on the Settlement Date, certain Company Parties and the RemainCo Notes Indenture Trustee are executing the RemainCo Notes Indenture and issuing the RemainCo Notes in an aggregate principal amount of $195,142,000.00 and the 2022 Notes reflected on the Consenting Noteholders’ signature pages hereto will be exchanged in part for RemainCo Notes in an aggregate principal amount of $146,120,965.20 on the Settlement Date, representing 74.88% of the aggregate principal amount of RemainCo Notes outstanding on the Settlement Date;

WHEREAS, on the Settlement Date, certain Company Parties and the Wilpinjong Notes Indenture Trustee are executing the Wilpinjong Notes Indenture and issuing the Wilpinjong Notes in an aggregate principal amount of $193,884,000.00 and the 2022 Notes reflected on the Consenting Noteholders’ signature pages hereto will be exchanged in part for Wilpinjong Notes in an aggregate principal amount of $145,169,260.60 on the Settlement Date, representing 74.87% of the aggregate principal amount of Wilpinjong Notes outstanding on the Settlement Date;

WHEREAS, the Settlement Date is occurring on January 29, 2021, concurrently with the execution and delivery of this Amendment;

WHEREAS, the RemainCo Notes Indenture and the Wilpinjong Notes Indenture are Definitive Noteholder Closing Documents; and

WHEREAS, the Parties have agreed to amend the Transaction Support Agreement to give effect to Section 2(c) thereof;

¹	Capitalized terms used but not defined herein have the meanings given to such terms in the Transaction Support Agreement.

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

Amendment. The Transaction Support Agreement is hereby amended as follows:

(a)

Section 1 of the Transaction Support Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order:

(i)

“Amended and Restated RemainCo Notes Indenture” has the meaning set forth in Section 2(d) hereof.

(ii)

“Amended and Restated Wilpinjong Notes Indenture” has the meaning set forth in Section 2(d) hereof.

(iii)

“RemainCo Notes Blackline” has the meaning set forth in Section 2(d) hereof.

(iv)

“Wilpinjong Notes Blackline” has the meaning set forth in Section 2(d) hereof.

(b)

The definition of “Definitive Noteholder Closing Documents” in Section 1 of the Transaction Support Agreement is hereby deleted and replaced in its entirety by the following:

“Definitive Noteholder Closing Documents” means any indentures and any ancillary or other documents related thereto to be entered into in connection with the Transaction, including the Wilpinjong Notes Indenture, the RemainCo Notes Indenture, the Amended and Restated RemainCo Notes Indenture, and the Amended and Restated Wilpinjong Notes Indenture.

(c)

The definition of “Settlement Date” in Section 1 of the Transaction Support Agreement is hereby deleted and replaced in its entirety by the following:

“Settlement Date” means the date on which the Transaction is consummated in accordance with the terms and conditions set forth in this Agreement, the Term Sheet, and each of the Definitive Documents; provided that the non-execution of the Amended and Restated RemainCo Notes Indenture or the Amended and Restated Wilpinjong Notes Indenture will not prevent, delay or otherwise affect the occurrence of the Settlement Date.

-2-

(d)

Section 2(c) of the Transaction Support Agreement is hereby amended and restated in its entirety as follows:

Without limiting any applicable consent rights of the Consenting Noteholders or the Revolving Lenders with respect to the Definitive Documents, if the Definitive RCF Closing Documents impose restrictive covenants on any Company Party or contain events of default that, in either case, irrespective of whether such covenant or event of default is set forth in the Term Sheet, are less favorable to such Company Party than similar obligations or restrictions imposed on such Company Party under the New Notes as set forth in the Descriptions of Notes (as reasonably determined in good faith by the Ad Hoc Group Advisors in consultation with counsel to the Company Parties), then the Definitive Noteholder Closing Documents shall contain terms that impose the same restrictive covenants on such Company Party, contain the same events of default, and/or provide to the holders of New Notes the same remedies or prepayment rights provided to the Revolving Lenders that are set forth in the Definitive RCF Closing Documents, or terms that are reasonably equivalent (as reasonably determined in good faith by the Ad Hoc Group Advisors in consultation with counsel to the Company Parties). Each Party hereto acknowledges and agrees that (i) the Term Sheet sets forth the material terms of the Revolving Lenders’ agreement, (ii) the Descriptions of Notes set forth the material terms of the Consenting Noteholders’ agreement, (iii) certain economic terms set forth in the Term Sheet and the Descriptions of Notes are different, and (iv) subject to section 2(a), the material terms in the Definitive Documents will be consistent with the Term Sheet and Descriptions of Notes, as applicable (subject to the foregoing sentence and paragraph 34 below); however, for terms in the Definitive Documents other than economic terms specifically addressed in the Term Sheet, it is the intent of the Parties for the terms of the Definitive Noteholder Closing Documents to provide substantially the same terms to holders of the New Notes as are provided to the Revolving Lenders under the terms of the Definitive RCF Closing Documents and that it would be an exercise of reasonable discretion if a Party were to withhold its consent to the form or substance of any Definitive Document if such Definitive Document deviated from the foregoing intent in any material respect; provided, that the obligations in this Section 2(c) shall survive the Termination Date to the extent necessary to provide terms to holders of the New Notes as favorable, to the extent required in this Section 2(c), as those provided to the Revolving Lenders under the terms of the Definitive RCF Closing Documents through the Amended and Restated RemainCo Notes Indenture and the Amended and Restated Wilpinjong Notes Indenture.

-3-

(e)

Immediately after Section 2(c) of the Transaction Support Agreement, the following is hereby added as new Section 2(d): “Not later than February 3, 2021, each applicable Company Party shall execute and enter into, and cause to become fully effective as a valid and enforceable amendment to the respective indentures, (i) the Amended and Restated RemainCo Notes Indenture (the “Amended and Restated RemainCo Notes Indenture”), which Amended and Restated RemainCo Notes Indenture shall validly amend and restate the RemainCo Notes Indenture, be consistent in all respects with the RemainCo Notes Blackline attached hereto as Exhibit F (the “RemainCo Notes Blackline”) and attach the RemainCo Notes Blackline as an exhibit thereto and (ii) the Amended and Restated Wilpinjong Notes Indenture (the “Amended and Restated Wilpinjong Notes Indenture”), which Amended and Restated Wilpinjong Notes Indenture shall validly amend and restate the Wilpinjong Notes Indenture, be consistent in all respects with the Wilpinjong Notes Blackline attached hereto as Exhibit G (the “Wilpinjong Notes Blackline”) and attach the Wilpinjong Notes Blackline as an exhibit thereto; provided, that nothing in this paragraph 2(d) shall affect the applicable consent rights of each Revolving Lender and each Consenting Noteholder as described in the definition of “Definitive Documents” in Section 1 herein; provided, further, that the obligations in this Section 2(d) shall survive the Termination Date.”

(f)

Section 7(f) of the Transaction Support Agreement is hereby amended and restated in its entirety as follows:

Termination Date and Survival. The date on which this Agreement is terminated in accordance with this Section 7 shall be referred to as the “Termination Date” and the provisions of this Agreement shall terminate on the Termination Date; provided that Sections 1, 2(c) (solely to the limited extent explicitly set forth therein), 2(d), 3(h), 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, 22, 23, 24, 26, 27, 28, 29, 30, 31 and 33 hereof shall survive the Termination Date.

(g)

Immediately after Exhibit E to the Transaction Support Agreement, (i) Exhibit 1 hereto shall be added as new Exhibit F and (ii) Exhibit 2 hereto shall be added as new Exhibit G.

2. Consent to Supplemental Indentures. By executing this Amendment, each Consenting Noteholder, effective on the Settlement Date and in its capacity on that date as a holder of New Notes, hereby consents to the terms of the RemainCo Notes Blackline and the Wilpinjong Notes Blackline, as applicable, the forms of which are attached to this Amendment as Exhibit 1 and Exhibit 2, respectively, and to the entry into the Amended and Restated RemainCo Notes Indenture and the Amended and Restated Wilpinjong Notes Indenture.

3. Mutual Termination. Pursuant to Section 7(d) of the Transaction Support Agreement, the Company, all of the Revolving Lenders, and all of the Consenting Noteholders hereby consent to the termination of the Transaction Support Agreement upon the occurrence of the Settlement Date. For the avoidance of doubt, such termination shall not affect any of the provisions of the Transaction Support Agreement that expressly survive termination in accordance with the terms thereof.

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4. Agreement in Full Force and Effect Except as Amended. Except for the limited amendment set forth herein, all provisions of the Transaction Support Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly consent, waive, amend or supplement any provision of the Transaction Support Agreement other than as expressly set forth herein.

5. Effect of Amendment. From and after the date of this Amendment, each reference in the Transaction Support Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import shall be deemed to mean the Transaction Support Agreement as modified by this Amendment.

6. Entire Agreement. This Amendment constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior negotiations and agreements relating to such subject matter.

7. Counterparts. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (PDF) or by DocuSign.

8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction. Section 24 of the Transaction Support Agreement is hereby incorporated herein by reference.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers, all as of the day and year first written above.


PEABODY ENERGY CORPORATION

By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Executive Vice President, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

PIC AU Holdings LLC

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		President

PIC AU Holdings Corporation

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		President

[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]

AMERICAN LAND DEVELOPMENT, LLC

AMERICAN LAND HOLDINGS OF COLORADO, LLC

AMERICAN LAND HOLDINGS OF ILLINOIS, LLC

AMERICAN LAND HOLDINGS OF INDIANA, LLC

AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

BIG RIDGE, INC.

BTU WESTERN RESOURCES, INC.

COALSALES II, LLC

CONSERVANCY RESOURCES, LLC

EL SEGUNDO COAL COMPANY, LLC

HAYDEN GULCH TERMINAL, LLC

HILLSIDE RECREATIONAL LANDS, LLC

KAYENTA MOBILE HOME PARK, INC.

KENTUCKY UNITED COAL, LLC

MOFFAT COUNTY MINING, LLC

NEW MEXICO COAL RESOURCES, LLC

PEABODY AMERICA, LLC

PEABODY ARCLAR MINING, LLC

PEABODY ASSET HOLDINGS, LLC

PEABODY BEAR RUN MINING, LLC

PEABODY BEAR RUN SERVICES, LLC

PEABODY CABALLO MINING, LLC

PEABODY CARDINAL GASIFICATION, LLC

PEABODY CHINA, LLC

PEABODY COALSALES, LLC

PEABODY COALTRADE, LLC

PEABODY COLORADO OPERATIONS, LLC

PEABODY COLORADO SERVICES, LLC

PEABODY COULTERVILLE MINING, LLC

PEABODY DEVELOPMENT COMPANY, LLC

PEABODY ELECTRICITY, LLC

PEABODY EMPLOYMENT SERVICES, LLC

PEABODY GATEWAY NORTH MINING, LLC

PEABODY GATEWAY SERVICES, LLC

PEABODY GLOBAL FUNDING, LLC

PEABODY HOLDING COMPANY, LLC

PEABODY IC FUNDING CORP.

PEABODY ILLINOIS SERVICES, LLC

PEABODY INDIANA SERVICES, LLC

PEABODY INTERNATIONAL INVESTMENTS, INC.

PEABODY INTERNATIONAL SERVICES, INC.

PEABODY MIDWEST MANAGEMENT SERVICES, LLC

PEABODY MIDWEST MINING, LLC

PEABODY MIDWEST OPERATIONS, LLC

PEABODY MIDWEST SERVICES, LLC

PEABODY MONGOLIA, LLC

PEABODY NATURAL GAS, LLC

[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]

PEABODY NATURAL RESOURCES COMPANY

PEABODY NEW MEXICO SERVICES, LLC

PEABODY OPERATIONS HOLDING, LLC

PEABODY POWDER RIVER MINING, LLC

PEABODY POWDER RIVER OPERATIONS, LLC

PEABODY POWDER RIVER SERVICES, LLC

XXXXXXX XXXXX MOUNTAIN MANAGEMENT SERVICES, LLC

XXXXXXX XXXXX MOUNTAIN SERVICES, LLC

PEABODY SCHOOL CREEK MINING, LLC

PEABODY SERVICES HOLDINGS, LLC

PEABODY TWENTYMILE MINING, LLC

PEABODY VENEZUELA COAL CORP.

PEABODY VENTURE FUND, LLC

PEABODY WILD BOAR MINING, LLC

PEABODY WILD BOAR SERVICES, LLC

PEABODY XXXXXXXX FORK MINING, LLC

PEABODY WYOMING SERVICES, LLC

PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

PEC EQUIPMENT COMPANY, LLC

SAGE CREEK HOLDINGS, LLC

SAGE CREEK LAND & RESERVES, LLC

SENECA PROPERTY, LLC

SHOSHONE COAL CORPORATION

TWENTYMILE COAL, LLC

UNITED MINERALS COMPANY, LLC


By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Secretary

[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]


PEABODY INVESTMENTS CORP.

By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Senior Vice President & General Counsel – Corporate & Assistant Secretary

BIG SKY COAL COMPANY
NGS ACQUISITION CORP., LLC
PEABODY SAGE CREEK MINING, LLC
PEABODY SOUTHEAST MINING, LLC
PEABODY WESTERN COAL COMPANY

By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxxxxxxx X. Xxxxxxxxxx
	Title:	Secretary

SENECA COAL COMPANY, LLC

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President

PEABODY INTERNATIONAL HOLDINGS, LLC

By:	Peabody Investments Corp., as its sole member

By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Senior Vice President & General Counsel – Corporate & Assistant Secretary

[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]


PEABODY GLOBAL HOLDINGS, LLC

By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Vice President and Treasurer

[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]

[Revolving Lender Signature Pages Omitted]

[Consenting Noteholder Signature Pages Omitted]

Exhibit 1

RemainCo Notes Blackline

PEABODY ENERGY CORPORATION

8.500% SENIOR SECURED NOTES DUE 2024

INDENTURE

Dated as of January 29, 2021

~~Dated~~Amended and Restated as of ~~January 29~~[ ], 2021

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

TABLE OF CONTENTS


		Page

ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions.		1
Section 1.02	Other Definitions.		36
Section 1.03	Rules of Construction.		37

ARTICLE II.
THE NOTES

Section 2.01	Form and Dating.		37
Section 2.02	Execution and Authentication.		38
Section 2.03	Registrar and Paying Agent.		38
Section 2.04	Paying Agent to Hold Money in Trust.		39
Section 2.05	Holder Lists.		39
Section 2.06	Transfer and Exchange.		39
Section 2.07	Replacement Notes.		48
Section 2.08	Outstanding Notes.		48
Section 2.09	Treasury Notes.		48
Section 2.10	Temporary Notes.		49
Section 2.11	Cancellation.		49
Section 2.12	Defaulted Interest.		49
Section 2.13	Calculation of Principal Amount of Securities.		49

ARTICLE III.
REDEMPTION AND PREPAYMENT

Section 3.01	Notices to Trustee.		50
Section 3.02	Selection of Notes to Be Redeemed or Purchased.		50
Section 3.03	Notice of Redemption.		50
Section 3.04	Effect of Notice of Redemption.		51
Section 3.05	Deposit of Redemption or Purchase Price.		51
Section 3.06	Notes Redeemed or Purchased in Part.		52
Section 3.07	Optional Redemption.		52
Section 3.08	No Mandatory Redemption or Sinking Fund.		53
Section 3.09	Offer to Purchase by Application of Excess Proceeds.		53

ARTICLE IV.
COVENANTS

Section 4.01	Payment of Notes.		54
Section 4.02	Maintenance of Office or Agency.		54
Section 4.03	Reports.		55
Section 4.04	Compliance Certificate.		56
Section 4.05	Taxes.		56
Section 4.06	Stay, Extension and Usury Laws.		56
Section 4.07	Restricted Payments.		56
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.		59
Section 4.09	Incurrence of Debt and Issuance of Disqualified Stock or Preferred Stock.		60
Section 4.10	Asset Sales.		63
Section 4.11	Transactions with Affiliates.		66
Section 4.12	Liens.		67
Section 4.13	Corporate Existence.		67

TABLE OF CONTENTS

(continued)


		Page
Section 4.14	Offer to Repurchase Upon Change of Control.		68
Section 4.15	Additional Note Guarantees.		69
Section 4.16	Designation of Restricted and Unrestricted Subsidiaries.		69
Section 4.17	Issue Date Offer.		70
Section 4.18	Debt Repurchase Mandatory Offer.		71
Section 4.19	Changes in Covenants if Notes Are Rated Investment Grade.		73
Section 4.20	Obligation to Maintain Ratings.		74
Section 4.21	Creation and Perfection of Certain Security Interests After the Issue Date.		74

ARTICLE V.
SUCCESSORS

Section 5.01	Consolidation, Merger or Sale of Assets.		75
Section 5.02	Successor Corporation Substituted.		76

ARTICLE VI.
DEFAULTS AND REMEDIES

Section 6.01	Events of Default.		76
Section 6.02	Acceleration.		78
Section 6.03	Other Remedies.		80
Section 6.04	Waiver of Past Defaults.		80
Section 6.05	Control by Majority.		80
Section 6.06	Limitation on Suits.		81
Section 6.07	Rights of Holders to Receive Payment.		81
Section 6.08	Collection Suit by Trustee.		81
Section 6.09	Trustee May File Proofs of Claim.		81
Section 6.10	Priorities.		82
Section 6.11	Undertaking for Costs.		82

ARTICLE VII.
TRUSTEE

Section 7.01	Duties of Trustee.		82
Section 7.02	Rights of Trustee.		83
Section 7.03	Individual Rights of Trustee.		84
Section 7.04	Trustee’s Disclaimer.		84
Section 7.05	Notice of Defaults.		84
Section 7.06	Compensation and Indemnity.		85
Section 7.07	Replacement of Trustee.		86
Section 7.08	Successor Trustee by Merger, etc.		86
Section 7.09	Eligibility; Disqualification.		86

ARTICLE VIII.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.		87
Section 8.02	Legal Defeasance and Discharge.		87
Section 8.03	Covenant Defeasance.		87
Section 8.04	Conditions to Legal or Covenant Defeasance.		88
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.		89
Section 8.06	Repayment to Company.		89
Section 8.07	Reinstatement.		89

TABLE OF CONTENTS

(continued)


		Page

ARTICLE IX.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders.		90
Section 9.02	With Consent of Holders.		91
Section 9.03	Revocation and Effect of Consents.		93
Section 9.04	Notation on or Exchange of Notes.		93
Section 9.05	Trustee to Sign Amendments, etc.		93
Section 9.06	Effect of Supplemental Indentures.		93

ARTICLE X.
NOTE GUARANTEES

Section 10.01	Guarantee.		94
Section 10.02	Limitation on Guarantor Liability.		95
Section 10.03	Execution and Delivery of Note Guarantee.		95
Section 10.04	Releases.		95

ARTICLE XI.
SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge.		96
Section 11.02	Application of Trust Money.		97

ARTICLE XII.
COLLATERAL AND SECURITY

Section 12.01	Security Interest.		97
Section 12.02	Collateral Trust Agreement.		98
Section 12.03	Collateral Trustee.		98
Section 12.04	Release of Liens on Collateral.		98
Section 12.05	Release of Liens in Respect of Notes.		98
Section 12.06	Equal and Ratable Sharing of Collateral by Holders of Priority Lien Debt.		99
Section 12.07	Relative Rights.		99
Section 12.08	Further Assurances; Insurance.		100
Section 12.09	Intercreditor Agreement.		100
Section 12.10	Trustee Duties.		101

ARTICLE XIII.
MISCELLANEOUS

Section 13.01	Notices.		102
Section 13.02	Certificate and Opinion as to Conditions Precedent.		103
Section 13.03	Statements Required in Certificate or Opinion.		103
Section 13.04	Rules by Trustee and Agents.		103
Section 13.05	No Personal Liability of Directors, Officers, Employees and Stockholders.		103
Section 13.06	Governing Law~~; Jurisdiction.~~		103
Section 13.07	No Adverse Interpretation of Other Agreements.		104
Section 13.08	Successors.		104
Section 13.09	Severability.		104
Section 13.10	Counterpart Originals.		104
Section 13.11	Table of Contents, Headings, etc.		104
Section 13.12	USA Patriot Act.		104
~~Section 13.13~~	~~Waivers of Jury Trial.~~		~~105~~

iii

SCHEDULES


Schedule 4.21		Post-Closing Covenant

EXHIBITS


Exhibit A		FORM OF NOTE
Exhibit B		FORM OF CERTIFICATE OF TRANSFER
Exhibit C		FORM OF CERTIFICATE OF EXCHANGE
Exhibit D		FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E		FORM OF NOTATION OF GUARANTEE
Exhibit F		FORM OF SUPPLEMENTAL INDENTURE

INDENTURE dated as of January 29, 2021 among Peabody Energy Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and amended and restated as of [ ], 2021 pursuant to that certain First Supplemental Indenture, dated as of [ ], 2021.

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 8.500% Senior Secured Notes due 2024 (the “Notes”):

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2022 Notes” means the Company’s 6.000% Senior Secured Notes due 2022 issued pursuant to the 2022 Notes Indenture.

“2022 Notes Indenture” means the Indenture, dated as of February 15, 2017, between the Company (as successor by merger to Peabody Securities Finance Corporation) and Wilmington Trust, National Association, as Trustee, governing the 2022 Notes and 6.375% Senior Secured Notes due 2025, as amended and supplemented with respect to the 2022 Notes.

“2025 Notes Indenture” means the Indenture, dated as of February 15, 2017, between the Company (as successor by merger to Peabody Securities Finance Corporation) and Wilmington Trust, National Association, as Trustee, governing the 2022 Notes and 6.375% Senior Secured Notes due 2025, as amended and supplemented with respect to the 6.375% Senior Secured Notes due 2025.

“2022 Notes Indenture Trustee” means Wilmington Trust, National Association, in its capacity as trustee under the 2022 Notes Indenture.

“2025 Notes Indenture Trustee” means Wilmington Trust, National Association, in its capacity as trustee under the 2025 Notes Indenture.

“ABL Collateral Agent” means any agent or representative of the holders of the ABL Debt (including for purposes related to the administration of the ABL Security Documents) pursuant to the credit agreement or other agreement governing such ABL Debt.

“ABL Credit Facilities” means one or more asset-based revolving credit facilities with banks or other institutional or other lenders providing for asset-based revolving credit loans or letters of credit, as such credit facility, in whole or in part, in one or more instances, may be amended, restated, modified, supplemented, extended, renewed, refunded, restructured, refinanced or replaced or otherwise modified from time to time and whether by the same or any other agent, lender or group of lenders or other party.

“ABL Debt” means Funded Debt incurred by the Company or any of the Guarantors under Section 4.09(b)(1) hereof that is secured by an ABL Lien that is permitted to be incurred and so secured under each applicable Secured Debt Document; provided, that:

(1)

on or before the date on which such Funded Debt is incurred by the Company or a Guarantor, such Funded Debt is designated by the Company, in an Officer’s Certificate delivered to the Collateral Trustee and the ABL Collateral Agent, as “ABL Debt” for the purposes of the Secured Debt Documents and the ABL Lien Documents; provided that no Series of Secured Debt may be designated as ABL Debt;

(2)

such Funded Debt is subject to an ABL Intercreditor Agreement; and

(3)

all other requirements set forth in the ABL Intercreditor Agreement with respect to the incurrence of such Funded Debt have been satisfied (and the satisfaction of such requirements and the other provisions of this clause (c) will be conclusively established if the Company delivers to the Collateral Trustee and the ABL Collateral Agent an Officer’s Certificate stating that such requirements and other provisions have been satisfied and that such Debt is “ABL Lien Debt”).

“ABL Intercreditor Agreement” means an intercreditor agreement entered into between the ABL Collateral Agent, the Priority Collateral Trustee and the Junior Collateral Trustee that sets forth the relative priority of the Priority Liens and Junior Liens, on the one hand, compared to the ABL Liens, on the other hand.

“ABL Lien” means a Lien granted by an ABL Security Document to the ABL Collateral Agent, at any time, upon any ABL Priority Collateral of the Company or any Guarantor to secure ABL Lien Obligations; provided that any such Lien upon Collateral other than ABL Priority Collateral will be junior to the Priority Liens and the Junior Liens.

“ABL Lien Documents” means any ABL Credit Facility pursuant to which any ABL Debt is incurred and the ABL Security Documents.

“ABL Lien Obligations” means the ABL Debt and all other Obligations in respect of ABL Debt, and guarantees thereof, that are secured, or intended to be secured, under the ABL Lien Documents and are subject to the terms of the ABL Intercreditor Agreement, solely to the extent such Obligations and such guarantees thereof are permitted to be incurred under the ABL Lien Documents and the Secured Debt Documents and are so secured under the ABL Lien Documents.

“ABL Priority Collateral” means (i) accounts and chattel paper (but excluding intercompany debt owed to the Company or any Guarantor), in each case other than to the extent constituting identifiable proceeds of Term Priority Collateral; (ii) deposit accounts (and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein), other than a deposit account used exclusively for identifiable proceeds of Term Priority Collateral; (iii) all inventory; (iv) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing, all documents, general intangibles, instruments, commercial tort claims, letters of credit, letter of credit rights and supporting obligations (but excluding intercompany debt owed to the Company or any Grantor); provided, however, that to the extent any of the foregoing also evidence, govern, secure or otherwise reasonably relate to any Term Priority Collateral, only that portion that evidences, governs, secures or primarily relates to ABL Priority Collateral shall constitute ABL Priority Collateral; provided, further, that the foregoing shall not include any intellectual property; (v) all books, records and documents related to the foregoing (including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any of the foregoing); and (vi) all proceeds and products of any or all of the foregoing in whatever form received, including claims against third parties.

“ABL Security Documents” means the ABL Intercreditor Agreement, all security agreements, collateral assignments, mortgages, control agreements or other grants or transfers for security executed and delivered by Company or any Guarantor creating (or purporting to create) a Lien upon the ABL Priority Collateral in favor of the ABL Collateral Agent, for the benefit of any of the holders of ABL Lien Obligations, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the ABL Intercreditor Agreement.

“Accreted Value” means, as of any date, an amount equal to the sum of (i) the Issue Amount and (ii) the PIK Interest paid or due and payable through such date.

“Acquired Debt” means Debt of a Person existing at the time the Person is acquired by, or merges with or into, the Company or any Restricted Subsidiary or becomes a Restricted Subsidiary, whether or not such Debt is Incurred in connection with, or in contemplation of, the Person being acquired by or merging with or into or becoming a Restricted Subsidiary.

“Act of Required Secured Parties” means, as to any matter at any time:

(1)

until the earlier of (x) the Discharge of Credit Facility Obligations and (y) the Outstanding Loan Threshold Date, a direction in writing delivered to the Priority Collateral Trustee by or with the written consent of, the Required Lenders (as defined under the Existing Credit Facility);

(2)

from and after the earlier of (x) the Discharge of Credit Facility Obligations and (y) the Outstanding Loan Threshold Date, but prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent of, the holders of (or the Priority Lien Representatives representing the holders of) more than 50% of the sum of:

(a)

the aggregate outstanding principal amount of Priority Lien Debt (including the face amount of outstanding letters of credit whether or not then available or drawn); and

(b)

other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Priority Lien Debt; provided, however, that if at any time prior to the Discharge of Priority Lien Obligations the only remaining Priority Lien Obligations are Swap Obligations, then the term “Act of Required Secured Parties” will mean the holders of a majority of the aggregate “settlement amount” (or similar term) as defined in the Swap Contracts (or, with respect to any Swap Contract that has been terminated in accordance with its terms, the amount, if any, then due and payable by the Company or any other Grantor (exclusive of expenses and similar payments but including any early termination payments then due) under such Swap Contract) under all Swap Contracts; provided further, that any Swap Contract with a “settlement amount” (or similar term) or termination payment that is a negative number shall be disregarded for purposes of all calculations required by the term “Act of Required Secured Parties;” and

(3)

at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the Junior Collateral Trustee by or with the written consent of the holders of (or the Junior Lien Representatives representing the holders of) Junior Lien Debt representing the Required Junior Lien Debtholders,

in each case, accompanied by, if required by the Collateral Trustee, security or indemnity satisfactory to the Collateral Trustee for any losses, liabilities or expenses that may be incurred by the Collateral Trustee in connection with such direction.

For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding and neither the Company nor any Affiliate of the Company will be entitled to vote such Secured Debt (in each case, as identified in writing to the Collateral Trustee by the applicable Secured Debt Representative) and (b) votes will be determined in accordance with the provisions of the Collateral Trust Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and any increase in the principal of the Notes as a result of payment of the PIK Interest) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Additional Assets” means all or substantially all of the assets of a Permitted Business, or Voting Stock of another Person engaged in a Permitted Business that will, on the date of acquisition, be a Restricted Subsidiary, or other assets (other than cash and Cash Equivalents or securities (including Equity Interests)) that are to be used in a Permitted Business.

specified Person or (ii) ~~(x)~~ is the Beneficial Owner, directly or indirectly, of 10% or more of the total voting power of the Voting Stock ~~of such specified Person and (y) has the right to appoint or nominate, or has an officer or director that is, at least one member of the Board of Directors~~ of such specified Person, or (B) if the specified Person is a limited liability company, the first Person is the managing member. “Controlled” has a meaning correlative thereto.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of (A) 1.0% of the Accreted Value of the Note; or (B) the excess of (a) the present value at such redemption date of (1) the redemption price of such Note at December 31, 2022 (such redemption price being set forth in the table appearing in Section 3.07 hereof), plus (2) all required Cash Interest payments due on such Note from the redemption date through December 31, 2022 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date (discounted to the prepayment date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) plus 50 basis points; over (b) the Accreted Value of such Note. The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means any sale, lease (other than operating leases or Finance Leases entered into in the ordinary course of a Permitted Business), transfer or other disposition of any assets by the Company or any Restricted Subsidiary outside of the ordinary course of business, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

(1)

a disposition to the Company or ~~a Restricted Subsidiary~~any Guarantor, including the sale or issuance by the Company or any ~~Restricted Subsidiary~~Guarantor of any Equity Interests of any Restricted Subsidiary to the Company or any ~~Restricted Subsidiary~~Guarantor;

(2)

the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, and dispositions of Receivables and related assets by Securitization Subsidiary in connection with a Permitted Receivables Financing and any transactions in connection with factoring of receivables by a non-Guarantor Restricted Subsidiary of the Company undertaken consistent with past practice or in the ordinary course of business;

(3)

a transaction covered by Section 5.01 hereof;

(4)

a Restricted Payment that is permitted under Section 4.07 hereof or a Permitted Investment;

(5)

any transfer of property or assets that consists of grants by the Company or its Restricted Subsidiaries in the ordinary course of business of licenses or sub-licenses, including with respect to intellectual property rights;

(6)

~~the sale of Capital Stock of an Unrestricted Subsidiary~~[reserved];

(7)

the sale of assets by the Company and its Restricted Subsidiaries consisting of Real Property solely to the extent that such Real Property is not necessary for the normal conduct of operations of the Company and its Restricted Subsidiaries;

(8)

foreclosure of assets of the Company or any of its Restricted Subsidiaries to the extent not constituting a Default;

(9)

the sale or other disposition of cash or Cash Equivalents pursuant to transactions permitted under this Indenture (including Permitted Investments) or otherwise in the ordinary course of business;

(10)

the unwinding of any Permitted Hedging Agreements;

(11)

~~the~~(i) any surrender or waiver of ~~contract~~contractual rights or the settlement, release, or surrender of ~~contract, tort or other claims of any kind;~~contractual rights or other litigation claims in the ordinary course of business or (ii) any settlement, discount, write off, forgiveness, or cancellation of any Debt owing by any Subsidiary or any of their successors or assigns;

(12)

the issuance of Disqualified Stock or Preferred Stock pursuant to Section 4.09 hereof;

(13)

(a) the sale of damaged, obsolete, unusable or worn out equipment or equipment that is no longer needed in the conduct of the business of the Company and its Restricted Subsidiaries and (b) sales of inventory, used or surplus equipment or reserves and dispositions related to the burn-off of mines;

(14)

dispositions of assets by virtue of an asset exchange or swap with a third party in any transaction (a) with an aggregate Fair Market Value less than or equal to $15.0 million, (b) involving a coal-for-coal swap, (c) to the extent that an exchange is for Fair Market Value and for credit against the purchase price of similar replacement property or (d) consisting of a coal swap involving any Real Property;a substantially concurrent purchase and sale, trade-in or exchange of equipment, real property or any other property of a nature or type that is used or useful in a Permitted Business or a combination of such equipment, real property or any other property and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that the fair market value of the equipment, real property or any other property received is at least as great as the fair market value of the equipment, real property or other property being traded-in or exchanged as determined by the Company reasonably and in good faith; provided that any shortfall may be treated as a Permitted Investment and shall constitute a Permitted Investment for purposes of calculating compliance with Section 4.07;

(15)

any disposition in a transaction or series of related transactions of assets with a Fair Market Value of less than $10.0 million; ~~and~~

~~(16)~~

~~exchanges and relocation of easements for pipelines, oil and gas infrastructure and similar arrangements in the ordinary course of business.~~

(16)

(i) the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests, (ii) exchanges and relocation of easements for pipelines, oil and gas infrastructure and similar arrangements in the ordinary course of business and (iii) any lease, sublease or license of assets (with the Company or a Subsidiary as the lessor, sublessor or licensor) in the ordinary course of business;

(17)

(i) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies or (ii) transfers of properties that have been subject to a casualty event or act of god; and

(18)

the unwinding or termination of any hedging obligations or cash management obligations.

If, in connection with an acquisition by the Company or any Restricted Subsidiary, a portion of the acquired assets are disposed of within 90 days of such acquisition, such disposition shall not be deemed to be an Asset Sale; provided that such assets are disposed of for Fair Market Value.

“Average Life” means, as of the date of determination with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bank Products Obligations” means any and all obligations of the Company, the Pledgor or any Guarantor arising out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer,

wire transfer or otherwise to or from the deposit accounts of the Company, the Pledgor and/or any Guarantor now or hereafter maintained with any of such lenders or their affiliates, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, (c) any other treasury, deposit, disbursement, overdraft, and cash management services afforded to the Company or Guarantor by any of such lenders or their affiliates, and (d) stored value card, commercial credit card and merchant card services.

“Bankruptcy Code” means Title 11 of the United States Code, as amended or any similar federal or state law for the relief of debtors.

“Bankruptcy Law” means the Bankruptcy Code and any federal, state or foreign law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

“Board of Directors” means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)

with respect to a partnership, if the general partner of the partnership is a corporation, the board of directors of the general partner of the partnership and if the general partner of the partnership is a limited liability company, the managing member or members or any controlling committee of managing members thereof of such general partner;

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or any manager thereof; and

(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Stock” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock; and

(5)

in the case of a Gibraltar registered company, the share capital in such company.

“Cash Equivalents” means:

(1)

U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding two years from the date of acquisition;

(2)

(i) demand deposits, (ii) time deposits and certificates of deposit with maturities of two years or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding two years from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof (including any branch of a foreign bank licensed under any such laws) having capital, surplus and undivided profits in excess of $250 million (or the foreign currency equivalent thereof) whose short-term debt is rated A-2 or higher by S&P or P-2 or higher by Moody’s;

(3)

commercial paper maturing within 364 days from the date of acquisition thereof and having, at such date of acquisition, ratings of at least A-1 by S&P or P-1 by Moody’s;

(4)

readily marketable direct obligations issued by any state, commonwealth or territory of the U.S. or any political subdivision thereof, in each case rated at least A-1 by S&P or P-1 by Moody’s with maturities not exceeding one year from the date of acquisition;

(5)

bonds, debentures, notes or other obligations with maturities not exceeding two years from the date of acquisition issued by any corporation, partnership, limited liability company or similar entity whose long-term unsecured debt has a credit rate of A2 or better by Moody’s and A or better by S&P;

(6)

investment funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above (determined without regard to the maturity and duration limits for such investments set forth in such clauses, provided that the weighted average maturity of all investments held by any such fund is two years or less);

(7)

fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (1) above and entered into with a financial institution satisfying the criteria described in clause (2) above; and

(8)

in the case of a Foreign Restricted Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts business.

“Cash Interest” means cash interest that will accrue on the Interest Accrual Base of the Notes at the rate of 6.000% per annum from the Issue Date, or from the most recent date after the Issue Date to which interest has been paid or provided for, payable semiannually in arrears on June 30 and December 31 of each year, commencing on June 30, 2021, to Holders of record on the relevant Record Date.

“Cash Management Agreement” means any agreement evidencing Cash Management Obligations.

“Cash Management Obligations” means Bank Products Obligations, in each case, (x) with any Person that (x) at the time it enters into a Cash Management Agreement, is a Lender (as defined in the Existing Credit Facility or the LC Agreement, as applicable), an Agent (as defined in the Existing Credit Facility or the LC Agreement, as applicable), an Arranger (as defined in the Existing Credit Facility) or an Affiliate of any of the foregoing or (ii) becomes a Lender (as defined in the Existing Credit Facility or the LC Agreement, as applicable), an Agent (as defined in the Existing Credit Facility or the LC Agreement, as applicable), or an Affiliate of any of the foregoing at any time after it has entered into a Cash Management Agreement and (y) which has been designated at the election of the Company as “Cash Management Obligations” by written notice given by the Company and acknowledged by the Priority Lien Representative for the applicable Cash Management Obligations to the Collateral Trustee.

“Cash Management Provider” means the counterparty to the Company or any Restricted Subsidiary of the Company under any Cash Management Agreement.

“Change of Control” means:

(1)

the sale, lease, transfer, or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act);

(2)

any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than (in the case of the Company) the Company or the Permitted Holders, is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 5035% of the total voting power of the Voting Stock of the Company;

(3)

individuals who on the Issue Date constituted the Board of Directors of the Company, together with any new directors whose election by the Board of Directors or whose nomination for election by the holders of the Voting Stock of the Company was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or

(4)

the adoption of a plan relating to the liquidation or dissolution of the Company.; or

(5)

a “Change of Control” as defined in the LC Agreement.

Notwithstanding the preceding, a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited partnership, corporation, limited liability company or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests for another form of entity shall not constitute a Change of Control, so long as following such transaction the “persons” (as that term is used in Section 13(d) of the Exchange Act) who Beneficially Owned the Voting Stock of the Company, as the case may be, immediately prior to such transaction continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no “person,” Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

“Clearstream” means Clearstream Banking, S.A.

“Co-Issuer Notes” means the 10.000% Senior Secured Notes due 2024 Issued by PIC AU Holdings LLC and PIC AU Holdings Corp.

“Co-Issuer Notes Collateral Trustee” means Wilmington Trust, National Association, as collateral trustee under that certain Second Lien Collateral Trust Agreement.

“Co-Issuer Notes Indenture” means the Indenture, dated as of the Issue Date, among PIC AU Holdings LLC and PIC AU Holdings Corporation and Wilmington Trust, National Association, as trustee, governing the Co-Issuer Notes.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all property subject or purported to be subject, from time to time, to a Lien under any Security Document.

“Collateral Trust Agreement” means that certain collateral trust agreement dated April 3, 2017, as amended, by and among the Company, the other grantors party thereto, the Priority Collateral Trustee, the Junior Collateral Trustee, the 2025 Notes Indenture Trustee, the 2022 Notes Indenture Trustee and the administrative agent under the Existing Credit Facility, and, as of the Issue Date, the Trustee and the agent under the LC Agreement.

“Collateral Trust Joinder” means (1) with respect to the provisions of the Collateral Trust Agreement relating to any additional Secured Debt, an agreement substantially in the form attached to the Collateral Trust Agreement and (2) with respect to the provisions of the Collateral Trust Agreement relating to the addition of additional Guarantors, an agreement substantially in the form attached to the Collateral Trust Agreement.

“Collateral Trustee” means each of (i) the Priority Collateral Trustee and (ii) the Junior Collateral Trustee.

“common equity,” when used with respect to a contribution of capital to the Company, means a capital contribution to the Company in a manner that does not constitute Disqualified Equity Interests.

“Common Stock” means Capital Stock not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

“Company” has the meaning assigned to it in the preamble to this Indenture.

“Company Order” means a written request or order signed on behalf of the Company by an Officer thereof and delivered to the Trustee.

“Consolidated Net Income” means, for any period, for the Company and the Restricted Subsidiaries on a consolidated basis, the net income (or loss) attributable to the Company and the Restricted Subsidiaries for that period, determined in accordance with GAAP, excluding, without duplication:

(1)

non-cash compensation expenses related to Common Stock and other equity securities issued to employees;

(2)

extraordinary or non-recurring gains and losses;

(3)

[reserved];

(4)

income or losses from discontinued operations or disposal of discontinued operations or costs and expenses associated with ~~the closure~~closures of any mines (including any reclamation or disposal obligations);

(5)

any non-cash impairment charge or asset write-off, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(6)

net unrealized gains or losses resulting in such period from non-cash foreign currency remeasurement gains or losses;

(7)

net unrealized gains or losses resulting in such period from the application FASB ASC 815. Derivatives and Hedging, in each case, for such period;

(8)

non-cash charges including non-cash charges due to cumulative effects of changes in accounting principles; and

(9)

any net income (or loss) of the Company or a Restricted Subsidiary for such period that it is not a Subsidiary, or is an Unrestricted Subsidiary or a Securitization Subsidiary, or that is accounted for by the equity method of accounting to the extent included therein; ~~provided that Consolidated Net Income of the Company shall be increased by the amount of~~except to the extent that any such income is received in the form of cash dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period.

“Consolidated Net Tangible Assets” means, as of any particular time, the total of all the assets appearing on the most recent consolidated balance sheet prepared in accordance with GAAP of the Company and the Restricted Subsidiaries as of the end of the last fiscal quarter for which financial information is available (less applicable reserves and other properly deductible items) after deducting from such amount:

(1)

all current liabilities, including current maturities of long-term debt and current maturities of obligations under Finance Leases (other than any portion thereof maturing after, or renewable or extendable at the Company’s option or the option of the relevant Restricted Subsidiary beyond, twelve months from the date of determination); and

(2)

the total of the net book values of all of the Company’s assets and the assets of the Company’s Restricted Subsidiaries properly classified as intangible assets under GAAP (including goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets).

The calculation of “Consolidated Net Tangible Assets” will be made on a pro forma basis consistent with the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Debt” means, as of the date of determination, an amount equal to the sum (without duplication) of (1) the aggregate amount of all outstanding Debt of the Company and its Restricted Subsidiaries on a consolidated basis, but excluding the amount of any Swap Obligations (other than Swap Obligations entered into for speculative purposes) plus (2) the aggregate amount of all outstanding Disqualified Stock of the Company and its Restricted Subsidiaries, other than any Disqualified Stock issued by the Company to any Guarantor, or by a Guarantor to the Company or any other Guarantor, on a consolidated basis, with the amount of such Disqualified Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Price.

For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Consolidated Total Debt shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value shall be determined reasonably and in good faith by the Company.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Controlled Subsidiary” means, with respect to any consent, waiver or right to terminate or accelerate the obligations under a Contract, any Subsidiary that the Company directly or indirectly controls for purposes of the provision of such consent, waiver or exercise of such right to terminate or accelerate the obligations under such Contract.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.01 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Facilities” means one or more credit facilities (including, without limitation, the Existing Credit Facility and the LC Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee).

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Debt” means, with respect to any Person, without duplication:

(1)

all indebtedness of such Person for borrowed money;

(2)

all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than any obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds and completion guarantees, bank guarantees and similar obligations under any Mining Law or Environmental Law or with respect to workers’ compensation benefits);

(3)

all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (solely to the extent such letters of credit, bankers’ acceptances or other similar instruments have been drawn and remain unreimbursed);

(4)

all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable and accrued expenses incurred in the ordinary course of business, (ii) obligations under federal coal leases and (iii) obligations under coal leases which may be terminated at the discretion of the lessee and (iv) obligations for take-or-pay arrangements);

(5)

the Finance Lease Obligations of such Person;

(6)

all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

(7)

all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

(8)

all obligations of such Person under Permitted Hedging Agreements;

provided that in no event shall Debt include (i) asset retirement obligations, (ii) obligations (other than obligations with respect to Debt for borrowed money or other Funded Debt) related to surface rights under an agreement for the acquisition of surface rights for the production of coal reserves in the ordinary course of business in a manner consistent with historical practice of the Company and its Subsidiaries and (iii) Non-Finance Lease Obligations.

The amount of Debt of any Person will be deemed to be:

(a)

with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the Fair Market Value of such asset on the date the Lien attached and (y) the amount of such Debt;

(b)

with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(c)

with respect to any Permitted Hedging Agreement, the amount payable (determined after giving effect to all contractually permitted netting) if such Permitted Hedging Agreement terminated at that time; and

(d)

otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Discharge of Credit Facility Obligations” means that the Priority Lien Obligations pursuant to the Existing Credit Facility (other than Swap Obligations) are no longer secured by, and no longer required to be secured by, the Collateral pursuant to the terms of the Existing Credit Facility or the other applicable Priority Lien Documents; provided that a Discharge of Credit Facility Obligations shall be deemed not to have occurred if the Company has entered into any replacement credit agreement that has been designated in accordance with the terms of the Collateral Trust Agreement.

“Discharge of Priority Lien Obligations” means the occurrence of all of the following:

(1)

termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

(2)

with respect to each Series of Priority Lien Debt, either (x) payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt of such Series (other than any undrawn letters of credit) or (y) there has been a legal defeasance or covenant defeasance pursuant to the terms of the applicable Priority Lien Debt Documents for such Series of Priority Lien Debt;

(3)

with respect to any undrawn letters of credit constituting Priority Lien Debt, either (x) discharge or cash collateralization (at the lower of (A) ~~105~~106% of the aggregate undrawn amount and (B) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt or (y) the issuer of each such letter of credit has notified the Priority Collateral Trustee in writing that alternative arrangements satisfactory to such issuer and to the holders of the related Series of Priority Lien Debt that has reimbursement obligations with respect thereto have been made;

(4)

payment in full in cash of all other Priority Lien Obligations (other than Swap Obligations) that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); and

(5)

with respect to any Swap Obligations, (A) the cash collateralization of all such Swap Obligations on terms satisfactory to each applicable Hedge Provider or (B) the expiration or termination of all Swap Contracts evidencing such Swap Obligations and payment in full in cash of all Swap Obligations due and payable after giving effect to such expiration or termination;

provided, however, that if, at any time after the Discharge of Priority Lien Obligations has occurred, the Company thereafter enters into any Priority Lien Document evidencing a Priority Lien Debt the incurrence of which is not prohibited by any applicable Secured Debt Document, then such Discharge of Priority Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Priority Lien Debt (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Priority Lien Obligations), and, from and after the date on which the Company designates such Funded Debt as Priority Lien Debt in accordance with the terms of the Collateral Trust Agreement, the Obligations under such Priority Lien Document shall automatically and without any further action be treated as Priority Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein and any Junior Lien Obligations shall be deemed to have been at all times Junior Lien Obligations and at no time Priority Lien Obligations.

“Disqualified Equity Interests” means Equity Interests that by their terms (or by the terms of any security into which such Equity Interests are convertible, or for which such Equity Interests are exchangeable, in each case at the option of the holder thereof) or upon the happening of any event

(1)

mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or are required to be redeemed or redeemable at the option of the holder for consideration other than Qualified Equity Interests, or

(2)

are convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt,

in each case prior to the date that is 91 days after the Stated Maturity of the Notes; provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require the repurchase or redemption upon an “asset sale” or “change of control” occurring prior to 91 days after the Stated Maturity of the Notes if those provisions

(a)

are no more favorable to the holders of such Equity Interests than the provisions of this Indenture under Sections 4.10 and 4.14 hereof, and

(b)

specifically state that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase of the Notes as required by this Indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary that is not a Foreign Subsidiary; provided, that in no event shall any such Subsidiary that is a Subsidiary of a Foreign Subsidiary be considered a “Domestic Restricted Subsidiary.”

“EBITDA” means, with respect to any specified Person for any period, the sum of, without duplication:

(1)

Consolidated Net Income, plus

(2)

Fixed Charges, to the extent deducted in calculating Consolidated Net Income, plus

(3)

to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP (and without duplication):

(a)

Restructuring Costs; plus

(b)

the provision for Taxes based on income, profits or capital, including, without limitation, ~~state~~ franchise and similar Taxes; plus

(c)

depreciation, depletion, amortization (including, without limitation, amortization of intangibles, deferred financing fees and any amortization included in pension or other employee benefit expenses) and all other non-cash items reducing Consolidated Net Income (including, without limitation, write-downs and impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of purchase accounting) but excluding, in each case, non-cash charges in a period which reflect cash expenses paid or to be paid in another period); plus

(d)

any expenses, costs or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Debt permitted to be incurred by this Indenture (whether or not successful); plus

(e)

all non-recurring or unusual losses, charges and expenses (and less all non-recurring or unusual gains); plus

(f)

all non-cash charges and expenses, including start-up and transition costs, business optimization expenses and other non-cash restructuring charges; plus

(g)

the non-cash portion of “straight-line” rent expense; plus

(h)

non-cash compensation expense or other non-cash expenses or charges arising from the granting of stock options, the granting of stock appreciation rights and similar arrangements (including any repricing, amendment, modification, substitution or change of any such stock option, stock appreciation rights or similar arrangements); plus

(i)

any debt extinguishment costs; plus

(j)

accretion of asset retirement obligations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 410, Asset Retirement and Environmental Obligations, and any similar accounting in prior periods; plus

(k)

net after-tax losses attributable to asset sales, and net after-tax extraordinary losses; plus

(l)

(a) xxxx-to-market gains (and less any xxxx-to-market losses) relating to any Permitted Hedging Agreements and (b) any xxxx-to-market losses attributed to short positions in any actual or synthetic forward sales contracts relating to coal or any other similar device or instrument or other instrument classified as a “derivative” pursuant to FASB ASC Topic No. 815, Derivatives and Hedging; plus

(m)

commissions, premiums, discounts, fees or other charges relating to performance bonds, bid bonds, appeal bonds, surety bonds, reclamation and completion guarantees and other similar obligations; plus

(n)

Transaction Costs,

provided that, with respect to any Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income. Any reimbursement or equity contribution which is included in calculating EBITDA shall be excluded for purposes of calculations under Section 4.07(a)(3)(y) hereof.

minus

(1)

the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (a) and (b) of this clause (1) increased such Consolidated Net Income for the respective period for which EBITDA is being determined):

(a)

non-cash items increasing Consolidated Net Income for such period (but excluding any such items in respect of which cash was received in a prior period or will be received in a future period or which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period), and

(b)

the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense.

“Environment” means soil, land surface or subsurface strata, water, surface waters (including navigable waters, ocean waters within applicable territorial limits, streams, ponds, drainage basins, and wetlands), ground waters, drinking water supply, water related sediments, air, plant and animal life, and any other environmental medium.

“Environmental Laws” means all laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the Environment, the preservation, restoration or reclamation of natural resources, or the presence, use, storage, discharge, management, release or threatened release of any pollutants, contaminants or hazardous or toxic substances, wastes or material or the effect of the environment on human health and safety.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means an offer and sale of Qualified Stock of the Company after the Issue Date other than an issuance registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant to employee benefit plans or otherwise relating to compensation to officers, directors or employees.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Credit Facility” means the first lien secured credit facility, dated April 3, 2017, as amended, entered into by and among the Company and the Guarantors, JPMorgan Chase N.A., as administrative agent, and the lenders party thereto, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof.

“Existing Debt” means Debt of the Company or the Restricted Subsidiaries in existence on the Issue Date (other than the Notes issued on the Issue Date and any Debt under the Existing Credit Facility, the LC Agreement, the 2025 Notes Indenture or 2022 Notes Indenture in existence on the Issue Date).

“Fair Market Value” means, with respect to any property, the price that could be negotiated in an arm’s-length transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction, or, where the price is established by an existing contract, the contract price. Fair Market Value shall be determined, except as otherwise provided, (a) if such property has a Fair Market Value equal to or less than $50.0 million, by any Officer; or (b) if such property has a Fair Market Value in excess of $50.0 million, by at least a majority of the disinterested members of the Board of Directors of the Company and evidenced by a resolution of the Board of Directors delivered to the Trustee.

“Finance Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a finance lease on the balance sheet of that Person.

“Finance Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.

“Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of:

(1)

the aggregate amount of EBITDA of the Company for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

(2)

the aggregate Fixed Charges of the Company during such reference period.

In making the foregoing calculation,

(1)

pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to the extent the Debt, Disqualified Stock or Preferred Stock is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

(2)

pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Permitted Hedging Agreement applicable to the Debt if the Permitted Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period;

(3)

Fixed Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Interest Expense accrued during the reference period under a revolving Credit Facility to the extent of the commitments thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

pro forma effect will be given to

(a) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

(b)

the acquisition or disposition of companies, divisions or lines of businesses by the Company and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

(c)

the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Company or any Restricted Subsidiary following the transaction date that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period.

To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available and will be calculated in accordance with Regulation S-X under the Securities Act.

“Fixed Charges” means, with respect to any specified Person for any period, the sum of:

(1)

Interest Expense for such period; and

(2)

the product of

(a)

cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified Stock of the Company or any Preferred Stock of a Restricted Subsidiary, except for dividends payable in the Company’s Qualified Stock or paid to the Company or to a Restricted Subsidiary, and

(b)

a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Company and its Restricted Subsidiaries.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary that is a Foreign Subsidiary.

“Foreign Subsidiary” means a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any State thereof or the District of Columbia and any Subsidiary thereof.

“Foreign Subsidiary Holdco” means any domestic Subsidiary substantially all of the assets of which consist of the equity interests of a Foreign Subsidiary, or another Foreign Subsidiary Holdco.

“Funded Debt” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)

in respect of borrowed money or advances; or

(2)

evidenced by loan agreements, bonds, notes or debentures or similar instruments or letters of credit (solely to the extent such letters of credit or other similar instruments have been drawn and remain unreimbursed) or, without duplication, reimbursement agreements in respect thereof.

For the avoidance of doubt, “Funded Debt” shall not include Swap Obligations or Cash Management Obligations.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date.

“Gibraltar Holdings” means Peabody Global Holdings, LLC, or any successor entity that directly holds the Capital Stock of Peabody Investments (Gibraltar) Limited.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Sections 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Grantor” means the Company, the Guarantors, the Pledgor and any other Person (if any) that at any time provides collateral security for any Secured Obligations.

“Guarantee” by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing any Debt or other obligation of any other Person (the “primary obligor”), whether directly or indirectly, and including any written obligation of the guarantor, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or advance or supply funds for the purchase of) any security for the payment thereof, (b) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (c) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each Restricted Subsidiary of the Company that executes a Note Guarantee and their respective successor and assigns.

“Hedge Provider” means the counterparty to the Company or any Subsidiary of the Company under any Swap Contract.

“Holder” means a Person in whose name a Note is registered.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indenture” means this Indenture, as amended or supplemented from time to time, including by the First Supplemental Indenture, dated as of [ ], 2021.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $195,142,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary of or merges with the Company or any Subsidiary of the Company on any date after the date of this Indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.09 hereof, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 hereof.

“Insolvency or Liquidation Proceeding” means:

(1)

any voluntary or involuntary case commenced by or against the Company or any other Grantor under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization, receivership, liquidation or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2)

any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3)

any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Interest Accrual Base” means the initial principal amount of the Notes plus all PIK Interest paid or payable ~~to but not including~~on the applicable calculation date.

“Interest Expense” means, for any period, the consolidated interest expense (net of any interest income) of the Company and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the Company or its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Finance Leases, (ii) amortization of debt discount and debt issuance costs, (iii) capitalized interest, (iv) non-cash interest expense, (v) any of the above expenses with respect to Debt of another Person Guaranteed by the Company or any of its Restricted Subsidiaries and (vi) any interest, premiums, fees, discounts, expenses and losses on the sale of accounts receivable (and any amortization thereof) payable by the Company or any Restricted Subsidiary in connection with a Permitted Receivables Financing, and any yields or other charges or other amounts comparable to, or in the nature of, interest payable by the Company or any Restricted Subsidiary under any receivables financing, but excluding (a) amortization of deferred financing charges incurred in respect of the Notes, any Credit Facility, and any other Funded Debt, (b) the write off of any deferred financing fees or debt discount and (c) any lease, rental or other expense in connection with a Non-Finance Lease Obligation, all as determined on a consolidated basis and in accordance with GAAP. Interest Expense shall be determined for any period after giving effect to any net payments made or received and costs incurred by the Company and its Restricted Subsidiaries with respect to any related interest rate Permitted Hedging Agreements. For purposes of this definition, interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.

“Interest Payment Date” means June 30 and December 31 with the first Interest Payment Date with respect to notes issued on the Issue Date being June 30, 2021.

“Investment” means:

(1)

any advance, loan or other extension of credit to another Person (but excluding (i) advances to customers, suppliers, Joint Venture partners or the like in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivables, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business, (ii) commission, travel and similar advances to officers and employees made in the ordinary course of business and (iii) advances, loans or extensions of trade credit in the ordinary course of business by the Company or any of its Restricted Subsidiaries),

(2)

any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

(3)

any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

(4)

any Guarantee of any Debt or Disqualified Stock of another Person.

If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Company, all remaining Investments of the Company and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Person or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person on the date of such acquisition.

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB– (or the equivalent) by S&P.

“Issue Amount” means (x) $195,142,000, in the case of the Initial Notes, and (y) such other amount specified by the Company, in the case of any Additional Notes.

“Issue Date” means January 29, 2021.

“Joint Venture” means any Person in which the Company or its Subsidiaries hold an ownership interest (a) that is not a Subsidiary and (b) of which the Company or such Subsidiary is a general partner or joint venturer; provided, however, that Middlemount Coal Pty Ltd shall be considered a Joint Venture for purposes of this definition.

“Junior Collateral Trustee” means Wilmington Trust, National Association, in its capacity as collateral trustee for the Junior Lien Secured Parties under the Collateral Trust Agreement, together with its successors in such capacity.

“Junior Lien” means a Lien on Collateral granted by a Junior Lien Security Document to the Junior Collateral Trustee, at any time, upon any property of the Company, the Pledgor or any Guarantor to secure Junior Lien Obligations.

“Junior Lien Cap” means, as of any date of determination, the amount of Junior Lien Debt that may be incurred by the Company such that, after giving pro forma effect to such Incurrence and the application of the net proceeds therefrom, the Total Leverage Ratio would not exceed 2.50 to 1.00.

“Junior Lien Debt” means any Funded Debt, and letter of credit and reimbursement obligations with respect thereto, that is secured by a Junior Lien and that is permitted to be incurred and permitted to be so secured under each applicable Secured Debt Document; provided, that:

(1)

on or before the date on which such Funded Debt is incurred by the Company, such Funded Debt is designated by the Company as “Junior Lien Debt” for the purposes of the Secured Debt Documents and the Collateral Trust Agreement pursuant to the procedures set forth in the Collateral Trust Agreement; provided, that no Funded Debt may be designated as both Junior Lien Debt and Priority Lien Debt;

(2)

unless such Funded Debt is issued under an existing Secured Debt Document for any Series of Junior Lien Debt whose Secured Debt Representative is already party to the Collateral Trust Agreement, the Junior Lien Representative for such Funded Debt executes and delivers a Collateral Trust Joinder in accordance with the terms of the Collateral Trust Agreement; and

(3)

all other relevant requirements set forth in the Collateral Trust Agreement are complied with.

“Junior Lien Documents” means, collectively, any indenture, credit agreement or other agreement pursuant to which any Junior Lien Debt is incurred and the Junior Lien Security Documents.

“Junior Lien Obligations” means Junior Lien Debt and all other Obligations in respect thereof, including, without limitation, interest and premium (if any) (including post-petition interest whether or not allowable), and all guarantees of any of the foregoing.

“Junior Lien Representative” means in the case of any Series of Junior Lien Debt, the trustee, agent or representative of the holders of such Series of Junior Lien Debt who maintains the transfer register for such Series of Junior Lien Debt and (A) is appointed as a Junior Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Junior Lien Debt, together with its successors in such capacity, and (B) who has executed a Collateral Trust Joinder, together with its successor in such capacity.

“Junior Lien Secured Parties” means the holders of Junior Lien Obligations and each Junior Lien Representative.

“Junior Lien Security Documents” means all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company, the Pledgor or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Junior Collateral Trustee, for the benefit of any of the Junior Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the Collateral Trust Agreement.

“LC Agreement” means that certain Credit Agreement, dated as of the Issue Date, among the Company, as borrower, the administrative agent party thereto, and the lenders party thereto, as amended or otherwise modified, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease (or other lease in respect of a Non-Finance Lease Obligation) constitute a Lien.

“Management Services Agreements” means, collectively, (i) the Management Services Agreement, dated as of August 4, 2020, by and between Peabody Investments Corp. and each of the Client Companies listed on the signature page thereto and (ii) the Management Services Agreement, dated as August 4, 2020, by and between Peabody Energy Australia Pty Ltd and each of the Client Companies listed on the signature page thereto, in each case, as amended, modified or replaced from time to time so long as the amended, modified or new arrangements, taken as a whole at a time such arrangements are entered into, are not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date.

“Maximum Amount” shall mean the least of (i) the sum of the aggregate principal amount of Co-Issuer Notes as may be outstanding at any time plus accrued and unpaid interest up to that time and the aggregate Debt outstanding under the New Co-Issuer Term Loan Facility at any time plus accrued and unpaid interest up to that time, (ii) the maximum amount of Restricted Payments, if any, that Peabody may be permitted under the Peabody Existing Indenture to utilize for purposes of issuing Additional Notes pursuant to the Wilpinjong Mandatory Offer (as defined in the Co-Issuer Notes Indenture) and the requirement to offer to exchange and issue Debt of the Company (in the form of term loans under the LC Agreement) for the New Co-Issuer Term Loan Facility, in each case as of any date of determination, (iii) to the extent the Wilpinjong Mandatory Offer may result in any Lien (as defined in the Peabody Existing Indenture), the maximum amount of Permitted Liens (as defined in the Peabody Existing Indenture) that may take the form of any such Lien and (iv) the maximum amount of “Investments” (as defined in the Existing Credit Facility), if any, that Peabody may be permitted to utilize for purposes of issuing Additional Notes pursuant to the Wilpinjong Mandatory Offer and the requirement to offer to exchange and issue Debt of the Company (in the form of term loans under the LC Agreement) for the New Co-Issuer Term Loan Facility, in each case as of any date of determination.

“Mine” means any excavation or opening into the earth now and hereafter made from which coal is or can be extracted from any of the Real Properties.

“Minimum Liquidity” means, as of any date of determination, an amount determined for the Company and its Restricted Subsidiaries on a consolidated basis equal to the sum of (i) unrestricted cash and Cash Equivalents of the Company and its Restricted Subsidiaries on a consolidated basis, plus (ii) the available borrowing capacity under the Existing Credit Facility, any replacement Credit Facility or any Permitted Receivables Financing available for the Company and its Restricted Subsidiaries for general corporate purpose or for working capital.

“Mining Laws” means any and all applicable federal, state, local and foreign statutes, laws, regulations, legally-binding guidance, ordinances, rules, judgments, orders, decrees or common law causes of action relating to mining operations and activities under the Mineral Leasing Act of 1920, the Federal Coal Leasing Amendments Act or the Surface Mining Control and Reclamation Act, each as amended or its replacement, and their state and local counterparts or equivalents.

“Mining Lease” means a lease, license or other use agreement which provides the Company or any Restricted Subsidiary the Real Property and water rights, other interests in land, including coal, mining and surface rights, easements, rights of way and options, and rights to timber and natural gas (including coalbed methane and gob gas) necessary or integral in order to recover coal from any Mine. Leases (other than Finance Leases or operating leases of personal property even if such personal property would become fixtures) which provide the Company or any other Restricted Subsidiary the right to construct and operate a conveyor, crusher plant, silo, load out facility, rail spur, shops, offices and related facilities on the surface of the Real Property containing such reserves shall also be deemed a Mining Lease.

“Moody’s” means Xxxxx’x Investors Service, Inc. and its successors.

“Mortgages” means all mortgages, debentures, hypothecs, deeds of trust, deeds to secure Debt and similar documents, instruments and agreements (and all amendments, modifications and supplements thereof) creating, evidencing, perfecting or otherwise establishing the Liens on real estate and other related assets to secure payment of the Notes and the Note Guarantees or any part thereof.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to principal, but not interest, when received in the form of cash, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of

(1)

brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment bankers and any relocation expenses incurred as a result thereof;

(2)

provisions for Taxes as a result of such Asset Sale taking into account the consolidated results of operations of the Company and its Restricted Subsidiaries;

(3)

payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold (other than Debt under the LC Agreement or other Priority Lien Obligations); and

(4)

appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

“New Co-Issuer Term Loan Agreement” means that certain Credit Agreement, dated as of the Issue Date, among PIC AU Holdings LLC and PIC AU Holdings Corporation, as borrowers, the Company, as parent, the administrative agent party thereto, and the lenders party thereto, as amended or otherwise modified, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof.

“New Co-Issuer Term Loan Facility” means the term loan facility evidenced by the New Co-Issuer Term Loan Agreement, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee).

“Non-Finance Lease Obligation” means a lease obligation that is not required to be accounted for as a Finance Lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.

“Non-Recourse Debt” means Debt as to which (i) neither the Company nor any Restricted Subsidiary provides any Guarantee and as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of the Company or any Restricted Subsidiary and (ii) no default thereunder would, as such, constitute a default under any Debt of the Company or any Restricted Subsidiary.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Documents” means this Indenture, the Notes, the Security Documents and the ABL Intercreditor Agreement.

“Note Guarantee” means the guarantee of the Notes by a Guarantor pursuant to this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture and shall, for the avoidance of doubt, include any increase in the aggregate principal amount of the Notes as a result of the payment of PIK Interest. The Initial Notes (including any increase in the aggregate principal amount of the Notes as a result of the payment of PIK Interest), the Additional Notes and any Notes issued as a result of payment of PIK Interest shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the

Notes shall include the Initial Notes and any Additional Notes. Notwithstanding the foregoing, any Additional Notes that are not fungible with the Notes offered hereunder for United States federal income tax purposes shall have a separate CUSIP number and ISIN from the Notes.

“Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement, expenses, damages and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

“Offering Memorandum” means the Offering Memorandum and Consent Solicitation Statement, dated December 24, 2020 (as supplemented by Supplement No. 1 dated December 31, 2020), related to the exchange offer by the Company pursuant to which the Initial Notes were issued.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company that meets the requirements of Section 13.03 hereof.

“Opinion of Counsel” means an opinion to the Trustee from legal counsel that meets the requirements of Section 13.03 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Outstanding Loan Threshold Date” means the date that both (i) the outstanding principal amount of, without duplication, term loans and unused commitments under the Existing Credit Facility (or the aggregate outstanding principal amount of all loans or other evidences of indebtedness, issued and outstanding letters of credit and commitments in respect thereof under any replacement Credit Facility designated as such in accordance with the provisions of the Collateral Trust Agreement) is less than 15% of the aggregate outstanding principal amount of all Priority Lien Debt and (ii) the aggregate outstanding principal amount of another Series of Priority Lien Debt exceeds the outstanding principal amount of, without duplication, term loans and commitments under the Existing Credit Facility.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

certain supplemental indenture, dated as of August 9, 2018, between Peabody and the Peabody Existing Trustee, (iv) that certain supplemental indenture, dated as of December 7, 2018, among Peabody, Peabody Southeast Mining, LLC, and the Peabody Existing Trustee, (v) that certain supplemental indenture, dated as of January 8, 2021, between Peabody and the Peabody Existing Trustee, and (vi) that certain supplemental indenture, dated as of the Issue Date, between Peabody and the Peabody Existing Trustee, and any further amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof.

“Permitted Business” means any of the following, whether domestic or foreign: the mining, production, marketing, sale, trading and transportation (including, without limitation, any business related to terminals) of natural resources including coal, ancillary natural resources and mineral products, exploration of natural resources, any acquired business activity so long as a material portion of such acquired business was otherwise a Permitted Business, and any business that is ancillary or complementary to the foregoing.

“Permitted Hedging Agreements” means hedging agreements entered into in the ordinary course of business of the Company and its Restricted Subsidiaries to hedge interest rate, foreign currency, coal price or commodity risk or otherwise for non-speculative purposes (regardless of whether such agreement or instrument is classified as a “derivative” pursuant to FASB ASC Topic No. 815 and required to be marked-to-market).

“Permitted Holder” shall mean, each Person that is a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 5% or more of the Voting Stock of the Company on the Issue Date.

“Permitted Investments” means:

(1)

any Investment (i) in the Company or in a Guarantor, (ii) by a Restricted Subsidiary that is not a Guarantor in any other Restricted Subsidiary that is not a Guarantor and (iii) by the Company or a Guarantor in a Restricted Subsidiary that is not a Guarantor consisting of Debt permitted to be incurred pursuant to Section 4.09(b)(3)(iv);

(2)

any Investment in cash or Cash Equivalents;

(3)

~~[reserved]~~Investments permitted by Section 7.02(f) of the LC Agreement as of the Issue Date;

(4)

~~Investments received as~~promissory notes and other similar non-cash consideration received in an asset sale made pursuant to and in compliance with Section 4.10 hereof;

(5)

any Investment acquired solely in exchange for Qualified Stock of the Company or in exchange for Capital Stock of the Company which the Company did not receive in exchange for a cash payment, Debt or Disqualified Stock;

(6)

Permitted Hedging Agreements;

(7)

(i) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, and (iii) securities, instruments or other obligations received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments;

(8)

[reserved];

(9)

advances to officers, directors and employees of the Company in an aggregate amount not to exceed $5.0 million at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(10)

to the extent they involve an Investment, extensions of credit or letters of support to lessors, customers, suppliers and Joint Venture partners in the ordinary course of business;

(11)

Investments arising as a result of any Permitted Receivables Financing;

(12)

any Investment existing on the Issue Date or made pursuant to a legally binding written commitment in existence on the Issue Date;

(13)

(i) Investments in the nature of Production Payments, royalties, dedication of reserves under supply agreements or similar or related rights or interests granted, taken subject to, or otherwise imposed on properties, (ii) cross charges, Liens or security arrangements entered into in respect of a Joint Venture for the benefit of a participant, manager or operator of such Joint Venture, in each case, consistent with normal practices in the mining industry or (iii) payments or other arrangements whereby the Company or any Restricted Subsidiary provides a loan, advance payment or guarantee in return for future coal deliveries consistent with normal practices in the mining industry;

(14)

(i) promissory notes and other similar non-cash consideration received by the Company in connection with Asset Sales not otherwise prohibited under this Indenture and (ii) Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, (B) litigation, arbitration or other disputes or (C) the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment;

(15)

to the extent they involve an Investment, purchases and acquisitions, in the ordinary course of business, of inventory, supplies, material or equipment or the licensing or contribution of intellectual property;

(16)

Investments made pursuant to surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds, related letters of credit and similar obligations are permitted under this Indenture;

(17)

Investments (including debt obligations and Capital Stock) received in satisfaction of judgments or in connection with the bankruptcy or reorganization of suppliers and customers of the Company and its Restricted Subsidiaries and in settlement of delinquent obligations of, and other disputes with, such customers and suppliers arising in the ordinary course of business;

(18)

Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(19)

Investments resulting from pledges and deposits permitted under the definition of “Permitted Liens;”

(20)

Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds and completion guarantees and similar obligations under any Mining Law or Environmental Law or with respect to workers’ compensation benefits, in each case entered into in the ordinary course of business, and pledges or deposits made in the ordinary course of business in support of obligations under existing coal sales contracts (and extensions or renewals thereof on similar terms); and

(21)

in addition to Investments listed above, Investments in Persons engaged in Permitted Businesses in an aggregate amount, taken together with all other Investments made in reliance on this clause, not to exceed $5.0 million; provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above ~~and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Restricted Subsidiary of the Company.~~.

“Permitted Liens” means:

(1)

Priority Liens held by the Priority Collateral Trustee securing Priority Lien Debt Incurred pursuant to Section 4.09(b)(1) hereof and other Priority Lien Obligations;

(2)

Junior Lien held by the Junior Collateral Trustee securing Junior Lien Debt in an aggregate principal amount (as of the date of Incurrence of such Junior Lien Debt and after giving pro forma effect to the application of the net proceeds therefrom) not exceeding the Junior Lien Cap as of such date and all related Junior Lien Obligations;[reserved];

(3)

Liens existing on the Issue Date other than any Lien described under clauses (1), (2), or (31) of this definition of “Permitted Liens;”

(4)

Liens incurred or pledges or deposits under workers’ compensation laws, unemployment insurance laws, social security and employee health and disability benefits laws or similar legislation, or casualty or liability insurance or self-insurance including any Lien securing letters of credit, letters of guarantee or bankers’ acceptances issued in the ordinary course of business in connection therewith;

(5)

Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens and other similar Liens, on the property of the Company or any Restricted Subsidiary arising in the ordinary course of business and with respect to amounts which are not ~~yet delinquent or~~overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings;

(6)

(i) Liens to secure the performance of bids, trade contracts and leases (other than Debt), reclamation bonds, insurance bonds, statutory obligations, surety and appeal bonds, performance bonds, bank guarantees and letters of credit and other obligations of a like nature incurred in the ordinary course of business, (ii) Liens on assets to secure obligations under surety bonds obtained as required in connection with the entering into of federal coal leases or (iii) Liens created under or by any turnover trust;

(7)

Liens for taxes, assessments or governmental charges or levies on the property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

(8)

easements, rights-of-way, zoning restrictions, leases, subleases, licenses, other restrictions and other similar encumbrances which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(9)

Liens on the property of the Company or any Restricted Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of business by such Person, in favor of the landlord under such lease or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to the landlord under applicable law and not waived by the landlord;

(10)

~~customary~~(i) Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Permitted Hedging Agreements;a banking institution arising by operation of law or any contract encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and which are within the general parameters customary in the banking industry, (ii) Liens arising under this Indenture in favor of

the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Debt permitted to be incurred under this Indenture or (iii) contractual rights of setoff to the extent constituting Liens;

(11)

Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

(12)

judgment Liens that are being contested in good faith by appropriate legal proceedings and for which adequate reserves have been made;

(13)

Permitted Real Estate Encumbrances;

(14)

~~Liens~~ ~~incurred in the ordinary course of business~~ securing obligations not securing Debt for borrowed money and not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of the Company and its Restricted Subsidiaries;[reserved];

(15)

Liens securing obligations in respect of trade-related letters of credit permitted under Section 4.09(b)(6) hereof covering only the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;[reserved];

(16)

Liens (including the interest of a lessor under a Finance Lease) on property and improvements that secure Debt Incurred pursuant to Section 4.09(b)(9) hereof for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property, provided that the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case other than the initial property so subject to such Lien and the Debt and other obligations originally so secured;

(17)

Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the Company, provided that such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any other Restricted Subsidiary;

(18)

Liens on property at the time the Company or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Company or a Restricted Subsidiary of such Person, provided that such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any such Restricted Subsidiary;

(19)

Liens securing Debt or other obligations of ~~the Company or a~~a non-Guarantor Restricted Subsidiary to the Company or a Guarantor;

(20)

~~Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is tax-exempt under the Internal Revenue Code~~[reserved];

(21)

Liens on specific items of inventory, equipment or other goods and proceeds of any Person securing such Person’s obligations in respect thereof or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(22)

Liens on Capital Stock of any Unrestricted Subsidiary, solely to the extent such Capital Stock does not constitute Collateral;

(23)

Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Restricted Subsidiary on deposit with or in possession of such bank;

(24)

deposits made in the ordinary course of business to secure reclamation liabilities, insurance liabilities and/or surety liabilities;

(25)

Liens on assets of Foreign Subsidiaries securing Debt of Foreign Subsidiaries;

(26)

extensions, renewals or replacements of any Lien referred to in clauses (1), (2), (3), (16), (17) or (18) of this definition of “Permitted Liens” in connection with the refinancing of the obligations secured thereby; provided that (i) such Lien does not extend to any other property (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Debt being refinanced, refunded, extended, renewed or replaced), (ii) except as contemplated by the definition of “Permitted Refinancing Debt,” the aggregate principal amount of Debt secured by such Lien is not increased and (iii) such Lien has no greater priority than the Lien being extended, renewed or replaced;

(27)

surface use agreements, easements, zoning restrictions, rights of way, encroachments, pipelines, leases (other than Finance Lease Obligations), licenses, special assessments, trackage rights, transmission and transportation lines related to Mining Leases or mineral right or other Real Property including any re-conveyance obligations to a surface owner following mining, royalty payments and other obligations under surface owner purchase or leasehold arrangements necessary to obtain surface disturbance rights to access the subsurface coal deposits and similar encumbrances on Real Property imposed by law or arising ~~in the ordinary course of business~~ ~~that do not secure any monetary obligation and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary;~~[reserved];

(28)

pledges, deposits or non-exclusive licenses to use intellectual property rights of the Company or its Subsidiaries to secure the performance of bids, tenders, trade contracts, leases, public or statutory obligations, surety and appeal bonds, reclamation bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(29)

Liens (including those arising from precautionary UCC financing statement filings (and those which are security interests for purposes of the Personal Property Securities Act of 2009 (Cth)) with respect to bailments, leases or consignment or retention of title arrangements entered into by the Company, the Pledgor or any Guarantor in the ordinary course of business;

(30)

Production Payments, royalties, dedication of reserves under supply agreements or similar or related rights or interests granted, taken subject to, or otherwise imposed on properties or (y) cross charges, Liens or security arrangements entered into in respect of a Joint Venture for the benefit of a participant, manager or operator of such Joint Venture, in each case, consistent with normal practices in the mining industry;

(31)

Liens on accounts receivable and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing Incurred pursuant to Section 4.09(b)(16) hereof;

(32)

Liens securing Debt incurred pursuant to Section 4.09(b)(18) hereof; and

(33)

other Liens securing Obligations of the Company or any Guarantor in an aggregate amount at any time outstanding not to exceed $10.0 million.

In addition, (i) with respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt; and (ii) in the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of Incurrence or at a later date), the Company in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this definition and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted Lien to which such Permitted Lien has been classified or reclassified. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

“Permitted Real Estate Encumbrances” means the following encumbrances which do not, in any case, individually or in the aggregate, materially detract from the value of any Mine subject thereto or interfere with the ordinary conduct of the business or operations of the Company and ~~its Restricted Subsidiaries~~the Guarantors as presently conducted on, at or with respect to such Mine and as to be conducted following the Issue Date: (a) encumbrances customarily found upon Real Property used for mining purposes in the applicable jurisdiction in which the applicable Real Property is located to the extent such encumbrances would be permitted or granted by a prudent operator of mining property similar in use and configuration to such Real Property (e.g., surface rights agreements, wheelage agreements and reconveyance agreements); (b) rights and easements of (i) owners of undivided interests in any of the Real Property where the Company ~~and its Restricted~~, the Guarantors or their respective Subsidiaries, as applicable, owns less than 100% of the fee interest, (ii) owners of interests in the surface of any Real Property where the applicable party does not own or lease such surface interest, (iii) lessees, if any, of coal or other minerals (including oil, gas and coal bed methane) where the ~~applicable the~~ Company ~~and its~~, the Guarantors or their respective Restricted Subsidiaries ~~does~~, as applicable, do not own such coal or other minerals, and (iv) lessees of other coal seams and other minerals (including oil, gas and coal bed methane) not owned or leased by such party; (c) with respect to any Real Property in which the Company, the Guarantors or any of their respective Restricted ~~Subsidiary holds~~Subsidiaries, as applicable, hold a leasehold interest, terms, agreements, provisions, conditions, and limitations (other than royalty and other payment obligations which are otherwise permitted hereunder) contained in the leases granting such leasehold interest and the rights of lessors thereunder (and their heirs, executors, administrators, successors, and assigns), subject to any amendments or modifications set forth in any landlord consent delivered in connection with a Mortgage; (d) farm, grazing, hunting, recreational and residential leases with respect to which the Company ~~or any Restricted Subsidiary is~~, the Guarantors or any of their respective Subsidiaries, as applicable, are the lessor encumbering portions of the real properties to the extent such leases would be granted or permitted by, and contain terms and provisions that would be acceptable to, a prudent operator of mining properties similar in use and configuration to such real properties; (e) royalty and other payment obligations to sellers or transferors of fee coal or lease properties to the extent such obligations constitute a lien not yet delinquent; (f) rights of others to subjacent or lateral support and absence of subsidence rights or to the maintenance of barrier pillars or restrictions on mining within certain areas as provided by any mining lease, unless in each case waived by such other person; and (g) rights of repurchase or reversion when mining and reclamation are completed.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires Receivables of the Company or any Restricted Subsidiary and enters into a third party financing thereof on terms that the Board of Directors of the Company has concluded are customary and fair to the Company and its Restricted Subsidiaries.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“PIK Interest” means additional interest payable as paid-in-kind interest that will accrue on the Interest Accrual Base of Notes at the rate of 2.500% per annum from the Issue Date, or from the most recent date after the Issue Date to which interest has been paid or provided for, payable semiannually in arrears on June 30 and December 31 of each year, commencing on June 30, 2021, to Holders of record on the relevant Record Date by increasing the principal amount of the Notes by the amount of such interest accrued for such interest period, rounded up to the nearest $1.00.

“Pledgor” means Peabody Global Holdings, LLC, a Delaware limited liability company, or any successor entity that directly holds the Capital Stock of Peabody Investments (Gibraltar) Limited.

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“Priority Collateral Trustee” means Wilmington Trust, National Association, its capacity as collateral trustee for the Priority Lien Secured Parties under the Collateral Trust Agreement, together with its successors in such capacity.

“Priority Lien” means a Lien granted, or purported to be granted, by a Security Document to the Priority Collateral Trustee, at any time, upon any property of the Company, the Pledgor or any Guarantor to secure Priority Lien Obligations.

“Priority Lien Cap” means $1,950.0 million.

“Priority Lien Debt” means:

(1)

the Notes issued on the Issue Date and the related Note Guarantees;

(2)

Funded Debt in existence on the Issue Date under the Existing Credit Facility;

(3)

Funded Debt in existence on the Issue Date under the 2025 Notes Indenture and 2022 Notes Indenture;

(4)

Funded Debt incurred on the Issue Date under the LC Agreement;

(5)

any Funded Debt hereafter incurred under the Existing Credit Facility or the LC Agreement that is permitted to be incurred and secured under each applicable Secured Debt Document; and

(6)

any other Funded Debt (including Additional Notes and borrowings under any Credit Facilities) that is secured by a Priority Lien and that is permitted to be incurred and permitted to be so secured under each applicable Secured Debt Document;

provided, that in the case of Funded Debt referred to in clauses (5) and (6):

(a)

on or before the date on which such Funded Debt is incurred by the Company, such Funded Debt is designated by the Company as “Priority Lien Debt” for the purposes of the Secured Debt Documents and the Collateral Trust Agreement pursuant to the procedures set forth in the Collateral Trust Agreement; provided, that no Funded Debt may be designated as both Priority Lien Debt and Junior Lien Debt;

(b)

unless such Funded Debt is issued under an existing Secured Debt Document for any Series of Priority Lien Debt whose Secured Debt Representative is already party to the Collateral Trust Agreement, the Priority Lien Representative for such Funded Debt executes and delivers a Collateral Trust Joinder in accordance with the terms of the Collateral Trust Agreement; and

(c)

all other relevant requirements set forth in the Collateral Trust Agreement are complied with.

For the avoidance of doubt, Swap Obligations and Cash Management Obligations do not constitute Priority Lien Debt but may constitute Priority Lien Obligations. Swap Obligations and Cash Management Obligations that are secured pursuant to the Priority Lien Documents with respect to a Series of Priority Lien Debt shall be “related to” such Series of Priority Lien Debt for purposes of the Collateral Trust Agreement.

“Priority Lien Documents” means, collectively, the Note Documents, the definitive documentation governing the Existing Credit Facility, the definitive documentation governing the LC Agreement, the definitive documentation governing 2025 Notes Indenture and 2022 Notes Indenture and any other indenture, credit agreement or other agreement pursuant to which any Priority Lien Debt is incurred and the Priority Lien Security Documents.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt and any indemnification obligations under the Transaction Support Agreement (subject to the limitations set forth therein), including without limitation any post-petition interest whether or not allowable, together with all Swap Obligations and Cash Management Obligations and guarantees of any of the foregoing.

“Priority Lien Representative” means:

(1)

in the case of the Notes, the Trustee; and

(2)

in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the administration of the Security Documents) pursuant to the credit agreement or other agreement governing such Series of Priority Lien Debt, and who has executed a Collateral Trust Joinder, together with any successor in such capacity.

“Priority Lien Secured Parties” means the holders of Priority Lien Obligations, each Priority Lien Representative and the Priority Collateral Trustee.

“Priority Lien Security Documents” means all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company, the Pledgor or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Collateral Trustee, for the benefit of any of the Priority Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions of the Collateral Trust Agreement.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Production Payments” means with respect to any Person, all production payment obligations and other similar obligations with respect to coal and other natural resources of such Person that are recorded as a liability or deferred revenue on the financial statements of such Person in accordance with GAAP.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Rating Agencies” means S&P and Xxxxx’x; provided, that if either S&P or Xxxxx’x (or both) shall cease issuing a rating on the Notes for reasons outside the control of the Company, the Company may select a nationally recognized statistical rating agency to substitute for S&P or Xxxxx’x (or both).

“Real Property” shall mean, collectively, all right, title and interest of the Company or any Subsidiary (including any leasehold or mineral estate) in and to any and all parcels of Real Property owned, licensed, used or operated, by the Company or any Subsidiary, whether by lease, license or other use or occupancy agreement, including but not limited to, coal leases and surface use agreements, together with, in each case, all improvements and appurtenant fixtures (including all conveyors, preparation plants or other coal processing facilities, silos, shops and load out and other transportation facilities), easements and other property and rights incidental to the ownership, lease or operation thereof, including but not limited to, access rights, water rights and extraction rights for minerals., any improvements thereon and real property rights and interests appurtenant thereto, including, in each case, title or rights to surface and/or coal, coal products, methane gas, and other minerals that are or may be extracted from such Real Property (whether or not characterized as “as-extracted Collateral” or “inventory” under the UCC).

“Receivables” means accounts receivable (including all rights to payment created by or arising from the sale of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of a chattel paper)).

“Record Date” means June 15 and December 15.

“Refinancing Transactions” means the refinancing transactions as described in the Offering Memorandum.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Required Junior Lien Debtholders” means, at any time, the holders of a majority in aggregate principal amount of all Junior Lien Debt then outstanding, calculated in accordance with the Collateral Trust Agreement. For purposes of this definition, Junior Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company (as certified in writing to the Collateral Trustee by the applicable Secured Debt Representative) will be deemed not to be outstanding and neither the Company nor any Affiliate of the Company will be entitled to vote any of the Junior Lien Debt.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject, and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of a Person other than any Unrestricted Subsidiary of such Person. Unless otherwise specified, “Restricted Subsidiary” means a Restricted Subsidiary of the Company.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings and its successors.

“SEC” means the Securities and Exchange Commission.

“Second Lien Collateral” shall consist of a pledge by PIC AU Holdings LLC, a Delaware limited liability company, of 100% of the equity interest of PIC Acquisition Corp., a Delaware corporation, and all other assets securing the Co-Issuer Notes, subject to Liens permitted by the Co-Issuer Notes Indenture as in effect on the Issue Date and without giving effect to subsequent amendments or supplements thereto.

“Secured Debt” means Priority Lien Debt and Junior Lien Debt.

“Secured Debt Documents” means the Priority Lien Documents and the Junior Lien Documents.

“Secured Debt Representative” means each Priority Lien Representative and each Junior Lien Representative.

“Secured Obligations” means Priority Lien Obligations and Junior Lien Obligations.

“Secured Parties” means the holders of Secured Obligations and the Secured Debt Representatives and the Collateral Trustee.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Subsidiary” means any Subsidiary of the Company:

(1)

that is designated a “Securitization Subsidiary” by the Company,

(2)

that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3)

no portion of the Debt or any other obligation, contingent or otherwise, of which

(a)

is Guaranteed by the Company or any other Restricted Subsidiary of the Company,

(b)

is recourse to or obligates the Company or any other Restricted Subsidiary of the Company in any way, or

(c)

subjects any property or asset of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and

(4)

with respect to which neither the Company nor any other Restricted Subsidiary of the Company (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results;

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing

“Security Documents” means the Collateral Trust Agreement, each joinder to the Collateral Trust Agreement, each Priority Lien Security Document and each Junior Lien Security Document, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Collateral Trust Agreement.

“Series of Junior Lien Debt” means, severally, each issue or series of Junior Lien Debt for which a single transfer register is maintained.

“Series of Priority Lien Debt” means, severally, each series of the Notes and each other issue or series of Priority Lien Debt for which a single transfer register is maintained.

“Series of Secured Debt” means each Series of Priority Lien Debt and each Series of Junior Lien Debt.

“Significant Subsidiary” means any Subsidiary of the Company that ~~would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is~~ ~~in effect on the Issue Date~~., as of the last day of the fiscal quarter of the Company most recently ended, has assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Company and the Subsidiaries as of such date.

“Similar Business” means any of the following, whether domestic or foreign: the mining, production, marketing, sale, trading and transportation (including, without limitation, any business related to terminals) of natural resources including coal, ancillary natural resources and mineral products, exploration of natural resources, any acquired business activity so long as a material portion of such acquired business was otherwise a Similar Business, and any business that is ancillary or complementary to the foregoing.

“Specified Subsidiary” means each of Gibraltar Holdings, Peabody International Investments, Inc., Peabody International Holdings, LLC, each other Subsidiary, whether now owned or hereafter formed or acquired, that

directly holds Equity Interests in Gibraltar Holdings at any time, and any successor to any of the foregoing; provided that in no event shall any Guarantor be designated as a Specified Subsidiary so long as (i) any Equity Interests owned by such Guarantor constitute Collateral and (ii) the Equity Interests of such Guarantor constitutes Collateral.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subordinated Debt” means any Debt of the Company, the Pledgor or any Guarantor which is subordinated in right of payment to the Notes or the Note Guarantee, as applicable, pursuant to a written agreement to that effect.

“Subsidiary” means with respect to any Person, any corporation, association, limited liability company or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

“Surety Transaction Support Agreement” means that certain Transaction Support Agreement, dated as of November 6, 2020, by and among the Company Parties and the Sureties signatory thereto (each as defined therein) (as amended, supplemented or otherwise modified from time to time).

“Swap Contract” means (i) any interest rate swap agreement, interest rate cap agreement, interest rate future agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement designed to protect against or mitigate interest rate risk, (ii) any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement designed to protect against or mitigate foreign exchange risk and (iii) any commodity or raw material, including coal, futures contract, commodity hedge agreement, option agreement, any actual or synthetic forward sale contracts or other similar device or instrument or any other agreement designed to protect against or mitigate raw material price risk (which shall for the avoidance of doubt include any forward purchase and sale of coal for which full or partial payment is required or received), in each case, between the Company or any Restricted Subsidiary, on the one hand, and any Lender (as defined in the Existing Credit Facility or the LC Agreement, as applicable), an Agent (as defined in the Existing Credit Facility or the LC Agreement, as applicable) or Arranger (as defined in the Existing Credit Facility or the LC Agreement, as applicable) or an Affiliate of any of the foregoing (or with any person that was a Lender (as defined in the Existing Credit Facility), Agent (as defined in the Existing Credit Facility or the LC Agreement, as applicable), Arranger (as defined in the Existing Credit Facility or the LC Agreement, as applicable) or an Affiliate of the foregoing when such Swap Contract was entered into).

“Swap Obligations” means all debts, liabilities and obligations of the Company or any of its Subsidiaries under any Swap Contract.

“Taxes” means any present or future tax, levy, import, duty, charge, deduction, withholding, assessment or fee of any nature (including interest, penalties, and additions thereto) that is imposed by any Governmental Authority or other taxing authority.

“Term Priority Collateral” means (i) equipment and fixtures; (ii) real estate assets; (iii) intellectual property; (iv) equity interests in all direct and indirect Subsidiaries of the Company; (v) all intercompany debt owed to the Company or any other Grantor; (vi) all other assets of any Grantor, whether real, personal or mixed not constituting ABL Priority Collateral; (vii) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing, all documents, general intangibles, instruments, commercial tort claims, letters of credit, letter of credit rights and supporting obligations; provided, however, that to the extent any of the foregoing also evidence, govern, secure or otherwise reasonably relate to any ABL Priority Collateral only that portion that evidences, governs, secures or primarily relates to Term Priority Collateral shall constitute Term Priority Collateral; (viii) all books records and documents related to the foregoing (including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any of the foregoing); and (ix) all proceeds and products of any or all of the foregoing in whatever form received, including proceeds of business interruption and other insurance and claims against third parties.

“Total Leverage Ratio” means (1) the excess of (a) Consolidated Total Debt of the Company and its Restricted Subsidiaries as of such date of determination and (b) an amount equal to the sum of the amount of unrestricted cash and Cash Equivalents of the Company and its Restricted Subsidiaries on a consolidated basis as of such date of determination to (2) EBITDA of the Company for the most recent four-quarter period for which internal financial statements are available, in each case with such pro forma adjustments to Consolidated Total Debt and EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Transaction Costs” means all reasonable fees, costs and expenses incurred by the Company in connection with the Refinancing Transactions.

“Transaction Support Agreement” means that certain Transaction Support Agreement, dated as of December 24, 2020, by and among, among others, the Company, PIC AU Holdings LLC, PIC AU Holdings Corporation, the Consenting Noteholders defined therein and the Revolving Lenders defined therein, as amended, modified or replaced from time to time.

“Treasury Rate” means , as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 31, 2022; provided, however, that if the period from the redemption date to December 31, 2022 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Company will calculate the applicable Treasury Rate at least two but no more than four Business Days prior to the applicable redemption date and file with the Trustee, before such redemption date, a written statement setting forth the Applicable Premium and showing the calculation of the Applicable Premium in reasonable detail, and the Trustee will have no responsibility for verifying any such calculation.

“Trustee” means Wilmington Trust, National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means each of Ribfield Pty. Ltd, Middlemount Mine Management Pty Ltd, Middlemount Coal Pty Ltd, Newhall Funding Company (MBT), P&L Receivables Company, LLC (provided that, if such Subsidiary shall, upon termination of the Permitted Securitization Program (as defined in the LC Agreement) (other than as a result of an event of default thereunder unless and until the obligations thereunder are paid in full), it shall cease to be an Unrestricted Subsidiary), Sterling Centennial Missouri Insurance Corporation, Wilpinjong Coal Pty Ltd, PIC AU Holdings LLC, PIC AU Holdings Corporation, and PIC Acquisition Corp.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

Section 1.02 Other Definitions.


Term	Defined in Section
“Asset Sale Offer”		4.10

“Authentication Order”		2.02

“Available Repurchase Amount”		4.18

“Change of Control Offer”		4.14

“Change of Control Payment”		4.14

“Change of Control Payment Date”		4.14

“Covenant Defeasance”		8.03

“Debt Repurchase Mandatory Offer”		4.18

“Debt Repurchase Mandatory Offer Payment Date”		4.18

“Debt Repurchase Quarterly Period”		4.18

“DTC”		2.03

“Event of Default”		6.01

“Excess Proceeds”		4.10

“Issue Date Offer”		4.17

“Issue Date Offer Payment”		4.17

“Issue Date Offer Payment Date”		4.17

“Legal Defeasance”		8.02

“Offer Amount”		3.09

“Offer Period”		3.09

“Paying Agent”		2.03

“Permitted Debt”		4.09

“Permitted Refinancing Debt”		4.09

“Purchase Date”		3.09

“Redemption Price Premium”		6.02

“Registrar”		2.03

“Restricted Payments”		4.07

“Retained Excess Available Repurchase Amount”		4.18

“Reversion Date”		4.19

“Security Document Order”		12.10

“Suspension Period”		4.19

Section 1.03 Rules of Construction.

(a)

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) The term “including” is not limiting;

(5) words in the singular include the plural, and in the plural include the singular;

(6) “will” shall be interpreted to express a command;

(7) provisions apply to successive events and transactions;

(8) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time; and

(9) unless otherwise provided in this Indenture, any Note or any other Note Document, the words “execute,” “execution,” “signed,” and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture, any Note, any Note Document or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee.

ARTICLE II.

THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof provided that after the first Interest Payment Date, the Notes will be in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

References in this Indenture, the Notes and any other Note Document to the “principal amount” of the Notes refer to the Accreted Value.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and the payment of PIK Interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof, or in the case of an increase as the result of the payment of PIK Interest, in accordance with a Company Order. In connection with the payment of PIK Interest, the Company is entitled, without the consent of the Holders, to increase the outstanding principal of the Notes.

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual, facsimile or other electronic signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes and any notes necessary to effect the payment of PIK Interest. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof and in connection with a payment of PIK Interest.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior written notice to any Holder, provided that notice of such change is provided to Holders within 15 days of such change. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)

both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)

both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (4), if the Company or the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (4) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (4) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)

Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(c) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (2), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company or the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company will execute and, upon receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d)

Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(c) thereof;

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (2), if the Company or the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company or the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)

Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS (I) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (II) AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”

In the case of any Notes sold pursuant to Regulation S, such Notes will bear an additional legend substantially in the following form unless otherwise agreed by the Company and the Holder thereof:

“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) OID Legend. Each Note will bear a legend in substantially the following form:

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY CONTACTING CHIEF LEGAL OFFICER, PEABODY ENERGY CORPORATION, 000 XXXXXX XXXXXX, XX. XXXXX, XXXXXXXX, 00000.

repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h)

General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company , evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with

respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(10) Neither the Trustee, the Company nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to each of their satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee (with respect to the Trustee) and the Company (with respect to the Company) to protect the Company, the Trustee, any Agent and any authenticating agent from any loss or expense that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company and not cancelled shall not be deemed to be outstanding for purposes of Section 3.07 hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds in trust for the benefit of the Holders of the Notes, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantors, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantors, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirements of the Exchange Act and the Trustee). Certification of the cancellation of all canceled Notes will be delivered to the Company upon the Company’s written request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Company defaults in a payment of Cash Interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing in the form of an Officer’s Certificate of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the fulfillment of the Company’s obligations hereunder, for the avoidance of doubt and notwithstanding any other provision of this Indenture or the Notes, interest that is paid in the form of PIK Interest in compliance with the requirements of this Indenture shall be considered paid or duly provided for, for all purposes of this Indenture and the Notes, and shall not be considered overdue.

Section 2.13 Calculation of Principal Amount of Securities.

The aggregate principal amount of the Notes, at any date of determination, shall be the Accreted Value of the Notes at such date of determination. Payment of the PIK Interest will increase the principal amount of the Notes in an amount equal to the interest payment for the applicable interest period (rounded up to the nearest $1.00) to Holders on the relevant Record Date. Following an increase in the principal amount of the Notes, the Notes will bear interest on the increased principal amount thereof, from and after the applicable Interest Payment Date on which payment of the relevant PIK Interest is made.

With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the Accreted Value, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate Accreted Value, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.13 shall be made by the Company and delivered to the Trustee pursuant to an Officer’s Certificate.

ARTICLE III.

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(1)

the Notes to be redeemed;

(2)

the clause of this Indenture pursuant to which the redemption shall occur;

(3)

the redemption date;

(4)

any conditions to redemption;

(5)

the principal amount of Notes to be redeemed; and

(6)

the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(a) if the Notes are listed on any national securities exchange and the Company provides written notice to a Responsible Officer of the Trustee of such listing, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(b) if the Notes are not listed on any national securities exchange, on a pro rata basis (or, in the case of Global Notes, the Notes represented thereby will be selected ~~by lot~~ in accordance with the Applicable Procedures).

No Notes of $1.00 or less can be redeemed in part.

Section 3.03 Notice of Redemption.

Notices of optional redemption will be given by first class mail (or electronically in the case of Global Notes) at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that optional redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

The notice shall identify the Notes to be redeemed (including CUSIP numbers) and shall state:

(a) the redemption date;

(b) the redemption price (if then determined and otherwise the basis for its determination);

(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption (other than a Global Note) must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) any conditions to redemption; and

(i) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

If any of the Notes to be redeemed is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures applicable to redemption.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, five Business Days (or three Business Days in the case of Global Notes) prior to the date notice of such redemption is to be given to Holders (unless a shorter notice period shall be agreed to by the Trustee) and, as provided in Section 3.01, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is given in accordance with Section 3.03 hereof, Notes called for redemption without a condition become irrevocably due and payable on the redemption date at the redemption price.

Notice of any redemption of the Notes (including upon an Equity Offering) may, at the Company’s discretion, be given prior to a transaction or event and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related transaction or event, as the case may be.

In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Company’s discretion if in the good faith judgment of the Company any or all of such conditions will not be satisfied. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

No Notes of $1.00 or less can be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the Accreted Value of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption without a condition precedent will become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Note or portions of them called for redemption, unless the Company defaults in making such redemption payment.

Section 3.05 Deposit of Redemption or Purchase Price.

On or prior to the redemption or purchase date, the Company will deposit no later than 11:00 a.m. New York City time on such date with the Trustee or with the Paying Agent money in immediately available funds sufficient to pay the redemption or purchase price of and accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of and accrued interest, if any, on all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase.

If a Note is redeemed or purchased on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest, other than any PIK Interest included in the Accreted Value of such Notes, shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to December 31, 2022, the Company may redeem the Notes, in whole or in part, upon prior notice, by paying a redemption price equal to 100% of the Accreted Value of the Notes to be redeemed plus the Applicable Premium, and accrued and unpaid interest, if any, other than any PIK Interest included in the Accreted Value of such Notes, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

(b) At any time and from time to time on or after December 31, 2022, the Company may redeem the Notes, in whole or in part, upon prior notice, at a redemption price equal to the percentage of the Accreted Value set forth below plus accrued and unpaid interest, other than any PIK Interest included in the Accreted Value of such Notes, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).


12-month period commencing December 31 in Year	Redemption Price
2022		104.250	%
2023 and thereafter		100.000	%

(c) At any time and from time to time prior to December 31, 2022, the Company may redeem up to 35% of the Accreted Value of the Notes (including the Accreted Value of any Additional Notes) at a redemption price equal to 108.500% of the Accreted Value plus accrued and unpaid interest, other than any PIK Interest included in the Accreted Value of such Notes, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), but in an Accreted Value not to exceed the net cash proceeds of one or more Equity Offerings, provided that

(1)

in each case, the redemption takes place not later than 180 days after the closing of the related Equity Offering, and

(2)

not less than 65% of the Accreted Value of the Notes (including the Accreted Value of any Additional Notes) remains outstanding immediately thereafter.

Unless the Company defaults in the payment of the applicable redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on and after the applicable redemption date.

(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

The Company may also redeem all of the Notes at the time, at the redemption price and subject to the conditions set forth in Section 4.14(g) hereof.

Section 3.08 No Mandatory Redemption or Sinking Fund.

The Company is not required to make mandatory redemption payments with respect to the Notes. The Company may from time to time purchase Notes on the open market or otherwise in accordance with applicable laws. There will be no sinking fund payments for the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence a pro rata Asset Sale Offer (as defined in Section 4.10) to all Holders of the Notes and all holders of other Priority Lien Debt containing provisions similar to those set forth in this Section 3.09 and Section 4.10 hereof with respect to offers to purchase or redeem with the Net Cash Proceeds of sales of assets to purchase such Notes and such other Priority Lien Debt, it shall follow the procedures specified below.

The Asset Sale Offer shall remain open for a period of at least 30 days following its commencement but no longer than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes and such other Priority Lien Debt required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and other Priority Lien Debt tendered and not withdrawn in response to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(b) the Offer Amount, the purchase price and the Purchase Date;

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(e) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(f) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, 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;

(g) that, if the aggregate principal amount of Notes and other Priority Lien Debt surrendered by the holders thereof exceeds the Offer Amount, the Company shall select the Notes and other Priority Lien Debt to be purchased on a pro rata basis based on the principal amount of the Notes and such other Priority Lien Debt surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of $1.00 or integral multiples of $1.00 in excess thereof, shall remain outstanding after such purchase); and

(h) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been validly tendered and not properly withdrawn, all Notes so tendered and not withdrawn, shall deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the purchase price in respect of all Notes or portions thereof accepted for payment, and shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or electronically send to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or electronically sent by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE IV.

COVENANTS

Section 4.01 Payment of Notes.

The Company will pay or cause to be paid the principal of, premium on, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if (i) the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and Cash Interest, if any, then due and (ii) the Company has paid the PIK Interest in accordance with the terms of this Indenture and the Notes. Subject to the fulfillment of the Company’s obligations hereunder, for the avoidance of doubt and notwithstanding any other provision of this Indenture or the Notes, PIK Interest paid in compliance with the terms of this Indenture shall be considered paid or duly provided for, for all purposes of this Indenture and the Notes, and shall not be considered overdue.

The Company will pay interest in cash (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 2.000% per annum higher than the interest rate then applicable to Cash Interest on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful.

For the avoidance of doubt and notwithstanding any other provision of this Indenture or the Notes, all references herein and in the Notes to accrued interest shall include both accrued Cash Interest and accrued PIK Interest.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be made. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office of the Trustee. Notwithstanding the foregoing, no service of legal process may be made on the Company or any Guarantor at any office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the United States for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

(a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company must provide the Trustee and Holders of the Notes (or make available on XXXXX) within the time periods specified in those sections of the Exchange Act with:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants, ~~and~~which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than (x) with respect to or resulting from the upcoming maturity of any loans under the LC Agreement, the other Priority Lien Documents, or any documents evidencing a Permitted Securitization Program, occurring within one year from the time such opinion is delivered) or (y) with respect to a projected breach of the minimum liquidity requirements under the LC Agreement);

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.; and

(3) not later than the earlier of 90 days after the end of each fiscal year of the Company (commencing with the fiscal year ended December 31, 2020), coal reserve figures, including production, content and proven and probable reserves of “assigned” reserves and additional information with respect to “assigned” and “unassigned” reserves, and supporting information for each Mine, in detail similar to that included in the Company’s then most recent Form 10-K in accordance with SEC rules.

(b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will (1) post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC and (2) furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Notes are not freely transferable under the Securities Act.

(c) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or any other Person’s compliance with any of its covenants hereunder or under the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no duty to determine whether any filings on XXXXX have been made or review or analyze any reports furnished or made available to it.

(d) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as

contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of the Notes under Article VI hereof if the principal and interest have been accelerated in accordance with the terms of Article VI hereof and such acceleration has not been rescinded or cancelled prior to such cure.

To the extent not satisfied by the reporting obligations outlined above, the Company shall furnish Holders of Notes and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. The Notes will be eligible for resale under Rule 144A.

Section 4.04 Compliance Certificate.

(a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ended December 31, 2021, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05 Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material ~~taxes, assessments, and governmental levies~~Taxes except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly (the payments and other actions described in the following clauses being collectively referred to as “Restricted Payments”):

(1) declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the Company’s Qualified Equity Interests) held by Persons other than the Company or any of its Restricted Subsidiaries;

(2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company held by Persons other than the Company or any of its Restricted Subsidiaries;

(3) repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Debt that is unsecured, Junior Lien Debt or Subordinated Debt (other than (x)(I) a payment of interest or principal at Stated Maturity thereof or (II) the redemption, repurchase or other acquisition or retirement for value of any Debt that is unsecured, Junior Lien Debt or Subordinated Debt, other than any 2022 Notes outstanding after the Issue Date, in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within three months of the date of such redemption, repurchase, acquisition or retirement, or (y) Debt permitted under Section 4.09(b)(3) hereof); or

(4) make any Restricted Investment.

The amount of any Restricted Payment, if other than in cash, will be the Fair Market Value, on the date of the Restricted Payment, of the assets or securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date.

(b) The provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a) of this Section 4.07;

(2) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Company, to all holders of any class of Equity Interests of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Company;

(3) the repurchase, retirement or repayment for cash of any 2022 Notes outstanding after the Issue Date in an aggregate principal amount not to exceed the sum of (a) the greater of (I) $25.0 million and (II) 75% of the principal amount of the 2022 Notes outstanding after the Issue Date, (b) any net cash proceeds from an offering of Qualified Equity Interests that has closed no longer than 45 days prior to such repurchase, retirement or repayment and (c) no earlier than 90 days prior to their Stated Maturity, from the net cash proceeds from an offering of Additional Notes that has closed no longer than 45 days prior to such repurchase, retirement or repayment; provided that the purchase price for any 2022 Notes repurchased, retired or repaid pursuant to this clause (3) is (w) less than 50% of the principal amount of such notes, plus accrued and unpaid interest, if repurchased, retired or repaid more than a year prior to their Stated Maturity, (x) less than 75% of the principal amount of such notes, plus accrued and unpaid interest, if repurchased, retired or repaid between a year and 45 days prior to their Stated Maturity, or (y) no higher than 100% of the principal amount of such notes, plus accrued and unpaid interest, if repurchased, retired or repaid within 45 days prior to their Stated Maturity;

(4) the acquisition of any 2022 Notes outstanding after the Issue Date in exchange for Additional Notes in an aggregate principal amount no greater than the aggregate principal amount of the acquired 2022 Notes, plus accrued and unpaid interest;

(5) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company in exchange for Qualified Equity Interests of the Company;

(6) the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Debt that is unsecured, Junior Lien Debt or Subordinated Debt in exchange for, or out of the proceeds of, a cash or non-cash contribution to the capital of the Company or a substantially concurrent offering (with any offering within 45 days deemed as substantially concurrent) of, Qualified Equity Interests of the Company;

(7) any Investment acquired as a capital contribution to the Company, or made in exchange for Qualified Equity Interests of the Company;

(8) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company held by current officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates or their immediate family members) of the Company or any of its Restricted Subsidiaries upon death, disability, retirement, severance or termination of employment or pursuant to any agreement under which the Equity Interests were issued, and Investments in the Equity Interests of the Company in connection with certain purchases or redemptions of Equity Interests held by officers, directors and employees or any employee pension benefit plan of a type specified in this Indenture; provided that the aggregate cash consideration paid therefor in any twelve-month period after the Issue Date does not exceed an aggregate amount of $5.0 million;

(9) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of any Debt that is unsecured, Junior Lien Debt, Subordinated Debt or Disqualified Stock at a purchase price not greater than 101% of the principal amount or liquidation preference thereof in the event of (i) a change of control pursuant to a provision no more favorable to the holders thereof than in Section 4.14 hereof or (ii) an asset sale pursuant to a provision no more favorable to the holders thereof than in Section 4.10 hereof, provided that, in each case, prior to the repurchase the Company has made a Change of Control Offer or an Asset Sale Offer, as applicable, and repurchased all Notes issued under this Indenture that were validly tendered for payment in connection with the Change of Control Offer or an Asset Sale Offer, as applicable;

(9) [reserved];

(10) cash payments in lieu of fractional shares upon exercise of options or warrants or conversion or exchange of convertible securities, repurchases of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such securities represent a portion of the exercise price of such options, warrants or other convertible securities and repurchases of Equity Interests in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the Taxes payable by such director or employee upon such grant or award;

(11) Restricted Payments, other than with respect to dividends or share repurchases, in an aggregate amount taken together with all other Restricted Payments made pursuant to this Section 4.07(b)(11) not to exceed $5.0 million;[reserved];

(12) [reserved];

(13) open-market repurchases of any Priority Lien Debt (which term, for the avoidance of doubt, would not include any 2022 Notes outstanding after the Issue Date), so long as, immediately after giving pro forma effect to any such repurchase, the Company’s Minimum Liquidity shall be not less than $200.0 million;

(14) repurchases of Notes by the Company pursuant to the Issue Date Offer; and

(15) the issuance of Additional Notes in exchange for Co-Issuer Notes, up to the Maximum Amount, pursuant to the Co-Issuer Notes Indenture;

provided that, in the case of clauses (8), (9), (11), (13) and (14) no Default has occurred and is continuing or would occur as a result thereof.

For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment permitted pursuant to this Section 4.07 or a Permitted Investment meets the criteria of more than one of the categories of Restricted Payment described in clauses (1) through (15) of Section 4.07(b) hereof or one or more clauses of the definition of Permitted Investments, the Company shall be permitted to classify such Restricted Payment or Permitted Investment on the date it is made, or later reclassify all or a portion of such Restricted

Payment or Permitted Investment, in any manner that complies with this Section 4.07, and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only one of such clauses of this Section 4.07 or of the definition of Permitted Investments. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) Subject to the provisions of Section 4.08(b) below, the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Equity Interests to the Company or any other Restricted Subsidiary;

(2) pay any Debt or other liabilities owed to the Company or any other Restricted Subsidiary;

(3) make loans or advances to the Company or any other Restricted Subsidiary; or

(4) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary.

(b) The restrictions in Section 4.08(a) hereof will not apply to any encumbrances or restrictions:

(1) agreements governing Debt as in effect on the Issue Date, including pursuant to the Existing Credit Facility or the LC Agreement and the other documents relating to the Existing Credit Facility or the LC Agreement, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of those agreements; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;

(2) existing pursuant to this Indenture, the Notes, the Note Guarantee or the Security Documents;

(3) existing under or by reason of applicable law, rule, regulation or order;

(4) existing under any agreements or other instruments of, or with respect to:

(A) any Person, or the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or

(B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary;

which encumbrances or restrictions (x) are not applicable to any other Person or the property or assets of any other Person and (y) were not put in place in anticipation of such event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;

agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, Joint Venture or similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary;

(6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted by this Indenture;

(7) consisting of customary restrictions pursuant to any Permitted Receivables Financing;

(8) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Holders than those contained in the agreements governing the Debt being refinanced;

(9) consisting of restrictions on cash or other deposits or net worth imposed by lessors, customers, suppliers or required by insurance surety bonding companies or in connection with any reclamation activity of the Company or a Restricted Subsidiary, in each case, in the ordinary course of business;

(10) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Finance Leases or operating leases or Mining Leases that impose encumbrances or restrictions discussed in Section 4.08(a)(4) on the property so acquired or covered thereby;

(11) existing pursuant to any agreement or instrument relating to any Debt permitted to be Incurred by a Foreign Subsidiary subsequent to the Issue Date pursuant to Section 4.09 hereof, which encumbrances or restrictions are customary for a financing or agreement of such type (as determined in good faith by the Company), and the Company determines in good faith that such encumbrances and restrictions will not materially affect the Company’s ability to make principal or interest payments on the Notes as and when they become due;

(12) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of such transaction;

(13) existing pursuant to any agreement or instrument relating to any Debt permitted to be Incurred subsequent to the Issue Date by Section 4.09 hereof if such encumbrances and restrictions are, taken as a whole, no less favorable in any material respect to the Holders than is customary in comparable financings (as determined in good faith by the Company), and the Company determines in good faith that such encumbrances and restrictions will not materially affect the Company’s ability to make principal or interest payments on the Notes as and when they become due; and

(14) existing under or by reason of any Debt secured by a Lien permitted to be Incurred pursuant to Section 4.09 and Section 4.12 hereof that limit the right of the Company or any Restricted Subsidiary to dispose of the assets securing such Debt.

Section 4.09 Incurrence of Debt and Issuance of Disqualified Stock or Preferred Stock.

(a) The Company (1) will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Debt (including Acquired Debt) or Disqualified Stock, and (2) will not permit any of its Restricted Subsidiaries to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Company or a Restricted Subsidiary, so long as it is so held); provided that the Company or any Restricted Subsidiary may Incur Debt (including Acquired Debt) or Disqualified Stock and any Restricted Subsidiary may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio of the Company is not less than 2.25:1.00 (the “Fixed Charge Coverage Ratio Test”); provided that the maximum aggregate principal amount of Debt, Disqualified Stock or Preferred Stock that non-Guarantor Restricted Subsidiaries may incur under this subsection (a) is $50.0 million outstanding at any time.

(b) The provisions of Section 4.09(a) hereof will not prohibit the Incurrence of any of the following items of Debt (“Permitted Debt”):

(1) Incurrence by the Company and the Guarantors of Priority Lien Debt in an aggregate principal amount (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) such that at any one time Priority Lien Debt outstanding shall not to exceed the Priority Lien Cap and any related guarantees thereof;

(2) Incurrence by the Company and its Restricted Subsidiaries of Existing Debt (other than Debt described in clause (1) of this Section 4.09(b);

(3) Debt of (i) the Company or a Guarantor owed to the Company or any Guarantor so long as the Debt continues to be owed to the Company or a Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor owed to any other Restricted Subsidiary that is not a Guarantor, (iii) the Company or a Guarantor owed to any Restricted Subsidiary that is not a Guarantor; provided that the Debt incurred under this clause (iii) is subordinated in right of payment to the Notes and (iv) any Restricted Subsidiary that is not a Guarantor to the Company or a Guarantor; provided that the Debt incurred under this clause (iv) is incurred in the ordinary course of business and consistent with past practice;

(4) Debt constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, replace, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt (“Permitted Refinancing Debt”) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (1), (4), (8), (9), (16) or (17) of this Section 4.09(b) in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that:

(A) in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes;

(B) (x) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced or (y) the new debt does not have a Stated Maturity prior to the Stated Maturity of the Notes, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Notes;

(C) in no event may Debt of the Company, the Pledgor or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is neither a Guarantor, the Pledgor nor the Company; and

(D) in case the Debt to be refinanced is secured, the Liens securing such new Debt have a Lien priority equal to or junior to the Liens securing the Debt being refinanced;

(5) Bank Products Obligations and Permitted Hedging Agreements of the Company or any Restricted Subsidiary;

(6) Debt of the Company or any Restricted Subsidiary in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by the Company or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances;

(7) Debt arising from agreements of the Company or any Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or any Subsidiary;

(8) [reserved];

(9) Debt of the Company or any Restricted Subsidiary Incurred to finance the acquisition, construction or improvement of any assets, including Finance Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets before the acquisition thereof; provided that the aggregate principal amount at any time outstanding of any Debt Incurred pursuant to this clause, including all Permitted Refinancing Debt Incurred to refund, refinance or replace any Debt Incurred pursuant to this clause (9), may not exceed the greater of (a) $100.0 million and (b) 2.0% of Consolidated Net Tangible Assets; provided that such amount may be increased by the then-outstanding principal amount of any operating lease in existence on the Issue Date that is actually restructured to a Finance Lease after the Issue Date;

(10) (i) Debt of the Company or any Restricted Subsidiary consisting of Guarantees of Debt of any Restricted Subsidiary otherwise permitted under this Section 4.09 and (ii) Debt of any Restricted Subsidiary consisting of Guarantees of Debt of the Company otherwise permitted under this Section 4.09; provided that such Guarantee is incurred in accordance with Section 4.15 hereof;

(11) Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issue of Preferred Stock;

(12) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(13) Debt Incurred by any Foreign Restricted Subsidiary in an aggregate principal amount at any one time outstanding not to exceed $50.0 million;

(14) Debt of the Company or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply or other arrangements;

(15) Guarantees by the Company or any Restricted Subsidiary of borrowings by current or former officers, managers, directors, employees or consultants in connection with the purchase of Equity Interests of the Company by any such person in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;

(16) any Permitted Receivables Financing in an aggregate principal amount (or similar amount) at any time outstanding not to exceed the greater of (i) $250.0 million and (ii) 3.5% of Consolidated Net Tangible Assets;

(17) Debt of the Company consisting of (i) Additional Notes issuable in exchange for Co-Issuer Notes and (ii) Debt under the LC Agreement issuable in exchange for Debt outstanding under the New Co-Issuer Term Loan Facility, ~~as applicable~~in the aggregate, up to the Maximum Amount~~, pursuant to the Co-Issuer Notes Indenture~~;

(18) Debt consisting of Additional Notes that is incurred solely in connection with the repurchase, retirement, repayment or exchange for 2022 Notes pursuant to Section 4.07(b)(3) or Section 4.07(b)(4) hereof; ~~and~~

(19) Debt of the Company ~~or any Restricted Subsidiary~~and each Guarantor not otherwise permitted hereunder in an aggregate principal amount at any time outstanding not to exceed $10.0 million.; and

(20) Financing Lease Obligations permitted by Section 7.03(b) of the LC Agreement as of the Issue Date.

The Company will not incur, and will not permit any Guarantor to incur, any Debt (including Permitted Debt) that is contractually subordinated in right of payment to any other Debt of the Company or such Guarantor unless such Debt is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt of the Company solely by virtue of being unsecured or by virtue of being secured on junior priority basis.

(c) For purposes of determining compliance with this Section 4.09 and Section 4.12, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) of Section 4.09(b) hereof, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Debt on the date of its Incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this Section 4.09. Notwithstanding the foregoing, all Priority Lien Debt will be deemed to have been Incurred in reliance on the exception provided in Section 4.09(b)(1) hereof.

(d) The accrual of interest or Preferred Stock dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest on any Debt in the form of additional Debt with the same terms, the reclassification of Preferred Stock as Debt due to a change in accounting principles, and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt or an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred. Notwithstanding any other provision of this Section 4.09, the maximum amount of Debt that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(e) The amount of any Debt outstanding as of any date will be:

(1) the accreted value of the Debt, in the case of any Debt issued with original issue discount;

(2) the principal amount of the Debt, in the case of any other Debt; and

(3) in respect of Debt of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Debt of the other Person.

Section 4.10 Asset Sales.

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Sale unless the following conditions are met:

(1) The Asset Sale is for at least Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale as reasonably determined by the Company in good faith).

(2) At least 75% of the aggregate consideration received by the Company or its Restricted Subsidiaries for such Asset Sale consists of cash or Cash Equivalents. For purposes of this clause (2), each of the following shall be considered to be cash or Cash Equivalents:

(A) ~~the assumption by the purchaser of Debt or other obligations or liabilities (as shown on the Company’s most recent balance sheet or in the footnotes thereto) (other than~~

~~Subordinated Debt or other obligations or liabilities subordinated in right of payment to the Notes)~~any liabilities of the Company or ~~a Restricted~~any Subsidiary ~~pursuant to operation of law or a customary novation or assumption agreement;~~(other than contingent liabilities) that are assumed by the transferee of any such assets and as a result of which the Company or such Subsidiary is released from further liability;

(B) Additional Assets;

(C) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any like kind exchange of property for use in a Similar Business;

(CD) instruments, notes, securities or other obligations received by the Company or such Restricted Subsidiary from the purchaser that are promptly, but in any event within 90180 days of the closing, converted by the Company or such Restricted Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received; and

(DE) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in the Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (D) that is at that time outstanding, not to exceed the greater of (x) $~~70.0~~25.0 million and (y) 2.0% of the Company’s Consolidated Net Tangible Assets at the time of receipt of such outstanding Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and as reasonably determined by the Company in good faith).

(3) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company or a Restricted Subsidiary may apply an amount equal to such Net Cash Proceeds at its option:

(A) to permanently prepay, repay, redeem, reduce or repurchase Debt as follows:

(i) if the assets subject to such Asset Sale constitute Collateral, to prepay, repay, redeem, reduce or purchase Priority Lien Debt on a pro rata basis; provided that all reductions of (or offers to reduce) Obligations under the Notes shall be made as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest, to, but not including, the date of redemption) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, to, but not including, the date of redemption, on the amount of Notes that would otherwise be prepaid;

(ii) subject to clause (iii) of this Section 4.10(a)(3)(A), if the assets subject to such Asset Sale do not constitute Collateral, to prepay, repay, redeem, reduce or purchase Obligations under other Debt of the Company or a Guarantor (and, if the Debt prepaid, repaid, redeemed, reduced or purchased is revolving credit Debt, to correspondingly reduce commitments with respect thereto); provided that the Company shall equally and ratably prepay, repay, redeem, reduce or purchase (or offer to prepay, repay, redeem, reduce or purchase, as applicable) Obligations under the Notes on a pro rata basis; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest, other than any PIK Interest included in the Accreted Value of such Notes, to, but not including, the date of redemption) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, to, but not including, the date of redemption, on the amount of Notes that would otherwise be prepaid; or

(iii) if the assets subject to such Asset Sale are the property or assets of a Non-Guarantor Restricted Subsidiary, to prepay, repay, redeem, reduce or purchase Debt of such Restricted Subsidiary, other than Debt owed to the Company or any Restricted Subsidiary;

(B) to acquire land, reserves, property, plant and equipment useful to the conduct of its current mining business; or

A binding commitment to make an acquisition, expenditure or any combination thereof in compliance with clauses (B) and (C) shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment; provided that (x) such investment is consummated within 360 days after the earlier of the making of such commitment and the end of the 360-day period referred to in the first sentence of this Section 4.10(a)(3) (it being understood that if such commitment is for any purchase, lease or other arrangement for mineral or surface rights, the Net Cash Proceeds need only be applied as and when installments are due and payable) and (y) if such acquisition is not consummated within the period set forth in subclause (x) or such binding commitment is terminated, the Net Cash Proceeds not so applied will be deemed to be Excess Proceeds (as defined below).

Notwithstanding the foregoing, to the extent that (i) a distribution of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary that is non-Guarantor Restricted Subsidiary to the Company is prohibited or delayed by applicable local law or (ii) a distribution of any or all of the Net Cash Proceeds of any Assets Sales by a Foreign Subsidiary that is a non-Guarantor Restricted Subsidiary to the Company could result in material adverse tax consequences, as determined by the Company in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that within 360 days of the receipt of such Net Cash Proceeds, the Company shall use commercially reasonable efforts to permit repatriation of the proceeds that would otherwise be subject to this Section 4.10 without violating local law or incurring material adverse tax consequences, and, if such proceeds may be repatriated, within such 360 day period, such proceeds shall be required to be applied in compliance with this Section 4.10.

(4) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (3) within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than $25.0 million will be carried forward and accumulated. When the aggregate amount of the accumulated Excess Proceeds equals or exceeds such amount, the Company must, within 30 days, make an offer to purchase Notes (an “Asset Sale Offer”) having an Accreted Value equal to:

(A) accumulated Excess Proceeds, multiplied by

(B) a fraction (x) the numerator of which is equal to the outstanding aggregate Accreted Value of the Notes and (y) the denominator of which is equal to the outstanding aggregate Accreted Value and/or aggregate principal amount, as applicable, of the Notes and all other Priority Lien Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale;

rounded down to the nearest $1,000 in principal amount. The purchase price for any Asset Sale Offer will be 100% of the Accreted Value, plus accrued and unpaid interest, if any, other than any PIK Interest included in the Accreted Value of such Notes ,to, but excluding, the date of purchase, prepayment or redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). If the Asset Sale Offer is for less than all of the outstanding Notes and Notes in an aggregate Accreted Value in excess of the purchase amount are tendered and not withdrawn pursuant to the Asset Sale Offer, the Company will purchase Notes having an aggregate principal amount equal to the Accreted Value on a pro rata basis (in the case of Global Notes, subject to the applicable procedures of DTC), with adjustments so that only Notes in multiples of $1.00 principal amount (and in a minimum principal amount of $1.00) will be purchased. Upon completion of the Asset Sale Offer, Excess Proceeds will be reset to zero, and any Excess Proceeds remaining after consummation of the Asset Sale Offer may be used for any purpose not otherwise prohibited by this Indenture.

(b) The Company 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 Asset Sale Offer pursuant to this Section 4.10. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11 Transactions with Affiliates.

(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”) involving aggregate consideration in excess of $25.0 million, unless the Related Party Transaction is (1) not prohibited by the Indenture and (2) on fair and reasonable terms that are not materially less favorable (as reasonably determined by the Company) to the Company or any of the relevant Restricted Subsidiaries than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

(b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $50.0 million must first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a resolution by the Board of Directors of the Company.

(c) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $100.0 million, the Company must deliver to the Trustee an opinion from an accounting, appraisal, or investment banking firm of national standing in the applicable jurisdiction (i) stating that its terms are not materially less favorable to the Company or any of the relevant Restricted Subsidiaries that would have been obtained in a comparable transaction with an unrelated Person or (ii) as to the fairness to the Company or any of the relevant Restricted Subsidiaries of such Related Party Transaction from a financial point of view.

(d) The following items shall not be subject to the provisions of Section 4.11(a), Section 4.11(b) and Section 4.11(c) hereof:

(1) any transaction between or among (i) the Company and any ~~of its~~Guarantor and (ii) any of the Company’s Restricted Subsidiaries ~~or between Restricted Subsidiaries of the Company~~;

(2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;

(3) any Permitted Investment or any Restricted Payment permitted in Section 4.07 hereof;

(4) any issuance of Equity Interests (other than Disqualified Equity Interests) of the Company;

(5) loans or advances to officers, directors or employees of the Company in the ordinary course of business of the Company or its Restricted Subsidiaries or Guarantees in respect thereof or otherwise made on their behalf (including payment on such Guarantees) but only to the extent permitted by applicable law, including the Xxxxxxxx-Xxxxx Act of 2002;

(6) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with officers and employees of the Company or any of its Restricted Subsidiaries that are Affiliates of the Company and the payment of compensation to such officers and employees (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans) so long as such agreement has been entered into in the ordinary course of business;

(7) ~~transactions with customers, clients, suppliers, joint venture partners, managers, operators or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the ordinary course of business~~ ~~on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Company, as determined in good faith by the Company;~~[reserved];

(8) (i) transactions arising under the Management Services Agreements and any indemnification and reimbursement payments required thereunder, provided that the aggregate amount of all such fees and payments may not exceed $15.0 million in any calendar year, (ii) any tax sharing payments to the Company or its Affiliates, and (iii) transactions arising under any other contract, agreement, instrument or other arrangement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or new arrangements, taken as a whole at the time such arrangements are entered into, are not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date;

(9) transactions entered into as part of a Permitted Receivables Financing;

(10) transactions with any Affiliate in its capacity as a holder of Debt or Equity Interests; provided that such Affiliate owns less than a majority of the interests of the relevant class and is treated the same as other holders;any Asset Sale permitted by Section 4.10 hereof;

(11) payments to or from, and transactions with, any joint ventures or similar arrangements (including, without limitation, any cash management activities relating thereto); provided that such arrangements are on terms no ~~less favorable to the Company and its Restricted Subsidiaries~~ in any material respect, on the one hand, than to the relevant joint venture partner and its Affiliates, on the other hand, taking into account all related agreements and transactions entered in by the Company and its Restricted Subsidiaries, on the one hand, and the relevant joint venture partner and its Affiliates, on the other hand;[reserved];

(12) any lease or sublease of equipment to any Affiliate in the ordinary course of business on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Company, as determined in good faith by the Company; and[reserved]; and

(13) ~~any agreements entered into~~ ~~in connection with the Refinancing Transactions~~[reserved].

Section 4.12 Liens.

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, to secure any Debt other than Permitted Liens.

Section 4.13 Corporate Existence.

(a) Subject to Article V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective ~~organizational documents~~Organizational Documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if senior management of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) Not later than 30 days following a Change of Control, the Company will make an offer to purchase (a “Change of Control Offer”) all outstanding Notes at a purchase price equal to 101% of the Accreted Value of the Notes repurchased plus accrued and unpaid interest, if any, other than any PIK Interest included in the Accreted Value of such Notes,. to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this Section 4.14 in the event that (i) during the 30-day period following such Change of Control, the Company has given the notice to exercise its right to redeem all the Notes under the terms described in Section 3.07 hereof and redeemed such Notes in accordance with such notice, unless and until there is a default in payment of the applicable redemption price or (ii) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the offer.

(b) Not later than 30 days following any Change of Control, the Company 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 Change of Control Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Company and its Subsidiaries that the Company in good faith believes will enable the Holders to make an informed decision with respect to the Change of Control Offer, the offer shall also state, among other things:

(1) that a Change of Control has occurred and a Change of Control 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 Notes subject to the Change of Control Offer, the Change of Control Payment and the expiration date of the Change of Control 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 “Change of Control Payment Date”) not more than five Business Days after the expiration date;

(3) that any Note accepted for payment pursuant to the Change of Control Offer (and duly paid for on the Change of Control Payment Date) shall cease to accrue interest after the Change of Control 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 Change of Control 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 Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Company, 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 Change of Control 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 Change of Control Offer.

If the Change of Control Offer is sent prior to the occurrence of the Change of Control, it may be conditioned upon the consummation of the Change of Control.

(c) On or before the Change of Control Payment Date, the Company shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer. Promptly after such acceptance, on the Change of Control Payment Date, the Company will:

(1) deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the Change of Control 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 stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

(d) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to the preceding sections will have the status of Notes issued and outstanding.

(e) The Company shall 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 the purchase of the Notes pursuant to a Change of Control Offer under this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.14 by virtue of such compliance.

(f) On the Change of Control Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Change of Control 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 Company shall promptly issue a new Note, and the Trustee, upon receipt of a Company 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 $1.00 or an integral multiple of $1.00 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Change of Control Payment Date.

(g) In the event that Holders of not less than 90% of the aggregate Accreted Value of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer in lieu of the Company) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior written notice to the Holders and the Trustee, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest on the Notes redeemed from the date of purchase, other than any PIK Interest included in the Accreted Value of such Notes, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

Section 4.15 Additional Note Guarantees.

If and for so long as any ~~Domestic~~ Restricted Subsidiary of the Company, directly or indirectly, Guarantees any Debt of the Company or any other Guarantor, such Subsidiary shall become a Guarantor and execute a supplemental indenture with the Trustee substantially in the form of Exhibit F hereto within 30 days, and if the guaranteed Debt is Subordinated Debt, the Guarantee of such guaranteed Debt must be subordinated in right of payment to the Note Guarantee to at least the extent that the guaranteed Debt is subordinated to the Notes.

Section 4.16 Designation of Restricted and Unrestricted Subsidiaries.

(a) Without affecting the status of any Unrestricted Subsidiaries as of the Issue Date, the Company shall not designate any Subsidiary to be an Unrestricted Subsidiary after the Issue Date.

(b) The Company may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default.

(1) all of its Debt and Disqualified Stock or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.09 hereof but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 hereof;

(2) Investments therein previously charged under Section 4.07 hereof will be credited thereunder;

(3) it ~~may~~will be required to issue a Note Guarantee pursuant to Section 4.15 hereof; and

(4) it will thenceforward be subject to the provisions of this Indenture as a Restricted Subsidiary.

(d) Any designation by the Company of a Subsidiary as a Restricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

Section 4.17 Issue Date Offer.

(a) Within 15 days of the Issue Date, the Company must make an offer to purchase up to $22.5 million in aggregate Accreted Value of Notes (the “Issue Date Offer”) at a purchase price equal to 80% of the Accreted Value of the Notes to be repurchased, plus accrued and unpaid interest, if any, other than any PIK Interest included in the Accreted Value of such Notes, 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 “Issue Date Offer Payment”). The Applicable Premium will not be payable in connection with the Issue Date Offer.

(b) Within 15 days of the Issue Date, the Company 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 Issue Date Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Company and its Subsidiaries that the Company in good faith believes will enable the Holders to make an informed decision with respect to the Issue Date Offer, the offer shall also state, among other things:

(1) that an Issue Date Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, up to $22.5 million in aggregate Accreted Value of Notes that are validly tendered shall be accepted for payment;

(2) the expiration date of the Issue Date 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 “Issue Date Offer Payment Date”) not more than five Business Days after the expiration date;

(3) that any Note accepted for payment pursuant to the Issue Date Offer (and duly paid for on the Issue Date Offer Payment Date) shall cease to accrue interest after the Issue Date 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 the Issue Date Offer (that is accepted for payment) 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 Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Issue Date Offer Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Company, 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 Issue Date 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

(c) On or before the Issue Date Offer Payment Date, the Company shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Issue Date Offer. Promptly after such acceptance, on the Issue Date Offer Payment Date, the Company will:

(1) deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the Issue Date Offer Payment in respect of all Notes or portions thereof so tendered; and

(d) On the Issue Date Offer Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Issue Date 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 Company shall promptly issue a new Note, and the Trustee, upon receipt of a Company 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 $1.00 or an integral multiple of $1.00 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Issue Date Offer Payment Date.

(e) If the aggregate Accreted Value of Notes surrendered in the Issue Date Offer exceeds $22.5 million in aggregate Accreted Value, the Company 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 Accreted Value of the notes tendered.

(f) The Company 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 the purchase of the Notes pursuant to an Issue Date Offer pursuant to this Section 4.17. To the extent that the provisions of any securities laws or regulations conflict with the Issue Date Offer provisions in this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Issue Date Offer provisions of this Indenture by virtue of such compliance.

Section 4.18 Debt Repurchase Mandatory Offer.

(a) If for any fiscal quarter of the Company ending on or before September 30, 2024 (“Debt Repurchase Quarterly Period”), the Company makes any open-market repurchases of Priority Lien Debt (which term, for the avoidance of doubt, would not include any 2022 Notes outstanding after the Issue Date) pursuant to Section 4.07(b)(13) hereof, the Company must, within 30 days of the end of such Debt Repurchase Quarterly Period, make an offer to purchase an aggregate Accreted Value and/or aggregate principal and commitment amounts, as applicable, on a pro rata basis, of (i) Notes and (ii) Priority Lien Debt incurred under the LC Agreement in accordance with the mechanics set forth therein (a “Debt Repurchase Mandatory Offer”) equal to 25% of the aggregate principal and commitment amounts of Debt repurchased during the applicable Debt Repurchase Quarterly Period (the “Available Repurchase Amount”); provided, that any repurchase of Notes and/or Priority Lien Debt by the Company pursuant to the Issue Date Offer and pursuant to Section 2.21(a) of the LC Agreement and/or Debt Repurchase Mandatory Offer provisions of this Indenture, as applicable, will not be subject to the Debt Repurchase Mandatory Offer provisions of this Indenture; provided further that any such offer to purchase aggregate Accreted Value of Notes shall be rounded down to the nearest $1,000 in principal amount.

(b) The purchase price for any Notes and Priority Lien Debt repurchased in such Debt Repurchase Mandatory Offer will be at a price to Accreted Value and/or principal and commitment amounts, as applicable, that

is the weighted-average repurchase price for all Debt repurchased during the applicable Debt Repurchase Quarterly Period (other than as pursuant to a prior Debt Repurchase Mandatory Offer), plus accrued and unpaid interest, other than any PIK Interest included in the Accreted Value of such Notes, commitment fees and letter of credit fees, if any, to, but not including, the date of purchase (subject, with respect to the Notes, to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

(c) Within 30 days of the end of a Debt Repurchase Quarterly Period in which the Company makes any open-market repurchases of Priority Lien Debt pursuant to Section 4.07(b)(13) hereof, the Company 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 Debt Repurchase Mandatory Offer, with a copy of such offer to the Trustee. In addition to including information concerning the business of the Company and its Subsidiaries that the Company in good faith believes will enable the Holders to make an informed decision with respect to the Debt Repurchase Mandatory Offer, the offer shall also state, among other things:

(1) that the Company has made open-market repurchases of Priority Lien Debt during a Debt Repurchase Quarterly Period and a Debt Repurchase Mandatory Offer is being made as provided for herein, and that, although Holders are not required to tender their Notes, an aggregate principal and commitment amounts of Notes and/or Priority Lien Debt up to the Available Repurchase Amount that are validly tendered shall be accepted for payment;

(2) the expiration date of the Debt Repurchase 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 “Debt Repurchase Mandatory Offer Payment Date”) not more than five Business Days after the expiration date;

(3) that any Note accepted for payment pursuant to the Debt Repurchase Mandatory Offer (and duly paid for on the Debt Repurchase Mandatory Offer Payment Date) shall cease to accrue interest after the Debt Repurchase 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 the Debt Repurchase Mandatory Offer (that is accepted for payment) 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 Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Debt Repurchase Mandatory Offer Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Company, 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 Debt Repurchase 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

(d) On or before the Debt Repurchase Mandatory Offer Payment Date, the Company shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Debt Repurchase Mandatory Offer. Promptly after such acceptance, on the Debt Repurchase Mandatory Offer Payment Date, the Company will:

(1) deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the Debt Repurchase Mandatory Offer Payment in respect of all Notes or portions thereof so tendered; and

(e) On the Debt Repurchase Mandatory Offer Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Debt Repurchase 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 Company shall promptly issue a new Note, and the Trustee, upon receipt of a Company 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 $1.00 or an integral multiple of $1.00 in excess thereof. Interest on the Notes purchased will cease to accrue on and after the Debt Repurchase Mandatory Offer Payment Date.

(f) If the aggregate Accreted Value and/or aggregate principal and commitment amounts, as applicable, of Notes and such other Priority Lien Debt surrendered in a Debt Repurchase Mandatory Offer exceeds the Available Repurchase Amount, the Company will select the Notes (in the case of Global Notes, subject to the applicable procedures of DTC) and the Company will select such other Priority Lien Debt to be purchased on a pro rata basis with such adjustments as needed so that no Notes or Priority Lien Debt in an unauthorized denomination are purchased in part based on the aggregate Accreted Value and/or aggregate principal amount, as applicable, of the Notes and such other Priority Lien Debt tendered.

(g) To the extent that the aggregate Accreted Value and/or aggregate principal amount, as applicable, of Notes and such other Priority Lien Debt tendered pursuant to a Debt Repurchase Mandatory Offer is less than the Available Repurchase Amount, the Company may use any remaining Available Repurchase Amount (any such amount, “Retained Excess Available Repurchase Amount”) for any Debt open-market repurchases; provided, that any repurchases of Debt by the Company with Retained Excess Available Repurchase Amounts will not be subject to the provisions of this Section 4.18.

The Company 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 a Debt Repurchase Mandatory Offer pursuant to this Section 4.18. To the extent that the provisions of any securities laws or regulations conflict with the Debt Repurchase Mandatory Offer provisions in this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Debt Repurchase Mandatory Offer provisions of this Indenture by virtue of such compliance.

Section 4.19 Changes in Covenants if Notes Are Rated Investment Grade.

(a) If at any time (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies), (ii) no Default has occurred and is continuing under this Indenture and (iii) the Company has delivered to the Trustee an Officer’s Certificate certifying to the foregoing provisions in this Section 4.19(a) then, beginning on that day and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.18 and 5.01(a)(3) hereof will be suspended (the “Suspension Period”).

(b) If the rating assigned to the Notes by either Rating Agency should subsequently decline to below Investment Grade, the foregoing covenants will be reinstituted as of and from the date of such rating decline (the “Reversion Date”). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. Furthermore, all Debt incurred during the Suspension Period will be deemed to have been incurred or issued pursuant to Section 4.09(b)(2) hereof. Notwithstanding that the suspended covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any Suspension Period (or upon termination of any covenant Suspension Period or after that time based solely on events that occurred during the Suspension Period).

(c) The Company shall promptly deliver to the Trustee an Officer’s Certificate notifying the Trustee of any event giving rise to a Suspension Period or a Reversion Date, the date thereof and identifying the suspended covenants. The Trustee shall not have any obligation to monitor the ratings of the Notes, determine whether a Suspension Period or Reversion Date has occurred or notify holders of the occurrence or dates of any Suspension Period, suspended covenants or Reversion Date.

Section 4.20 Obligation to Maintain Ratings.

The Company shall take all necessary actions to have a rating assigned to the Notes by either Rating Agency prior to the Issue Date and to maintain a rating of the Notes by at least one Rating Agency so long as any of the Notes are outstanding.

Section 4.21 Creation and Perfection of Certain Security Interests After the Issue Date.

The Company and the Guarantors will use their respective commercially reasonable efforts to create and perfect on the Issue Date the security interests in the Collateral for the benefit of the Trustee, the Collateral Trustee and the Holders, but to the extent any such security interest is not created or perfected, the Company and the Guarantors agree to do or cause to be done all acts and things that may be required, including satisfying the obligations set forth on Schedule 4.21, obtaining any required consents from third parties, to have all security interests in the Collateral duly created and enforceable and perfected, to the extent required by the Security Documents, but in no event later than 90 days (or such later date as set for on Schedule 4.21 or as may be agreed to in accordance with the Transaction Support Agreement and certified to the Trustee and Collateral Trustee, upon which the Trustee and Collateral Trustee may conclusively rely) thereafter. Except to the extent otherwise provided under Article XII hereof, failure to obtain such consents and create and perfect a security interest in such Collateral where required within 90 days (or such other date or extended date, as aforesaid) after the Issue Date shall constitute an Event of Default. Neither the Trustee nor the Collateral Trustee shall have any duty or responsibility to see to or monitor the performance of the Company and its Subsidiaries with regard to their compliance with this Section 4.21.

Section 4.22 Sale and Lease-Backs.

The Company shall not become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Borrower or such Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Company or any of its Restricted Subsidiaries), to the extent involving the sale of assets with a fair market value in excess of $25 million in the aggregate and (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to any Person (other than the Borrower or any of its Restricted Subsidiaries) in connection with such lease.

Section 4.23 Amendments or Waivers of Organizational Documents.

The Company shall not agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Issue Date, in each case, to the extent the same would reasonably be expected to be material and adverse to the Holders (in the good faith determination of the Company), without obtaining the prior consent to such amendment, restatement, supplement or other modification or waiver of the Holders of a majority of the aggregate principal amount of the outstanding Notes, and thereafter taking such steps as are necessary to maintain the perfection of the Collateral Trustee’s liens on the Collateral.

Section 4.24 Restrictions on Specified Subsidiaries.

(a) With respect to each Specified Subsidiary, the Company shall not permit such Specified Subsidiary to, (i) retain any cash other than cash (A) necessary to continue to operate in the ordinary course and comply with any requirement of law, as reasonably determined by it or the Company or (B) where such Specified Subsidiary has taken commercially reasonable efforts to execute and delivery a deposit account control agreement perfecting the Collateral Trustee’s Lien in such deposit account; (ii) consolidate with or merge with or into any Person; (iii) incur, directly or indirectly, any Debt or any other obligation or liability whatsoever other than (A) the obligations under this Indenture, (B) solely with respect to Gibraltar Holdings, intercompany Debt permitted hereunder and (C) to the extent otherwise permitted hereunder, the Debt and obligations under the other Priority Lien Documents; (iv) create

or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Security Documents to which it is a party and, to the extent otherwise permitted hereunder, the other Priority Lien Documents; (v) sell or otherwise dispose of any Equity Interests of Gibraltar Holdings or Peabody Investments (Gibraltar) Limited, as applicable; or (vi) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; and (b) with respect to each Specified Subsidiary (other than Gibraltar Holdings), permit such Specified Subsidiary to, (i) engage in any business or activity or own any assets other than (A) holding 100% of the Equity Interests of Gibraltar Holdings, (B) performing its obligations and activities incidental thereto under the Note Documents and the other Priority Lien Documents; and (C) making Restricted Payments to a Guarantor or the Company; (ii) convey, transfer, lease or license any of its assets to, any Person; or (iii) create or acquire any Subsidiary or make or own any Investment in any Person (other than any intercompany Investments to a Guarantor or the Company), in each case, after the Issue Date.

ARTICLE V.

SUCCESSORS

Section 5.01 Consolidation, Merger or Sale of Assets.

(a) The Company will not: (x) consolidate or merge with or into any Person; or (y) sell, convey, transfer or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, to any Person unless:

(1) ~~either (x)~~ the Company is the continuing Person or (y) the resulting, surviving or transferee Person (the “Surviving Company”) is a corporation, partnership (including a limited partnership), trust or limited liability company organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all of the obligations of its predecessor under this Indenture, the Notes, the Note Guarantees, the Security Documents and the other Note Documents, as applicable;;

(2) immediately after giving effect to the transaction, no Default has occurred and is continuing;

(3) immediately after giving effect to the transaction on a pro forma basis, the Company (~~or the Surviving Company, as applicable) (~~i) could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio Test or (ii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is at least equal to the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and

(4) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer ~~and the supplemental indenture (or other agreement or instrument, as applicable) (if any)~~ comply with this Indenture;

provided, that clauses (2) and (3) of this Section 5.01(a) shall not apply (i) to the consolidation, merger, sale, conveyance, transfer or other disposition of the Company with or into a Wholly Owned Restricted Subsidiary or the consolidation, merger, sale, conveyance, transfer or other disposition of a Wholly Owned Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a resolution of the Board of Directors of the Company, the sole purpose of the transaction is to change the jurisdiction of formation or incorporation of the Company, as applicable.

(b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

(1) consolidate or merge with or into any Person, or

(2) sell, convey, transfer or otherwise dispose of all or substantially all of the Guarantor’s assets, in one transaction or a series of related transactions, to any Person, unless:

(A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(B) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other agreement or instrument, as applicable) all of the obligations of the Guarantor under its Note Guarantee, the Security Documents and the other Note Documents; and immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) in a transaction or other circumstance that does not violate this Indenture.

Section 5.02 Successor Corporation Substituted.

Upon the consummation of any transaction effected in accordance with Section 5.01 hereof, if the Company is not the continuing Person, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Notes and the other Note Documents, as applicable, with the same effect as if such Successor Company had been named as the Company in this Indenture. Upon any such substitution in the case of the Company, except for its sale, conveyance, transfer or disposition of less than all its assets, the Company will be released from its obligations under this Indenture, the Notes and the other Note Documents.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default” with respect to the Notes:

(a) the Company defaults in the payment of the principal (and premium, if any) of any Note when the same becomes due and payable at final maturity, upon acceleration or redemption, or otherwise (other than pursuant to an offer to purchase pursuant to Section 4.10, 4.14, 4.17 and 4.18 );

(b) the Company defaults in the payment of interest on any Note when the same becomes due and payable, and the default continues for a period of 30 days;

(c) the Company fails to make a Change of Control Offer and thereafter accept and pay for Notes tendered when and as required pursuant to Section 4.14 hereof or the Company or any Guarantor fails to comply with Section 5.01 hereof;

(d) the Company or any Restricted Subsidiary defaults in the performance of or breach any other of its covenants or agreements in this Indenture, under the Notes or under the other Note Documents (other than a default specified in clause (a), (b) or (c) above) and the default or breach continues for a period of 60 consecutive days (or 90 consecutive days in the case of a failure to comply with Section 4.03 hereof) after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;

~~(e) there occurs with respect to any Debt of~~ ~~the Company or any of its Restricted Subsidiaries~~ having an outstanding principal amount of $75.0 million or more (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment on such Debt when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(e) the Company or any Restricted Subsidiary (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt or Guarantee (other than Debt hereunder) in each case having an aggregate principal amount of more than $75.0 million, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt or Guarantee was

created, (ii) fails to observe or perform any other agreement or condition relating to any such Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to permit the holder or holders of such Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Debt to become due prior to its stated maturity, or such Guarantee to become due or payable and such default or other event has not been waived with binding effect on all such holders or beneficiaries, or (iii) fails to observe or perform any agreement or condition relating to any such Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, as a result of which default or other event, the holder or holders of such Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) shall have caused, with the giving of notice if required, such Debt to become due prior to its stated maturity, or such Guarantee to become due or payable;

(f) one or more final judgments or orders for the payment of money are rendered against the Company or any of its Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes, in each case, the aggregate amount for such final judgments or orders outstanding and not paid or discharged against such Persons to exceed $75.0 million (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies), or its foreign currency equivalent, during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(g) the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(1) commences a voluntary case,

(2) consents to the entry of an order for relief against it in an involuntary case,

(3) consents to the appointment of a custodian of it or for all or substantially all of its property,

(4) makes a general assignment for the benefit of its creditors, or

(5) generally is unable to pay its debts as they become due;

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary in an involuntary case,

(2) appoints a custodian of the Company or any of its Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary, or

(3) orders the liquidation of the Company or any of its Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(i) any Note Guarantee ceases to be in full force and effect, other than in accordance the terms of this Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guarantee;

(j) the occurrence of the following:

(1) except as permitted by the Note Documents, any Note Document establishing the Priority Liens ceases for any reason to be enforceable; provided that it will not be an Event of Default under this clause (j)(1) if the sole result of the failure of one or more Note Documents to be fully enforceable is that any Priority Lien purported to be granted under such Note Documents on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $100.0 million, ceases to be an enforceable and perfected Priority Lien; provided that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 60 days after any Officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period;

(2) except as permitted by the Note Documents, any Priority Lien purported to be granted under any Note Document on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $100.0 million, ceases to be an enforceable and perfected first priority Lien, subject to Permitted Liens; provided that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 60 days after any Officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; and

(3) the Company or Guarantor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Company or Guarantor set forth in or arising under any Note Document establishing Priority Liens.

(k) (i) any termination of the Surety Transaction Support Agreement by any sureties signatory thereto, provided that such termination or terminations result in the Company or any of its Subsidiaries making payments or delivering collateral to such sureties beyond the collateral that such sureties are entitled to as of the Issue Date, and such payments or additional collateral are in excess of a Fair Market Value (or face value with respect to delivered letters of credit or guarantees) of $50.0 million in the aggregate, or (ii) any modification of the Surety Transaction Support Agreement materially adverse to the Company or any of its Subsidiaries; or

(l) the Company fails to comply with any obligation under the Transaction Support Agreement that survives or arises after the Issue Date (including any post-effective date covenant) and the default or breach continues for a period of 30 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes.

Section 6.02 Acceleration.

If an Event of Default (other than an Event of Default specified in Section 6.01(g) hereof or Section 6.01(h) hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(g) hereof or Section 6.01(h) hereof occurs with respect to the Company, the principal of and accrued interest on all of the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes and the Company and the Guarantors to the extent they provide guarantees for the Notes pursuant to Article X agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. THE COMPANY, AND TO THE EXTENT APPLICABLE, THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Company giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the Notes.

Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of Notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (except with respect to any indemnity offered to the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (c), (d), (e), (f) or (j) during the pendency of an Event of Default under clause (g) or (h) as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs.

For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction.

The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if:

(a) all existing Events of Default, other than the nonpayment of the principal of, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and

(b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(e) hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled, without any action by the Trustee or the Holders, if the Event of Default or payment default triggering such Event of Default pursuant to Section 6.01(e) hereof shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing on the Notes, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except as otherwise provided in Section 6.02 hereof and Section 9.02 hereof. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

this Indenture or the other Note Documents, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction (it being understood that the Trustee shall have no duty to determine whether any direction is prejudicial to any Holder). In addition, the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from the Holders. Neither the Trustee nor the Collateral Trustee shall be obligated to take any action at the direction of Holders of Notes unless such Holders have offered, and if requested, provided, to the Trustee and the Collateral Trustee indemnity or security satisfactory to the Trustee and the Collateral Trustee.

Section 6.06 Limitation on Suits.

A Holder of a Note may not institute any proceeding, judicial or otherwise, with respect to this Indenture, the Notes or the other Note Documents, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, the Notes or the other Note Documents, unless:

(a) the Holder of a Note has previously given to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in aggregate principal amount of outstanding Notes have made a written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under this Indenture;

(c) the Holders of the Notes have offered and, if requested, provided to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) during such 60-day period, the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders to Receive Payment.

Notwithstanding anything in this Indenture to the contrary, the right of any Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, shall not be impaired or affected without the consent of that Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or Section 6.01(b) hereof occurs and is continuing, the Trustee is authorized to recover a judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, if any, and interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

Subject to the Collateral Trust Agreement, if the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

First: to the Trustee and the Collateral Trustee, their respective agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Collateral Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, if any, respectively; and

Third: to the Company or the Guarantors or to such other party as a court of competent jurisdiction shall direct.

The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE VII.

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default that is actually known to a Responsible Officer of the Trustee:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations stated therein).

(c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraphs (b) or (e) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder has offered (and if requested, provided) to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties under this Indenture.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless a Responsible Officer has actual knowledge thereof and such Holders have offered, and if requested provided, to the Trustee indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default under the Notes unless written notice of such default or Event of Default from the Company or any Holder of Notes is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Trustee, and each agent, custodian and other Person employed to act hereunder.

(i) Before the Trustee acts or refrains from acting, it may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

(k) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any Governmental Authority; acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; accidents; labor disputes; and acts of civil or military authority.

(l) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(m) The Trustee shall have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or document, including without limitation, the Transaction Support Agreement and the Surety Transaction Support Agreement, other than this Indenture and the other Note Documents.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.08 and 7.09 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

cured, provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders. The Trustee will not be deemed to have knowledge of any Defaults or Events of Default unless written notice of an event, which is in fact a Default, has been delivered to the Trustee at its office specified in this Indenture and such notice references the Notes and the Indenture and states it is a “Notice of Default.”

Section 7.06 Compensation and Indemnity.

(a) The Company will pay to the Trustee and the Collateral Trustee from time to time such compensation as is agreed in writing to from time to time by the Company and the Trustee or Collateral Trustee, as applicable, for its acceptance of this Indenture and services hereunder. The Trustee’s and the Collateral Trustee’s compensation will not be limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee and the Collateral Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services except for any such disbursement, advance or expense as shall have been caused by the Trustee’s or Collateral Trustee’s gross negligence or willful misconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Trustee’s respective agents and counsel.

(b) The Company and the Guarantors, jointly and severally, will indemnify the Trustee and the Collateral Trustee (which for purposes of this Section 7.06(b) shall include each of their officers, directors, employees and agents) against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder and under the other Note Documents, except to the extent any such loss, liability or expense shall be determined to have been caused by the Trustee’s or Collateral Trustee’s, as the case may be, own gross negligence or willful misconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee and Collateral Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c) The obligations of the Company and the Guarantors under this Section 7.06 will survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee or the Collateral Trustee.

(d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. The Trustee’s and Collateral Trustee’s respective right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or Indebtedness of the Company.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f) “Trustee” or “Collateral Trustee” for purposes of this Section shall include any predecessor Trustee or Collateral Trustee; provided, however, that the gross negligence or willful misconduct of any Trustee or Collateral Trustee hereunder shall not affect the rights of any other Trustee or Collateral Trustee hereunder.

Section 7.07 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07.

(b) The Trustee may resign in writing at any time upon 30 days’ written notice to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee with respect to such Notes by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.09 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for the Notes for any reason, the Company will promptly appoint a successor Trustee of the Notes. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder of such Notes who has been a Holder for at least six months, fails to comply with Section 7.09 hereof, such Holder of such Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail or electronically send a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee.

Section 7.08 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.09 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

ARTICLE VIII.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or Section 8.03 hereof be applied to the outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Debt represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes and Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to such Notes under Article II and Section 4.02 hereof;

(3) the rights, powers, trusts, duties, immunities and indemnities of the Trustee and the Collateral Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Article VIII.

Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and Section 5.01(a)(3) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof with respect to the Notes, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c), (d), (e), (f), (i), (j), (k) and (l) hereof will not constitute Events of Default with respect to the Notes.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that:

(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default under the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt), and the granting of Liens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound;

(6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7) the Company must deliver to the Trustee and the Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

In addition, the Collateral will be released from the Lien securing the Notes, as provided in Section 12.04 hereof, in accordance with this Article VIII hereof.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Company from time to time upon the written request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

Subject to applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium on, if any, or interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium on, if any, or interest, if any, on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders.

(a) Notwithstanding Section 9.02 hereof, the Company, the Trustee and the Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes and the other Note Documents without notice to or the consent of any Holder of a Note:

(1) to cure any ambiguity, defect, omission or inconsistency in the Note Documents;

(2) to comply with the requirements of Section 5.01 hereof;

(3) to evidence and provide for the acceptance of an appointment by a successor Trustee;

(4) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

(5) to provide for any Guarantee of the Notes or to confirm and evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted by this Indenture;

(6) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture;

(7) (i) to conform to the provisions of the “Description of the New Peabody Notes” for the Initial Notes; or (ii) to conform the text of the Note Documents or any other such documents (in recordable form) as may be necessary or advisable (in the Company’s reasonable discretion) to preserve and confirm the relative priorities of the Secured Obligations and as such priorities are contemplated and set forth in the Collateral Trust Agreement;

(8) make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents, including to secure additional Priority Lien Debt;

(9) release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination;

(10) as provided in the Collateral Trust Agreement;

(11) in the case of any Note Document, to include therein any legend required to be set forth therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement;

(12) in the case of this Indenture, to make any amendment to the provisions relating to the transfer and legending of the Notes as permitted hereunder, including, without limitation, to facilitate the issuance and administration of the Notes; provided that compliance with this Indenture as so amended may not result in the Notes being transferred in violation of the Securities Act or any applicable securities laws;

(13) to comply with the rules of any applicable securities depositary;

(14) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA (if the Company elects to qualify this Indenture under the TIA); or

(15) to make any other change that does not materially and adversely affect the rights of any Holder of a Note, including, without limitation, any such change as may be required pursuant to Section 2(c) of the Transaction Support Agreement that may be set forth in an amendment or supplement to or

amendment and restatement of this Indenture accompanied by, in addition to the documents required by Section 9.05 and 13.02, an Officer’s Certificate of the Company stating that such changes are required by such Section 2(c) of the Transaction Support Agreement and do not materially and adversely affect the rights of any Holder of a Note.

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company, authorizing the execution of any such amended or supplemental indenture or amendment or supplement to any Note Document, and upon receipt by the Trustee and Collateral Trustee, if applicable of the documents described in Section 9.05 hereof, the Trustee shall and shall direct the Collateral Trustee to, if applicable, join with the Company and the Guarantors in the execution of any amended or supplemental indenture, or any supplement or amendment to any Note Document, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but each of the Trustee and Collateral Trustee shall not be obligated to enter into such amended or supplemental indenture or amendment or supplement to such Note Document that affects its own rights, duties or immunities under this Indenture, the Note Documents or otherwise.

Section 9.02 With Consent of Holders.

Except as provided below in this Section 9.02, the Company, the Trustee and Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes, and the other Note Documents with the consent of the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes, and, subject to Section 6.04 and Section 6.07 hereof, compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes in accordance with Section 6.04 hereof.

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if applicable, of the documents described in Section 9.05 hereof, the Trustee and Collateral Trustee, if applicable, shall join with the Company in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to such Note Document.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Subject to Section 6.04 and Section 6.07 hereof, the Holders of at least 66.67% in aggregate principal amount of the outstanding Notes may waive future compliance in a particular instance by the Company with any provision of this Indenture or the Notes.

Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10 or Section 4.14 or (iii) modify or change any provisions of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes.

Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note or waive the provisions with respect to the redemption of the Notes (other than the provisions described under Section 4.10 and 4.14);

(2) reduce the rate of or change the Stated Maturity of any interest payment on any Note;

(3) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the times at which any Note may be redeemed;

(4) after the time an offer to purchase pursuant to Section 4.10, 4.14, 4.17 and 4.18 hereof is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes or Note Guarantee, on or after the Stated Maturity thereof, or eliminate the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of any such payment;

(7) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or waiver;

(8) [reserved];

(9) make any change in any Note Guarantee that would adversely affect the Holder of Notes;

(10) modify or amend the provisions in this Indenture regarding the waiver of past Defaults and the waiver of certain covenants by the Holders of such Notes affected thereby, except to increase any percentage vote required or to provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each Note affected thereby, or

(11) modify or amend any of the above or this amendment and waiver provision.

Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment. In addition, neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of consent fee, pay down, future collateral, or otherwise, to any holder of Debt under the LC Agreement for or as an inducement to any consent, waiver, forbearance or amendment of any financial maintenance or minimum liquidity covenants included in the LC Agreement unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes on a pro rata basis.

For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Article IV hereof, in each case in accordance with the provisions governing such amendment or deletion contained in this Indenture, or action taken in compliance with such covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Section 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee and the Company receive written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date except to the extent that the requisite number of consents to the amendment, supplement or waiver have been obtained within such 90-day period or as set forth in the next paragraph of this Section 9.03.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (11) of Section 9.02 hereof, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the consenting Holder’s Note.

Section 9.04 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee, upon receipt of a Company Order, shall authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05 Trustee to Sign Amendments, etc.

The Trustee and Collateral Trustee shall sign any amended or supplemental indenture or amendment or supplement to a Note Document, as applicable, authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee. In executing any amended or supplemental indenture or amendment or supplement to any Note Document, the Trustee and Collateral Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officer’s Certificate of the Company and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture, the Collateral Trust Agreement and the other Note Documents and that all conditions precedent to the execution and delivery of such amendments or supplements have been satisfied.

Section 9.06 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article IX, this Indenture or the Notes shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE X.

NOTE GUARANTEES

Section 10.01 Guarantee.

(a) Subject to this Article X, each of the Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Trustee and each of their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, on, and interest (including interest accruing after the filing of any petition in bankruptcy or like proceeding relating to the Company or any other Guarantor, whether or not allowed in such proceeding), if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (including interest accruing after the filing of any petition in bankruptcy or like proceeding relating to the Company or any other Guarantor, whether or not allowed in such proceeding), if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders, the Trustee or the Collateral Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a continuing guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, marshaling, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be subject to any impairment, set off, defense, counterclaim or discharge except by complete performance of the obligations contained in the Notes and this Indenture. Without limiting the generality of the foregoing, this Note Guarantee and the obligations of each Guarantor hereunder shall not be affected by, and each Guarantor hereby waives all rights, claims or defenses that it might otherwise have with respect to:

(1) any renewal, extension or acceleration of, or any increase in the amount of the obligations hereunder, or any amendment, supplement, modification or waiver of, or any consent to departure from, this Indenture;

(2) any change, reorganization or termination of the corporate structure or existence of the Company or any other Guarantor or any of their Subsidiaries and any corresponding restructuring of the obligations hereunder; or

(3) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all Collateral securing, or purporting to secure, the Obligations hereunder or any other impairment of such Collateral.

(c) If any Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee, the Collateral Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that any right of subrogation, reimbursement or contribution it may have in relation to the Holders or in respect of any obligations guaranteed hereby shall be subordinated to, and shall not be enforceable until payment in full of, all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders, the Trustee or the Collateral Trustee under the Note Guarantee.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Restricted Subsidiary after the date of this Indenture, if required by Section 4.15 hereof, the Company will cause such Domestic Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

Section 10.04 Releases.

(a) The Note Guarantee and all other obligations under this Indenture of a Guarantor will terminate and be released: (a) in connection with a sale or other disposition (including by way of consolidation or merger or otherwise) of the Guarantor or the sale or other disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) in connection with a transaction or circumstance that does not violate this Indenture; (b) upon a disposition of the majority of the Capital Stock of the Guarantor to a third Person in connection with a transaction or circumstance that does not violate this Indenture, after which the Guarantor is no longer a Restricted Subsidiary; or (c) upon a liquidation or dissolution of the Guarantor so long as no Default occurs as a result thereof, if its assets are distributed to the Company or another Guarantor; (d) in

connection with the designation by the Company in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with this Indenture; or (e) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of this Indenture pursuant to Article XI hereof.

(b) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that such sale or other disposition was made in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or such Note Guarantee is to be released pursuant to the provisions of Section 10.04(a) and the documents required by Section 13.02 hereof, the Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from all of its obligations under its Note Guarantee and this Indenture. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations it has guaranteed pursuant to this Article X.

ARTICLE XI.

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture will be discharged with respect to the Notes and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and interest, if any, to the date of maturity or redemption;

(2) in respect of subclause (B) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and/or any similar deposit relating to other Debt and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Debt, and in each case the granting of Liens to secure such borrowings);

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes; and

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee and the Collateral Trustee stating that all conditions precedent to satisfaction and discharge (and any related release of Collateral) have been satisfied. The Collateral will be released from the Lien securing the Notes, as provided in Section 12.04 hereof in accordance with this Article XI.

Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive with respect to the Notes. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money or Government Securities deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium on, if any, or interest, if any, on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE XII.

COLLATERAL AND SECURITY

Section 12.01 Security Interest.

The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents.

Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Company and the Grantors consents and agrees to be bound by the terms of the Security Documents to which it is a party, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith.

The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Company will take, and will cause the Guarantors and the Company’s Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Section 12.02 Collateral Trust Agreement.

This Article XII and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Each of the Company and the other Grantors has consented to, and has agreed to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement, (b) authorizes and instructs the Trustee, on behalf of each holder of Obligations, to execute and deliver the Collateral Trust Agreement (and to direct the Collateral Trustee to execute and deliver the Collateral Trust Agreement), to appoint the Collateral Trustee thereunder, and to perform its obligations thereunder as Priority Lien Representative and (c) authorizes and instructs the Collateral Trustee to execute, deliver and perform its obligations under the Security Documents.

Section 12.03 Collateral Trustee.

(1) Wilmington Trust, National Association acts as the Priority Collateral Trustee for the benefit of the Holders of the Notes and all other Priority Lien Obligations outstanding from time to time.

(2) Wilmington Trust, National Association acts as the Junior Collateral Trustee for the benefit of the holders of the Junior Lien Obligations outstanding from time to time.

(3) Neither the Company nor any of its Affiliates may act as Collateral Trustee.

(4) Each of the Priority Collateral Trustee and the Junior Collateral Trustee will hold (directly or through co-trustees or agents), and will be entitled to enforce, all Liens on the Collateral at any time held by it created by the relevant Security Documents.

(5) Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Secured Parties in accordance with the Collateral Trust Agreement (or, following a standstill period in accordance with the Collateral Trust Agreement, as directed by the Required Junior Lien Debtholders in accordance with the Collateral Trust Agreement), the Collateral Trustee is not obligated:

(A) to act upon directions purported to be delivered to it by any Person;

(B) to foreclose upon or otherwise enforce any Lien; or

(C) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral.

The Company will deliver to each Secured Debt Representative copies of all Security Documents delivered to the Collateral Trustee acting for the benefit of such Secured Debt Representative.

Section 12.04 Release of Liens on Collateral.

The Collateral Trustee’s Liens on the Collateral will be released in any one or more of the circumstances described in the Collateral Trust Agreement.

Section 12.05 Release of Liens in Respect of Notes.

The Collateral Trustee’s Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Holders and such Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged:

(1) upon the satisfaction and discharge of this Indenture, in accordance with Article XI hereof;

(2) upon a Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof;

(3) upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged;

(4) in whole or in part, with the consent of the Holders of the requisite percentage of the Notes in accordance with Article IX hereof; or

(5) with respect to the assets of any Guarantor, at the time such Guarantor is released from its Note Guarantee in accordance with Section 10.04.

Section 12.06 Equal and Ratable Sharing of Collateral by Holders of Priority Lien Debt.

Notwithstanding:

(1) anything to the contrary contained in the Security Documents;

(2) the time of Incurrence of any Series of Priority Lien Debt or Series of Junior Lien Debt;

(3) the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt;

(4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral;

(5) the time of taking possession or control over any Collateral;

(6) that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or

(7) the rules for determining priority under any law governing relative priorities of Liens:

(A) all Priority Liens granted at any time by the Company or any Guarantor will secure, equally and ratably, all present and future Priority Lien Obligations (including the Notes, if any, that remain outstanding following the offering); and

(B) all proceeds of all Priority Liens granted at any time by the Company or any Guarantor will be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations.

In addition, this Section 12.06 is intended for the benefit of, and shall be enforceable as a third party beneficiary by, each present and future Holder of Priority Lien Obligations, each present and future Priority Lien Representative and the Collateral Trustee as holder of Priority Liens. The Priority Lien Representative of each future Series of Priority Lien Debt shall be required to deliver a Lien sharing and priority confirmation to the Collateral Trustee and the Trustee at the time of Incurrence of such Series of Priority Lien Debt.

Section 12.07 Relative Rights

Nothing in this Indenture or the Security Documents will:

(1) impair, as to the Company and the Holders, the obligation of the Company to pay principal of, premium and interest on the Notes in accordance with their terms or any other obligation of the Company or any other Grantor;

(2) affect the relative rights of Holders as against any other creditors of the Company or any other Grantor (other than holders of Priority Liens or Junior Liens);

(3) restrict the right of any Holder to xxx for payments that are then due and owing (but not enforce any judgment in respect thereof against any Collateral to the extent specifically prohibited by the Collateral Trust Agreement);

(4) restrict or prevent any Holder or other Priority Lien Obligations, the Priority Collateral Trustee or any Priority Lien Representative from exercising any of its rights or remedies upon a Default or Event of Default not specifically restricted or prohibited by the Collateral Trust Agreement; or

(5) restrict or prevent any holder of Junior Lien Obligations, the Junior Collateral Trustee or any Junior Lien Representative from taking any lawful action in an Insolvency or Liquidation Proceeding not specifically restricted or prohibited by the Collateral Trust Agreement.

Section 12.08 Further Assurances; Insurance.

The Company and each of the other Grantors will do or cause to be done all acts and things that may be required, or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the Secured Parties, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets that are acquired or otherwise become, or are required by any Secured Debt Document to become, Collateral after the Notes are issued), in each case, as contemplated by, and with the Lien priority required under, the Secured Debt Documents.

The Company and each of the other Grantors will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of the Secured Parties; it being understood that none of the Collateral Trustee or any Secured Debt Representative shall have a duty to so request.

The Company and the other Grantors will:

(1) keep their properties adequately insured at all times by financially sound and reputable insurers;

(2) maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by them;

(3) maintain such other insurance as may be required by law; and

(4) maintain such other insurance as may be required by the Security Documents.

Upon the request of the Collateral Trustee, the Company and the other Grantors shall furnish to the Collateral Trustee full information as to their property and liability insurance carriers.

Section 12.09 Intercreditor Agreement

The Collateral Trustee and the Trustee, as applicable, are hereby directed and authorized to enter into any intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the Incurrence of any Secured Debt, including to clarify the respective rights of all parties in and to designated assets. The Collateral Trustee and Trustee, as applicable, shall enter into any intercreditor agreement at the request of the Company, provided that (in the case of such intercreditor agreement) the Company shall have delivered to the Collateral Trustee and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the Notes and the Security Documents. The Collateral Trustee and the Trustee, as applicable, each agrees to execute and deliver any amendment to, waiver of, or supplement to any Security Document or intercreditor agreement authorized pursuant to Article IX.

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Section 12.10 Trustee Duties.

(a) Pursuant to the Collateral Trust Agreement, Wilmington Trust, National Association has been appointed to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Document for the Notes without the written direction of the Holders and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Company signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee ~~and~~or Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Company, upon delivery to the Trustee ~~and~~or Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied.

(b) Neither the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

(c) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture are extended to the Trustee when acting under the Collateral Trust Agreement and the other Note Documents on behalf of the Holders.

(d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral.

(e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Secured Parties, the Trustee, in its capacity as Priority Lien Representative, shall be entitled to seek the direction of Holders of the Notes. Subject to the next succeeding sentence, if the minimum consent or directions of Holders for such action required by Sections 6.05 or 9.02 or otherwise under this Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee (i) directing such Act of Required Secured Parties and (ii) notifying the Collateral Trustee of the aggregate principal amount of the Notes consenting or directing such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding aggregate principal amount of the Notes), which upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liability or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if the requested action requires the consent or direction of each Holder of the Notes affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee in such Act of Required Secured Parties unless a

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unanimous consent is obtained for the Holders of the Notes. For purposes of determining the consent or direction of Holders for an action under the Collateral Trust Agreement that requires an Act of Required Secured Parties, the Notes registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding and neither the Company nor any Affiliate of the Company will be entitled to vote such Notes and the Company shall notify the Trustee and the Collateral Trustee in writing whether any Notes are owned by it or any of its Affiliates.

ARTICLE XIII.

MISCELLANEOUS

Section 13.01 Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company:

Peabody Energy Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxx

Fax: (000) 000-0000

With a copy to:

Chief Legal Officer

Fax: (000) 000-0000

With a copy to:

Xxxxx Day

00 Xxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxxxxx X. Xxxxxxx, Esq.

Fax: (000) 000-0000

If to the Trustee:

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: Peabody Energy Corporation Notes Administrator

Facsimile: (000) 000-0000

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or e-mail; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or otherwise sent in accordance with the Applicable Procedures. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

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If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Notwithstanding any other provisions of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary.

Section 13.02 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officer’s Certificate (which must include the statements set forth in Section 13.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel (which must include the statements set forth in Section 13.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.03 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.04 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.05 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes, the Note Guarantees, this Indenture, or any other Note Documents or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.06 Governing Law; Jurisdiction.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

103

The Company and the Guarantors agree that any suit, action or proceeding against the Company or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Company or the Guarantors, as the case may be, are subject by a suit upon such judgment.

Section 13.07 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.08 Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture and of any entity that becomes a Guarantor upon execution of a supplemental indenture with the Trustee will bind its successors, except as otherwise provided in Section 10.04 hereof.

Section 13.09 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.10 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, PDF transmission, email or other electronic means shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF, email or other electronic means shall be deemed to be their original signatures for all purposes.

Section 13.11 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Xxxxxxx 00.00 XXX Xxxxxxx Xxx.

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

104

Section 13.13 Waivers of Jury Trial.

EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.

[Signatures on following page]

105

SIGNATURES


Dated as of ~~January 29~~[ ], 2021

	PEABODY ENERGY CORPORATION

	By:
		Name: Xxxxx X. Xxxxxxxx
		Title: Vice President and Treasurer

Signature Page to Indenture


		AMERICAN LAND DEVELOPMENT, LLC
		AMERICAN LAND HOLDINGS OF COLORADO, LLC
		AMERICAN LAND HOLDINGS OF ILLINOIS, LLC
		AMERICAN LAND HOLDINGS OF INDIANA, LLC
		AMERICAN LAND HOLDINGS OF KENTUCKY, LLC
		BIG RIDGE, INC.
		BTU WESTERN RESOURCES, INC.
		COALSALES II, LLC
		CONSERVANCY RESOURCES, LLC
		EL SEGUNDO COAL COMPANY, LLC
		HAYDEN GULCH TERMINAL, LLC
		HILLSIDE RECREATIONAL LANDS, LLC
		KAYENTA MOBILE HOME PARK, INC.
		KENTUCKY UNITED COAL, LLC
		MOFFAT COUNTY MINING, LLC
		NEW MEXICO COAL RESOURCES, LLC
		PEABODY AMERICA, LLC
		PEABODY ARCLAR MINING, LLC
		PEABODY ASSET HOLDINGS, LLC
		PEABODY BEAR RUN MINING, LLC
		PEABODY BEAR RUN SERVICES, LLC
		PEABODY CABALLO MINING, LLC
		PEABODY CARDINAL GASIFICATION, LLC
		PEABODY CHINA, LLC
		PEABODY COALSALES, LLC
		PEABODY COALTRADE, LLC
		PEABODY COLORADO OPERATIONS, LLC
		PEABODY COLORADO SERVICES, LLC
		PEABODY COULTERVILLE MINING, LLC
		PEABODY DEVELOPMENT COMPANY, LLC
		PEABODY ELECTRICITY, LLC
		PEABODY EMPLOYMENT SERVICES, LLC
		PEABODY GATEWAY NORTH MINING, LLC
		PEABODY GATEWAY SERVICES, LLC
		PEABODY GLOBAL FUNDING, LLC
		PEABODY HOLDING COMPANY, LLC
		PEABODY IC FUNDING CORP.
		PEABODY ILLINOIS SERVICES, LLC
		PEABODY INDIANA SERVICES, LLC
		PEABODY INTERNATIONAL INVESTMENTS, INC.
		PEABODY INTERNATIONAL SERVICES, INC.
		PEABODY MIDWEST MANAGEMENT SERVICES, LLC
		PEABODY MIDWEST MINING, LLC
		PEABODY MIDWEST OPERATIONS, LLC
		PEABODY MIDWEST SERVICES, LLC
		PEABODY MONGOLIA, LLC
		PEABODY NATURAL GAS, LLC

Signature Page to Indenture


		PEABODY NATURAL RESOURCES COMPANY
		PEABODY NEW MEXICO SERVICES, LLC
		PEABODY OPERATIONS HOLDING, LLC
		PEABODY POWDER RIVER MINING, LLC
		PEABODY POWDER RIVER OPERATIONS, LLC
		PEABODY POWDER RIVER SERVICES, LLC
		XXXXXXX XXXXX MOUNTAIN MANAGEMENT SERVICES, LLC
		XXXXXXX XXXXX MOUNTAIN SERVICES, LLC
		PEABODY SCHOOL CREEK MINING, LLC
		PEABODY SERVICES HOLDINGS, LLC
		PEABODY TWENTYMILE MINING, LLC
		PEABODY VENEZUELA COAL CORP.
		PEABODY VENTURE FUND, LLC
		PEABODY WILD BOAR MINING, LLC
		PEABODY WILD BOAR SERVICES, LLC
		PEABODY XXXXXXXX FORK MINING, LLC
		PEABODY WYOMING SERVICES, LLC
		PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
		PEC EQUIPMENT COMPANY, LLC
		SAGE CREEK HOLDINGS, LLC
		SAGE CREEK LAND & RESERVES, LLC
		SENECA PROPERTY, LLC
		SHOSHONE COAL CORPORATION
		TWENTYMILE COAL, LLC
		UNITED MINERALS COMPANY, LLC



By:
		Name: Xxxx X. Xxxxxx
		Title: Secretary

Signature Page to Indenture


PEABODY INVESTMENTS CORP.

By:
	Name:	Xxxxx X. Xxxxxx
	Title:	Senior Vice President &
		General Counsel – Corporate &
		Assistant Secretary

BIG SKY COAL COMPANY
NGS ACQUISITION CORP., LLC
PEABODY SAGE CREEK MINING, LLC
PEABODY SOUTHEAST MINING, LLC
PEABODY WESTERN COAL COMPANY

By:
	Name:	Xxxxxxxxxxx X. Xxxxxxxxxx
	Title:	Secretary

SENECA COAL COMPANY, LLC

By:
	Name:	Xxxxxxx X. Xxxx
	Title:	President

PEABODY INTERNATIONAL HOLDINGS, LLC

By:	Peabody Investments Corp., as its sole member

By:
	Name:	Xxxxx X. Xxxxxx
	Title:	Senior Vice President &
		General Counsel – Corporate &
		Assistant Secretary

Signature Page to Indenture


WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee

By:
		Name: Xxxxx Xxxxxxxx
		Title: Banking Officer

Signature Page to Indenture

Face of Note

CUSIP ____________

ISIN________

8.500% Senior Secured Notes due 2024


No. _________		$___________

PEABODY ENERGY CORPORATION

promises to pay to or registered assigns,

the principal sum of DOLLARS [as the same may be revised on the Schedule of Exchanges of Interests in the Global Note attached hereto] on December 31, 2024.

Interest Payment Dates: June 30 and December 31

Record Dates: June 15 and December 15

Dated: , 20[ ]

[Signature Pages Follow]

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PEABODY ENERGY CORPORATION
By:
		Name:
		Title:

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This is one of the Notes referred to

in the within-mentioned Indenture

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee


By:
		Authorized Signatory

Dated:

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Back of Note

8.500% Senior Secured Notes due 2024

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. The Company promises to pay or cause to be paid interest on the principal amount of this Note at 8.500% per annum from , until maturity. Subject to the provisions of the Indenture, Cash Interest will accrue on the Interest Accrual Base of the Notes at the rate of 6.000% per annum from the Issue Date, or from the most recent date after the Issue Date to which interest has been paid or provided for. Cash Interest will be payable semiannually in arrears on June 30 and December 31 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). In addition, PIK Interest will accrue on the Interest Accrual Base of Notes at the rate of 2.500% per annum from the Issue Date, or from the most recent date after the Issue Date to which interest has been paid or provided for. PIK Interest will be payable semiannually in arrears on the Interest Payment Date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be June 30, 2021. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 2.000% per annum higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

For the avoidance of doubt, interest that is payable as PIK Interest may not be paid in cash and all interest payable at final maturity, upon redemption or repurchase shall be paid in cash.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest), if any, to the Persons who are registered Holders of Notes at the close of business on the June 15 or December 15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Paying Agent and Registrar, or, at the option of the Company, payment of Cash Interest, if any, may be made by check mailed or electronically sent to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and Cash Interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

PIK Interest on the Notes will be payable (x) with respect to notes represented by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the relevant record date, by increasing the principal amount of such Global Notes and the Trustee will, upon Company Order, increase the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) and (y) with respect to Notes represented by certificated Notes, by issuing Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00), and the Trustee

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will, upon the written order of the Company, authenticate and deliver such Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Following an increase in the principal amount of any outstanding Global Notes as a result of a payment of PIK Interest, such Global Note will bear interest on such increased principal amount from and after the date of such payment. Any Notes representing PIK Interest issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All certificated Notes representing PIK Interest will mature on December 31, 2024 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated Notes representing PIK Interest will be issued with the description “PIK” on the face of such Note, but shall be treated for all purposes under the Indenture with the same rights and obligations as the Notes.

(3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

(4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the Notes under an Indenture dated as of January 29, 2021 (the “Indenture”) between the Company and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Company. The Notes are secured by substantially all the assets of the Company and the Guarantors pursuant to the terms of the Security Documents referred.

(5) OPTIONAL REDEMPTION. The Notes are subject to optional redemption by the Company as provided in Section 3.07 of the Indenture.

(6) REPURCHASE AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control, the Company will be required to make an offer to repurchase the Notes as provided in Section 4.14 of the Indenture. Following the occurrence of certain Asset Sales, the Company may be required to offer to repurchase the Notes as required in Section 4.10 of the Indenture. In addition, in connection with the Issue Date Offer or a Debt Repurchase Mandatory Offer, the Company will be required to make an offer to repurchase the Notes as provided in Section 4.17 or Section 4.18 of the Indenture, as applicable.

(7) NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail or electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be electronically sent or mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles VIII or XI thereof. Notes and portions of Notes selected will be in minimum principal amounts of $1.00 or whole multiples of $1.00 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

(8) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that after the first interest payment date, the Notes will be in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company or the Registrar need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

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(9) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(10) AMENDMENT, SUPPLEMENT AND WAIVER. The Notes are subject to the amendment, supplement and waiver provisions set forth in Article IX of the Indenture.

(11) DEFAULTS AND REMEDIES. The Events of Default and remedies of the Holders pertaining to the Notes are set forth in Article VI of the Indenture.

(12) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(13) NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(14) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(15) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(16) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(17) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Peabody Energy Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

A-6

ASSIGNMENT FORM

To assign this Note, fill in the form below:


(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10, 4.14, 4.17 or 4.18 of the Indenture, check the appropriate box below:

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10, Section 4.14, 4.17 or 4.18 of the Indenture, state the amount you elect to have purchased:


Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

		Tax Identification No.:

Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:


Date of Exchange or Payment of PIK Interest		Amount of decrease in Principal Amount of this Global Note		Amount of increase in Principal Amount of this Global Note		Principal Amount of this Global Note following such decrease (or increase)		Signature of authorized officer of Trustee or Custodian

*	This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Peabody Energy Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attn: Peabody Energy Corporation Notes Administrator

Re: Peabody Senior Secured Notes

Reference is hereby made to the Indenture, dated as of January 29, 2021 (the “Indenture”), between Peabody Energy Corporation and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act

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3. ☐ Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(1) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(2) ☐ such Transfer is being effected to the Company or a subsidiary thereof;

(3) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

(4) ☐ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(1) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(2) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

B-2

(3) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.



	[Insert Name of Transferor]

	By:
		Name:
		Title:
Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.	The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP ), or

(ii)

☐ Regulation S Global Note (CUSIP ), or

(iii)

☐ IAI Global Note (CUSIP ); or

(b)

☐ a Restricted Definitive Note

2.	After the Transfer the Transferee will hold:

[CHECK ONE]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP ), or

(ii)

☐ Regulation S Global Note (CUSIP ), or

(iii)

☐ IAI Global Note (CUSIP ); or

(iv)

☐ Unrestricted Global Note (CUSIP ); or

(b)

☐ a Restricted Definitive Note; or

(c)

☐ an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Peabody Energy Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attn: Peabody Energy Corporation Notes Administrator

Re: Peabody Senior Secured Notes

(CUSIP [ ])

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(1) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(2) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(3) ☐Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the

C-1

Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(4) ☐ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(1) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(2) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note, ☐ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor

C-2


By:
		Name:
		Title:

Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Peabody Energy Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attn: Peabody Energy Corporation Notes Administrator

Re: Peabody Senior Secured Notes

Reference is hereby made to the Indenture, dated as of January 29, 2021 (the “Indenture”), among Peabody Energy Corporation and Wilmington Trust, National Association, as trustee and as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $ aggregate principal amount of:

(1) ☐ a beneficial interest in a Global Note, or

(2) ☐ a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

D-1

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


[Insert Name of Accredited Investor]

By:
		Name:
		Title:

Dated:

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of January 29, 2021 (the “Indenture”) between Peabody Energy Corporation, or its permitted successor (the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, and interest, if any, on, the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee and the Collateral Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes, the Trustee and the Collateral Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.


[NAME OF GUARANTORS]

By:
		Name:
		Title:

E-1

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , among , a subsidiary of Peabody Energy Corporation (or its permitted successor) (the “Guaranteeing Subsidiary”), Peabody Energy Corporation, a Delaware corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 29, 2021 providing for the issuance of 8.500% Senior Secured Notes due 2024 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.

3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, Security Documents or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

F-1

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

8. RATIFICATION OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

F-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:


[GUARANTEEING SUBSIDIARY]

By:
		Name:
		Title:

PEABODY ENERGY CORPORATION
By:
		Name:
		Title:

[EXISTING GUARANTORS]
By:
		Name:
		Title:

WILMINGTON TRUST, NATIONAL ASSOCIATION As Trustee
By:
		Name:
		Title:

X-0

Xxxxxxx 0

Xxxxxxxxxx Xxxxx Xxxxxxxxx

XXX XX HOLDINGS LLC

and

PIC AU HOLDINGS CORPORATION

10.000% SENIOR SECURED NOTES DUE 2024

INDENTURE

Dated as of January 29, 2021

Amended and Restated as of [ ], 2021

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

TABLE OF CONTENTS


		Page
ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions		1
Section 1.02	Other Definitions		2829
Section 1.03	Rules of Construction		2830

ARTICLE II.
THE NOTES

Section 2.01	Form and Dating		2930
Section 2.02	Execution and Authentication		3031
Section 2.03	Registrar and Paying Agent		3031
Section 2.04	Paying Agent to Hold Money in Trust		3032
Section 2.05	Holder Lists		3132
Section 2.06	Transfer and Exchange		3132
Section 2.07	Replacement Notes		4041
Section 2.08	Outstanding Notes		4041
Section 2.09	Treasury Notes		4041
Section 2.10	Temporary Notes		4142
Section 2.11	Cancellation		4142
Section 2.12	Defaulted Interest		4142

ARTICLE III.
REDEMPTION AND PREPAYMENT

Section 3.01	Notices to Trustee		4143
Section 3.02	Selection of Notes to Be Redeemed or Purchased		4243
Section 3.03	Notice of Redemption		4243
Section 3.04	Effect of Notice of Redemption		4344
Section 3.05	Deposit of Redemption or Purchase Price		4344
Section 3.06	Notes Redeemed or Purchased in Part		4345
Section 3.07	Optional Redemption		4345
Section 3.08	No Mandatory Redemption or Sinking Fund		4445
Section 3.09	Offer to Purchase by Application of Excess Proceeds		4445

ARTICLE IV.
COVENANTS

Section 4.01	Payment of Notes		4547
Section 4.02	Maintenance of Office or Agency		4647
Section 4.03	Reports		4647
Section 4.04	Compliance Certificate		4849
Section 4.05	Taxes		4850
Section 4.06	Stay, Extension and Usury Laws		4850

TABLE OF CONTENTS

(continued)


		Page
Section 4.07	Restricted Payments		4850
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries		5051
Section 4.09	Incurrence of Debt and Issuance of Disqualified Stock or Preferred Stock		5153
Section 4.10	Asset Sales		5455
Section 4.11	Transactions with Affiliates		5557
Section 4.12	Liens		5658
Section 4.13	Corporate Existence		5758
Section 4.14	Offer to Repurchase Upon Change of Control		5759
Section 4.15	Note Guarantees		5860
Section 4.16	Excess Cash Flow		5960
Section 4.17	Wilpinjong Mandatory Offer		6163
Section 4.18	Term Loan Repayment Offer		6365
Section 4.19	Main Issuer Activities		6466
Section 4.20	Co-Issuer Activities		6567
Section 4.21	PIC Acquisition Activities		6567
Section 4.22	Changes in Covenants if Notes Are Rated Investment Grade		6567
Section 4.23	Obligation to Maintain Ratings		6567
Section 4.24	Sale and Lease-Backs		68
Section 4.25	Amendments or Waivers of Organizational Documents		68

ARTICLE V.
SUCCESSORS

Section 5.01	Consolidation, Merger or Sale of Assets		6668

ARTICLE VI.
DEFAULTS AND REMEDIES

Section 6.01	Events of Default		6669
Section 6.02	Acceleration		6871
Section 6.03	Other Remedies		7073
Section 6.04	Waiver of Past Defaults		7173
Section 6.05	Control by Majority		7173
Section 6.06	Limitation on Suits		7173
Section 6.07	Rights of Holders to Receive Payment		7174
Section 6.08	Collection Suit by Trustee		7274
Section 6.09	Trustee May File Proofs of Claim		7274
Section 6.10	Priorities		7275
Section 6.11	Undertaking for Costs		7275

ARTICLE VII.
TRUSTEE

Section 7.01	Duties of Trustee		7375
Section 7.02	Rights of Trustee		7376

TABLE OF CONTENTS

(continued)


		Page
Section 7.03	Individual Rights of Trustee		7577
Section 7.04	Trustee’s Disclaimer		7577
Section 7.05	Notice of Defaults		7577
Section 7.06	Compensation and Indemnity		7578
Section 7.07	Replacement of Trustee		7678
Section 7.08	Successor Trustee by Merger, etc.		7779
Section 7.09	Eligibility; Disqualification		7779

ARTICLE VIII.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance		7779
Section 8.02	Legal Defeasance and Discharge		7779
Section 8.03	Covenant Defeasance		7780
Section 8.04	Conditions to Legal or Covenant Defeasance		7880
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions		7981
Section 8.06	Repayment to the Issuers		7982
Section 8.07	Reinstatement		7982

ARTICLE IX.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders		8082
Section 9.02	With Consent of Holders		8183
Section 9.03	Revocation and Effect of Consents		8285
Section 9.04	Notation on or Exchange of Notes		8385
Section 9.05	Trustee to Sign Amendments, etc.		8385
Section 9.06	Effect of Supplemental Indentures		8386

ARTICLE X.
NOTE GUARANTEES
Section 10.01	Guarantee		8386
Section 10.02	Limitation on Guarantor Liability		8587
Section 10.03	Execution and Delivery of Note Guarantee		8587
Section 10.04	Releases		8588

ARTICLE XI.
SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge		8688
Section 11.02	Application of Trust Money		8689

iii

TABLE OF CONTENTS

(continued)


		Page
ARTICLE XII.
COLLATERAL AND SECURITY

Section 12.01	Security Interest		8789
Section 12.02	Collateral Trust Agreement and Other Agreements		8790
Section 12.03	Collateral Trustee		8890
Section 12.04	Release of Liens on Collateral		8891
Section 12.05	Release of Liens in Respect of Notes		8891
Section 12.06	Equal and Ratable Sharing of Collateral by Holders of Priority Lien Debt		8991
Section 12.07	Relative Rights		8992
Section 12.08	Further Assurances; Insurance		9092
Section 12.09	Intercreditor Agreement		9093
Section 12.10	Trustee Duties		9093

ARTICLE XIII.
MISCELLANEOUS

Section 13.01	Notices		9294
Section 13.02	Certificate and Opinion as to Conditions Precedent		9395
Section 13.03	Statements Required in Certificate or Opinion		9395
Section 13.04	Rules by Trustee and Agents		9396
Section 13.05	No Personal Liability of Directors, Officers, Employees and Stockholders		9396
Section 13.06	Governing Law; Jurisdiction		9396
Section 13.07	No Adverse Interpretation of Other Agreements		9496
Section 13.08	Successors		9496
Section 13.09	Severability		9496
Section 13.10	Counterpart Originals		9497
Section 13.11	Table of Contents, Headings, etc.		9497
Section 13.12	USA Patriot Xxx		0000
Section 13.13	Waivers of Jury Trial		9497

EXHIBITS


Exhibit A		FORM OF NOTE
Exhibit B		FORM OF CERTIFICATE OF TRANSFER
Exhibit C		FORM OF CERTIFICATE OF EXCHANGE
Exhibit D		FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E		FORM OF NOTATION OF GUARANTEE
Exhibit F		FORM OF SUPPLEMENTAL INDENTURE
Exhibit G		AGREED SECURITY PRINCIPLES

INDENTURE dated as of January 29, 2021 among PIC AU Holdings LLC, a Delaware limited liability company (the “Main Issuer”), PIC AU Holdings Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Main Issuer, the “Issuers”), Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and Peabody Energy Corporation, a Delaware corporation (on a limited basis, to the extent of its obligations specifically set forth herein), and amended and restated as of [ ], 2021 pursuant to that certain First Supplemental Indenture, dated as of [ ], 2021.

The Issuers and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 10.000% Senior Secured Notes due 2024 (the “Notes”):

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions.

“Acquired Debt” means Debt of a Person existing at the time the Person is acquired by, or merges with or into, the Main Issuer or any Subsidiary or becomes a Subsidiary, whether or not such Debt is Incurred in connection with, or in contemplation of, the Person being acquired by or merging with or into or becoming a Subsidiary.

“Act of Required Secured Parties” means, as to any matter at any time:

(1)

until the Discharge of Priority Lien Obligations, a direction in writing delivered to the Priority Collateral Trustee by or with the written consent of the holders of (or the Priority Lien Representatives representing the holders of) Priority Lien Debt representing more than 50% of the aggregate outstanding principal amount of Priority Lien Debt; and

(2)

For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, the Issuers or any Affiliate of the Issuers will be deemed not to be outstanding and neither the Issuers nor any Affiliate of the Issuers will be entitled to vote such Secured Debt (in each case, as identified in writing to the Collateral Trustee by the applicable Secured Debt Representative) and (b) votes will be determined in accordance with the provisions of the Collateral Trust Agreement.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, such specified Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and a Person shall be presumed to “control” another Person if (A) the first Person either (i) is the Beneficial Owner, directly or indirectly, of 35% or more of the total voting power of the Voting Stock of such specified Person or (ii) ~~(x)~~ is the Beneficial Owner, directly or indirectly, of 10% or more of the total voting power of the Voting Stock ~~of such specified Person and (y) has the right to appoint or nominate, or has an officer or director that is, at least one member of the Board of Directors~~ of such specified Person, or (B) if the specified Person is a limited liability company, the first Person is the managing member. “Controlled” has a meaning correlative thereto.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Agreed Security Principles” means the agreed security principles attached as Exhibit G hereto.

“Applicable Premium” means with respect to any Note on any redemption date the greater of (A) 1% of the then outstanding principal amount of such Note and (B) the excess (if any) of (a) the present value at such redemption date of (1) the redemption price of such Note at January 30, 2023, as set forth in the table in Section 3.07 hereof) plus (2) all required interest payments due on such Note from the redemption date through January 30, 2023 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate with respect to such redemption date plus 50 basis points over (b) the principal amount of such Note. The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

“Asset Sale” means any sale, lease (other than operating leases or Finance Leases entered into in the ordinary course of a Permitted Business), transfer or other disposition of any assets by the Issuers or any Subsidiary ~~outside of the ordinary course of business~~, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

(1)

[reserved];

(2)

the sale or discount of accounts receivable by Wilpinjong Opco or any of its Subsidiaries arising in the ordinary course of business in connection with the compromise or collection thereof;

(3)

a transaction covered by Section 5.01 hereof;

(4)

a Restricted Payment permitted under Section 4.07 hereof or a Permitted Investment;

(5)

any transfer of property or assets that consists of grants by Wilpinjong Opco or any of its Subsidiaries in the ordinary course of business of licenses or sub-licenses, including with respect to intellectual property rights that, in the reasonable judgment of the Main Issuer, is no longer useful in its business;

(6)

[reserved];

(7)

[reserved];

(8)

~~foreclosure of assets of any Subsidiary to the extent not constituting a Default~~[reserved];

(9)

the sale or other disposition of cash or Cash Equivalents pursuant to transactions permitted under this Indenture (including Permitted Investments) or otherwise in the ordinary course of business;

(10)

[reserved];

(11)

(12)

the issuance of Disqualified Stock or Preferred Stock pursuant to Section 4.09 hereof;

(13)

(a) the sale of damaged, obsolete, unusable or worn out equipment or equipment that is no longer needed in the conduct of the business of Wilpinjong Opco and its Subsidiaries and (b) sales of inventory, used or surplus equipment or reserves and dispositions related to the burn-off of mines;

(14)

dispositions by Wilpinjong Opco or any of its Subsidiaries of assets by virtue of an asset exchange or swap with a third party in any transaction (a) with an aggregate Fair Market Value less than or equal to $15.0 million, (b) involving a coal-for-coal swap, (c) to the extent that an exchange is for Fair Market Value and for credit against the purchase price of similar replacement property or (d) consisting of a coal swap involving any Real Property;

~~(15)~~

~~any disposition in a transaction or series of related transactions of assets with a Fair Market Value of less than $5.0~~ ~~million; provided that the aggregate Fair Market Value of all dispositions made pursuant to this subclause (15)~~ ~~shall be less than $15.0~~ ~~million; and~~

~~(16)~~

~~exchanges and relocation of easements for pipelines, oil and gas infrastructure and similar arrangements in the ordinary course of business.~~

(15)

[reserved];

(16)

(i) the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests, (ii) exchanges and relocation of easements for pipelines, oil and gas infrastructure and similar arrangements in the ordinary course of business and (iii) any lease, sublease or license of assets (with Wilpinjong Opco or a Subsidiary as the lessor, sublessor or licensor) in the ordinary course of business;

(17)

(18)

the unwinding or termination of any hedging obligations or cash management obligations.

“Attributable Debt” means, at any date, in respect of Finance Leases of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared in accordance with GAAP.

“Bank Products Obligations” means any and all obligations of any Issuer arising out of (a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from the deposit accounts of any Issuer now or hereafter maintained with any of such lenders or their affiliates, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, (c) any other treasury, deposit, disbursement, overdraft, and cash management services afforded to the applicable Issuer by any of such lenders or their affiliates, and (d) stored value card, commercial credit card and merchant card services.

“Bankruptcy Code” means Title 11 of the United States Code, as amended or any similar federal or state law for the relief of debtors.

“Bankruptcy Law” means the Bankruptcy Code and any federal, state or foreign law for the relief of debtors.

amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

“Board of Directors” means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or any manager thereof; and

(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Expenditure” means any expenditure that, in accordance with GAAP, is or should be included in “purchase of property and equipment” or similar items, or which should otherwise be capitalized, reflected in the consolidated statement of cash flows of the Main Issuer and its Subsidiaries; provided that Capital Expenditure shall not include any expenditure (i) for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Insurance/Condemnation Proceeds or with Net Cash Proceeds or (ii) which constitute a Permitted Investment.

“Capital Stock” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)

“Cash Equivalents” means:

(1)

U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding two years from the date of acquisition;

(2)

(3)

commercial paper maturing within 364 days from the date of acquisition thereof and having, at such date of acquisition, ratings of at least A-1 by S&P or P-1 by Moody’s;

(4)

(5)

(6)

(7)

(8)

in the case of a Foreign Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts business.

“Casualty Event” means any event that gives rise to the receipt by the Main Issuer or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, assets or Real Property (including any improvements thereon) to replace or repair such equipment, assets or Real Property.

“Change of Control” means:

(1)

the sale, lease, transfer, or conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Main Issuer and its Subsidiaries and/or Co-Issuer, taken as a whole, to any “person” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act);

(2)

any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 5035% of the total voting power of the Voting Stock of (i) the Main Issuer or any direct or indirect parent of the Main Issuer and/or (ii) Co-Issuer or any direct or indirect parent of Co-Issuer;

(3)

individuals who on the Issue Date constituted the Boards of Directors of (i) the Main Issuer or any direct or indirect parent of the Main Issuer and/or (ii) Co-Issuer or any direct or indirect parent of Co-Issuer, together with any new directors whose election by the Boards of Directors or whose nomination for election by the holders of the Voting Stock of any of such entities was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Boards of Directors of any of such entities then in office;

(4)

the adoption of a plan relating to the liquidation or dissolution of any Issuer;

(5)

the failure of the Main Issuer to own 100% of the Capital Stock of PIC Acquisition;

(6)

the failure of Peabody Investments Corp. to own 100% of the Capital Stock of the Main Issuer; or

(7)

the failure of PIC Acquisition to own 100% of the Capital Stock of Wilpinjong Opco.; or

(8)

a “Change of Control” as defined in the Term Loan Agreement.

Notwithstanding the preceding, a conversion of the Main Issuer or any of its Subsidiaries or Co-Issuer or any direct or indirect parent of the Main Issuer or any direct or indirect parent of Co-Issuer from a limited partnership, corporation, limited liability company or other form of entity to a limited partnership, corporation, limited liability company or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests for another form of entity shall not constitute a Change of Control, so long as following such transaction the “persons” (as that term is used in Section 13(d) of the Exchange Act) who Beneficially Owned the Voting Stock of the Main Issuer or Co-Issuer, as the case may be, immediately prior to such transaction continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no “person,” Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

“Clearstream” means Clearstream Banking, S.A.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means (i) 100% of the Capital Stock of PIC Acquisition owned by the Main Issuer, which constitutes 100% of all Capital Stock issued by PIC Acquisition and (ii) all other property subject or purported to be subject, from time to time, to a Lien under any Security Document.

“Collateral Trust Agreement” means that certain collateral trust agreement to be dated the Issue Date, by and among the Issuers, the Priority Lien Collateral Trustee, the Junior Lien Collateral Trustee and the Trustee.

“Collateral Trust Joinder” means, with respect to the provisions of the Collateral Trust Agreement relating to the addition of additional obligations, an agreement substantially in the form attached to the Collateral Trust Agreement.

“Collateral Trustee” means each of (i) the Priority Collateral Trustee and (ii) the Junior Collateral Trustee.

“Commission” or “SEC” means the Securities and Exchange Commission.

“common equity,” when used with respect to a contribution of capital to the Main Issuer, means a capital contribution to the Main Issuer in a manner that does not constitute Disqualified Equity Interests.

“Common Stock” means Capital Stock not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all Capital Expenditures of the Main Issuer and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, for the Main Issuer and its Subsidiaries on a consolidated basis, the net income (or loss) attributable to the Main Issuer and the Subsidiaries for that period, determined in accordance with GAAP, excluding, without duplication:

(1)

non-cash compensation expenses related to Common Stock and other equity securities issued to employees;

(2)

extraordinary or non-recurring gains and losses;

(3)

[reserved];

(4)

income or losses from discontinued operations or disposal of discontinued operations ~~or costs and expenses associated with the closure of any mines~~ (including any reclamation or disposal obligations);

(5)

any non-cash impairment charge or asset write-off, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(6)

net unrealized gains or losses resulting in such period from non-cash foreign currency remeasurement gains or losses;

(7)

net unrealized gains or losses resulting in such period from the application FASB ASC 815. Derivatives and Hedging, in each case, for such period;

(8)

non-cash charges including non-cash charges due to cumulative effects of changes in accounting principles; and

(9)

any net income (or loss) of the Main Issuer or a Subsidiary for such period that is not a Subsidiary or that is accounted for by the equity method of accounting to the extent included therein; ~~provided that Consolidated Net Income of the Main Issuer shall be increased by the amount of~~except to the extent that any such income is received in the form of cash dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the Main Issuer or a Subsidiary thereof in respect of such period.

“Consolidated Net Tangible Assets” means, as of any particular time, the total of all the assets appearing on the most recent consolidated balance sheet prepared in accordance with GAAP of the Main Issuer and its Subsidiaries as of the end of the last fiscal quarter for which financial information is available (less applicable reserves and other properly deductible items) after deducting from such amount:

(1)

all current liabilities, including current maturities of long-term debt and current maturities of obligations under Finance Leases (other than any portion thereof maturing after, or renewable or extendable at the Issuers’ option or the option of the relevant Subsidiary beyond, twelve months from the date of determination); and

(2)

the total of the net book values of all of the Issuers’ assets and the assets of their respective Subsidiaries properly classified as intangible assets under GAAP (including goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets).

“Consolidated Total Debt” means, as of the date of determination, an amount equal to the sum (without duplication) of (1) the aggregate amount of all outstanding Debt of the Main Issuer and its Subsidiaries on a consolidated basis plus (2) the aggregate amount of all outstanding Disqualified Stock of the Main Issuer and its Subsidiaries, on a consolidated basis, with the amount of such Disqualified Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Price.

“Controlling Representative” means at any time (i) prior to the Discharge of Priority Lien Obligations, each of the Term Loan Agent and the Trustee and (ii) after the Discharge of Priority Lien Obligations, the Junior Lien Representative.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.01 hereof or such other address as to which the Trustee may give notice to the Issuers.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Debt” means, with respect to any Person, without duplication,

(1)

all indebtedness of such Person for borrowed money;

(2)

(3)

(4)

(5)

the Attributable Debt of such Person in respect of Finance Leases;

(6)

all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed; ~~and~~

(7)

all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person.; and

(8)

net obligations of such Person under any Hedging Agreement;

provided that in no event shall Debt include (i) asset retirement obligations, (ii) obligations (other than obligations with respect to Debt for borrowed money or other Funded Debt) related to surface rights under an agreement for the acquisition of surface rights for the production of coal reserves in the ordinary course of business in a manner consistent with historical practice of the Main Issuer and its Subsidiaries and (iii) Non-Finance Lease Obligations.

The amount of Debt of any Person will be deemed to be:

(a)

(b)

with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(c)

[reserved]; and

(d)

otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value or cash flows of which (or any material portion thereof) are materially affected by the value or performance of the Notes or the creditworthiness of any one or more of the Issuers (the “Performance References”).

“Discharge of Priority Lien Obligations” means the occurrence of all of the following:

(1)

[reserved];

(2)

with respect to each Series of Priority Lien Debt, either (x) payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt of such Series or (y) there has been a legal defeasance or covenant defeasance pursuant to the terms of the applicable Priority Lien Documents for such Series of Priority Lien Debt; and

(3)

payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

(1)

(2)

are convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

(a)

are no more favorable to the holders of such Equity Interests than the provisions of this Indenture under Sections 4.10 and 4.14 hereof, and

(b)

specifically state that repurchase or redemption pursuant thereto will not be required prior to the Issuers’ repurchase of the Notes as required by this Indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“EBITDA” means, with respect to any specified Person for any period, the sum of, without duplication:

(1)

Consolidated Net Income; plus

(2)

Fixed Charges, to the extent deducted in calculating Consolidated Net Income; plus

(3)

to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Main Issuer and its Subsidiaries in conformity with GAAP (and without duplication):

(a)

the provision for Taxes based on income, profits or capital, including, without limitation, ~~state~~ franchise and similar Taxes; plus

(b)

(c)

any expenses, costs or charges related to any ~~Equity Offering,~~ Permitted Investment, acquisition, disposition, recapitalization or Debt permitted to be incurred by this Indenture (whether or not successful); plus

(d)

all non-recurring or unusual losses, charges and expenses (and less all non-recurring or unusual gains); plus

(e)

all non-cash charges and expenses, including start-up and transition costs, business optimization expenses and other non-cash restructuring charges; plus

(f)

the non-cash portion of “straight-line” rent expense; plus

(g)

(h)

any debt extinguishment costs; plus

(i)

(j)

net after-tax losses attributable to ~~asset sales~~Asset Sales, and net after-tax extraordinary losses; plus

(k)

(a) xxxx-to-market gains (and less any xxxx-to-market losses) relating to any Hedging Agreement and (b) any xxxx-to-market losses attributed to short positions in any actual or synthetic forward sales contracts relating to coal or any other similar device or instrument or other instrument classified as a “derivative” pursuant to FASB ASC Topic No. 815, Derivatives and Hedging; plus

(l)

commissions, premiums, discounts, fees or other charges relating to performance bonds, bid bonds, appeal bonds, surety bonds, reclamation and completion guarantees and other similar obligations; plus

(m)

Transaction Costs;

provided that, with respect to any Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Subsidiary’s net income was included in calculating Consolidated Net Income;

minus

(1)

(a)

(b)

the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense; and

(c)

net after-tax gains attributable to Asset Sales, and net after-tax extraordinary gains.

“Environmental Laws” means all laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the Environment or human health and safety, the preservation, restoration or reclamation of natural resources, or the presence, use, storage, discharge, management, release or threatened release of any pollutants, contaminants or hazardous or toxic substances, wastes or material or the effect of the Environment on human health and safety.

“Equity Offering” means an offer and sale of Qualified Stock of the Main Issuer after the Issue Date other than (i) an issuance registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant to employee benefit plans or otherwise relating to compensation to officers, directors or employees and (ii) issuances to the Main Issuer or any Subsidiary of the Main Issuer.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Excess Cash Flow” means, for any period, an amount (if positive) equal to, without duplication:

(a)

the amount for such period, as reflected in the Main Issuer’s and its Subsidiaries’ consolidated cash flow statement for the relevant period, of net cash provided by/used in operating activities (as determined in accordance with GAAP);

minus

(b)

the sum, without duplication, of the amounts for such period paid from Internally Generated Cash of:

(1)

scheduled repayments of Debt for borrowed money (excluding repayments of revolving loans except to the extent the applicable revolving commitments are permanently reduced in connection with such repayments) and scheduled repayments of Finance Lease Obligations (excluding any Interest Expense portion thereof),

(2)

total Consolidated Capital Expenditures, provided that total Consolidated Capital Expenditures shall be capped at $25.0 million per calendar year beginning with calendar year 2022,

(3)

Permitted Investments (other than any Investment in (i) the Main Issuer or any of its Subsidiaries or (ii) cash or Cash Equivalents),

(4)

[reserved],

(5)

[reserved],

(6)

scheduled federal coal lease expenditures, and

(7)

[reserved].

As used in clause (1) above, “scheduled repayments of Debt” does not include (x) repurchases of Term Loans pursuant to the Term Loan Agreement and (y) repayments or redemptions, as applicable, of Notes, the Term Loans, or any other Debt with the cash proceeds of any Permitted Refinancing Debt.

“Excess Cash Flow Period” means (i) initially, the period commencing on February 1, 2021 and ending on June 30, 2021 and (ii) each six-month period ending on every June 30 and December 31 of the Main Issuer thereafter.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any property, the price that could be negotiated in an arm’s-length transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction, or, where the price is established by an existing contract, the contract price. Fair Market Value shall be determined, except as otherwise provided, (a) if such property has a Fair Market Value equal to or less than $5.0 million, by any Officer; or (b) if such property has a Fair Market Value in excess of $5.0 million, by at least a majority of the disinterested members of the Board of Directors of the Main Issuer and evidenced by a resolution of the Board of Directors delivered to the Trustee.

“Finance Lease” means, as applied to any Person, any lease of any property (whether real personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be accounted for as a finance lease on the balance sheet of that Person.

“Finance Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.

“Fixed Charges” means, with respect to any specified Person for any period, the sum of:

(1)

Interest Expense for such period; and

(2)

the product of

(a)

cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified Stock of the Main Issuer or any Preferred Stock of a Subsidiary, except for dividends payable in the Main Issuer’s Qualified Stock or paid to the Main Issuer or to a Subsidiary; and

(b)

“Funded Debt” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent;

(1)

in respect of borrowed money or advances; or

(2)

For the avoidance of doubt, “Funded Debt” shall not include cash management obligations.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Grantor” means the Issuers and any other Person (if any) that at any time provides collateral security for any Secured Obligations.

“Guarantee” by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing any Debt or other obligation of any other Person (the “primary obligor”), whether directly or indirectly, and including any written obligation of the guarantor, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or advance or supply funds for the purchase of) any security for the payment thereof, (b) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (c) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” has the meaning assigned to it in Section 4.15 of this Indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement, interest rate future agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement designed to protect against or mitigate interest rate risk, (ii) any foreign exchange forward contract, currency swap agreement, futures contract, option contract, synthetic cap or other agreement or arrangement designed to protect against or mitigate foreign exchange risk or (iii) any commodity or raw material, including coal, futures contract, commodity hedge agreement, option agreement, any actual or synthetic forward sale contract or other similar device or instrument or any other agreement designed to protect against or mitigate raw material price risk (which shall for the avoidance of doubt include any forward purchase and sale of coal for which full or partial payment is required or received).

“Holder” means a Person in whose name a Note is registered.

“Indenture” means this Indenture, as amended or supplemented from time to time, including by the First Supplemental Indenture, dated as of [ ], 2021.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Subsidiary of or merges with an Issuer or any Subsidiary of an Issuer on any date after the date of this Indenture, the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.09 hereof, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 hereof.

“Insolvency or Liquidation Proceeding” means:

(1)

any voluntary or involuntary case commenced by or against any Issuer or any other Grantor under Title 11, U.S. Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization, receivership, liquidation or adjustment or marshalling of the assets or liabilities of any Issuer or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Issuers or any other Grantor or any similar case or proceeding relative to any Issuer or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2)

any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Issuer or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3)

any other proceeding of any type or nature in which substantially all claims of creditors of any Issuer or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Interest Expense” means, for any period, the consolidated interest expense (net of any interest income) of the Main Issuer and its Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the Main Issuer or its Subsidiaries, without duplication, (i) interest expense attributable to Finance Leases, (ii) amortization of debt discount and debt issuance costs, (iii) capitalized interest, (iv) non-cash interest expense, (v) any of the above expenses with respect to Debt of another Person Guaranteed by the Main Issuer or any of its Subsidiaries and (vi) any yields or other charges or other amounts comparable to, or in the nature of, interest payable by the Main Issuer or any Subsidiary under any receivables financing, but excluding (a) amortization of deferred financing charges incurred in respect of the Notes, any credit facility and any other Funded Debt, and (b) the write off of any deferred financing fees or debt discount, all as determined on a consolidated basis and in accordance with GAAP. Interest Expense shall be determined for any period after giving effect to any net payments made or received and costs incurred by the Issuers and their Subsidiaries with respect to any related interest rate Hedging Agreement permitted hereunder.

“Internally Generated Cash” means, with respect to any period, any cash of the Main Issuer or any Subsidiary generated during such period, excluding Net Cash Proceeds and any cash that is generated from an Incurrence of Debt, any Equity Offering or other issuance of Equity Interests or a capital contribution.

“Interest Payment Date” means March 31, June 30, September 30 and December 31 with the first Interest Payment Date being March 31, 2021.

“Investment” means:

(1)

any advance, loan or other extension of credit to another Person (but excluding (i) advances to customers, suppliers, Joint Venture partners or the like in the ordinary course of business that are,

in conformity with GAAP, recorded as accounts receivables, prepaid expenses or deposits on the balance sheet of the Main Issuer or its Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business, (ii) commission, travel and similar advances to officers and employees made in the ordinary course of business and (iii) advances, loans or extensions of trade credit in the ordinary course of business by the Main Issuer or any of its Subsidiaries);

(2)

any capital contribution to another Person, by means of any transfer of cash or other property or in any other form;

(3)

(4)

any Guarantee of any Debt or Disqualified Stock of another Person.; or

(5)

the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.

If the Main Issuer or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Main Issuer, all remaining Investments of the Main Issuer and the Subsidiaries in such Person shall be deemed to have been made at such time. The acquisition by the Main Issuer or any Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Person or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person on the date of such acquisition.

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB– (or the equivalent) by S&P.

“Issue Date” means January 29, 2021.

“Issuers” has the meaning assigned to it in the preamble of this Indenture.

“Issuers Order” means a written request or order signed on behalf of the Issuers by any Officer of each of the Issuers and delivered to the Trustee.

“Joint Venture” means any Person in which any Subsidiary holds an ownership interest (a) that is not a Subsidiary and (b) of which such Subsidiary is a general partner or joint venturer.

“Junior Collateral Trustee” means Wilmington Trust, National Association, in its capacity as collateral trustee for the Junior Lien Representative and the other Junior Lien Secured Parties under the Collateral Trust Agreement, together with its successors in such capacity.

“Junior Lien” means a Lien on Collateral granted by a Junior Lien Security Document to the Junior Collateral Trustee, at any time, upon any property of the Issuers or any Guarantors to secure Junior Lien Obligations.

“Junior Lien Cap” means the amount of “Priority Lien Debt” that may be Incurred by Peabody under the “Priority Lien Cap” in the Peabody 2024 Notes Indenture (each as defined in the Peabody 2024 Notes Indenture) or such lesser amount of such Indebtedness that is permitted to be outstanding as of the date of any determination under any Priority Lien Document.

“Junior Lien Debt” means Funded Debt of Peabody ~~under the Peabody 2024 Notes, the Peabody L/C Facility (and any letter of credit and reimbursement obligations with respect thereto), the Peabody Credit Agreement and the Peabody Existing Indenture~~ so long as such notes or facility is secured by a Junior Lien permitted to be so secured under each applicable Secured Debt Document; provided, that all relevant requirements set forth in the Collateral Trust Agreement are complied with.

“Junior Lien Documents” means, collectively, any indenture, credit agreement or other agreement pursuant to which any Junior Lien Debt is incurred and the Junior Lien Security Documents.

“Junior Lien Intercreditor Agreement” means that certain Collateral Trust Agreement, dated as of April 3, 2017 (as amended or otherwise modified), among Peabody, the other grantors party thereto, Wilmington Trust, National Association, as priority collateral trustee and junior lien collateral trustee, and the representatives of the Junior Lien Debt.

“Junior Lien Representative” means Wilmington Trust, National Association in its capacity as “Priority Lien Collateral Trustee” under the Junior Lien Intercreditor Agreement.

“Junior Lien Secured Parties” means the Junior Lien Representative and the other holders of Junior Lien Obligations.

“Junior Lien Security Documents” means all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Issuers creating (or purporting to create) a Lien upon Collateral in favor of the Junior Collateral Trustee, for the benefit of any of the Junior Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the Collateral Trust Agreement.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, preferential right or option, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease (or other lease in respect of a Non-Finance Lease Obligation) constitute a Lien.

“Liquidity Amount” means, with respect to Wilpinjong Opco and its Subsidiaries on a consolidated basis as of such date of determination the amount of unrestricted cash and Cash Equivalents.

“LTM EBITDA” means, as applicable, total consolidated EBITDA for the Main Issuer and its Subsidiaries for an LTM Period.

“LTM Period” means, with respect to any 12-month measurement period, the most recently completed four consecutive fiscal quarters of the Main Issuer and its Subsidiaries, ending as of the last day of the most recently completed fiscal quarter for which internal financial statements are available and considered as one period.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References or (ii) the value of which generally decreases, or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

case, as amended, modified or replaced from time to time so long as the amended, modified or new arrangements, taken as a whole at the time such arrangements are entered into, are not materially less favorable to the Main Issuer and its Subsidiaries than those in effect on the Issue Date.

“Maximum Amount” shall mean the least of (i) the sum of the aggregate principal amount of notes as may be outstanding at any time plus accrued and unpaid interest up to that time and the aggregate Debt outstanding under the Term Loan Facility at any time plus accrued and unpaid interest up to that time, (ii) the maximum amount of “Restricted Payments” (as defined in the Peabody Existing Indenture), if any, that Peabody may be permitted under the Peabody Existing Indenture to utilize for purposes of issuing Peabody 2024 Notes pursuant to the Wilpinjong Mandatory Offer and the requirement to offer to exchange and issue Debt for the Term Loan Facility in the form of term loans under the Peabody L/C Agreement, in each case as of any date of determination, (iii) to the extent the Wilpinjong Mandatory Offer may result in any Lien (as defined in the Peabody Existing Indenture), the maximum amount of Permitted Liens (as defined in the Peabody Existing Indenture) that may take the form of any such Lien and (iv) the maximum amount of “Investments” (as defined in the Peabody Credit Agreement), if any, that Peabody may be permitted to utilize for purposes of issuing Peabody 2024 Notes pursuant to the Wilpinjong Mandatory Offer and the requirement to offer to exchange and issue Debt for the Term Loan Facility in the form of term loans under the Peabody L/C Agreement, in each case as of any date of determination.

“Mine” means any excavation or opening into the earth now and hereafter made from which coal is or can be extracted from any of the Real Properties, together with access and other rights appurtenant thereto, and all tangible property located on, in, or under all or any part of such Real Property that is used or useful in connection Mining Operations.

“Mining Laws” means any and all applicable federal, state, local and foreign statutes, laws, regulations, legally-binding guidance, ordinances, rules, judgments, permits, grants, licenses, orders, decrees or common law causes of action relating to Mining Operations and activities.

“Mining Lease” means a lease, license or other use agreement which provides the Main Issuer or any Subsidiary the Real Property and water rights, other interests in land, including coal, mining, and surface rights, easements, rights of way and options, and rights to timber and natural gas (including coalbed methane and gob gas) necessary or integral in order to recover coal from any Mine. Leases (other than Finance Leases or operating leases of personal property even if such personal property would become fixtures) which provide the Main Issuer or any other Subsidiary the right to construct and operate a conveyor, crusher plant, silo, load out facility, rail spur, shops, offices and related facilities on the surface of the Real Property containing such reserves shall also be deemed a Mining Lease.

“Mining Operations” means (a) the removal of coal and other minerals from the natural deposits or from waste or stock piles by any surface or underground mining methods; (b) operations or activities conducted underground or on the surface associated with or incident to the preparation, development, operation, maintenance, opening and reopening of an underground or surface mine storage or stockpiling of mined materials, backfilling, sealing and other closure procedures related to a mine or the movement, assembly, disassembly or staging of any mining equipment; (c) milling; (d) coal preparation, coal processing or testing; (e) coal refuse disposal, coal fines disposal or the operation and maintenance of impoundments; (f) the operation of any mine drainage system; (vii) reclamation activities and operations; or (g) the operation of coal terminals, river or rail load-outs or any other transportation facilities.

“Moody’s” means Xxxxx’x Investors Service, Inc. and its successors.

(1)

(2)

provisions for Taxes as a result of such Asset Sale taking into account the consolidated results of operations of the Main Issuer and its Subsidiaries;

(3)

payments required to be made to holders of minority interests in Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold; and

(4)

Any Cash or Cash Equivalents received by the Main Issuer or any of its Subsidiaries in respect of any Casualty Event shall be deemed to be Net Cash Proceeds of an Asset Sale, and such Net Cash Proceeds shall be applied in accordance with Section 4.10 hereof.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any cash payments or proceeds received by the Main Issuer or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of the Main Issuer or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by the Main Issuer or any of its Subsidiaries in connection with the adjustment or settlement of any claims of the Main Issuer or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

“Net Short” means, with respect to a Holder, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions, as supplemented by the 2019 Narrowly Tailored Credit Event Supplement) to have occurred with respect to any Issuer immediately prior to such date of determination.

“Non-Finance Lease Obligation” means a lease obligation that is not required to be accounted for as a Finance Lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Documents” means this Indenture, the Notes, the Junior Lien Intercreditor Agreement and the Security Documents.

“Note Guarantee” means the guarantee of the Notes by a Guarantor pursuant to this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Main Issuer that meets the requirements of Section 13.03 hereof.

“Opinion of Counsel” means an opinion to the Trustee from legal counsel that meets the requirements of Section 13.03 hereof. The counsel may be an employee of or counsel to the Issuers or any Subsidiary of the Issuers.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-US jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Peabody” means Peabody Energy Corporation, a Delaware corporation.

“Peabody 2024 Notes” means the 8.500% senior secured notes due 2024 issued by Peabody.

“Peabody 2024 Notes Indenture” means that certain indenture, to be dated as of the Issue Date, among Peabody, as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee.

“Peabody Credit Agreement” means that certain Credit Agreement, dated as of April 3, 2017 among Peabody, as borrower, JPMorgan Chase Bank N.A., as administrative agent, and the lenders from time to time party thereto, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent or lenders or another administrative agent or agents or other lenders).

“Peabody Existing Indenture” means that certain indenture, dated as of February 15, 2017, by and between Peabody Securities Finance Corporation, a Delaware corporation (“PSFC”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Peabody Existing Trustee”), as amended, modified or otherwise supplemented by (i) that certain supplemental indenture, dated as of April 3, 2017, among Peabody, PSFC, the subsidiary guarantors party thereto and the Peabody Existing Trustee, (ii) that certain supplemental indenture, dated as of May 7, 2018, among Peabody, NGS Acquisition Corp., LLC and the Peabody Existing Trustee, (iii) that certain supplemental indenture, dated as of August 9, 2018, between Peabody and the Peabody Existing Trustee, (iv) that certain supplemental indenture, dated as of December 7, 2018, among Peabody, Peabody Southeast Mining, LLC, and the Peabody Existing Trustee, (v) that certain supplemental indenture, dated as of January 8, 2021, between Peabody and the Peabody Existing Trustee, and (vi) that certain supplemental indenture, dated as of the Issue Date, between Peabody and the Peabody Existing Trustee, and any further amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof.

“Peabody Investments Corp.” means Peabody Investments Corp., a Delaware corporation.

“Peabody L/C Agreement” means that certain Credit Agreement, dated as of the Issue Date, among Peabody, as borrower, JPMorgan Chase N.A., as administrative agent, and the lenders from time to time party thereto, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent or lenders or another administrative agent or agents or other lenders).

“Peabody L/C Facility” means the letter of credit facility evidenced by the Peabody L/C Agreement, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent or lenders or another administrative agent or agents or other lenders).

“Permitted Investments” means:

(1)

any Investment in the Main Issuer or its Subsidiaries;

(2)

any Investment in cash or Cash Equivalents;

(3)

[reserved];

(4)

~~Investments received as non-cash consideration in an asset sale made pursuant to and in compliance with Section~~ ~~4.10 hereof~~[reserved];

(5)

[reserved];

(6)

[reserved];

(7)

(i) receivables owing to Wilpinjong Opco or any of its Subsidiaries if created or acquired in the ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, and (iii) securities, instruments or other obligations received by Wilpinjong Opco or any of its Subsidiaries in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments;

(8)

[reserved];

(9)

[reserved];

(10)

to the extent they involve an Investment, extensions of credit or letters of support to lessors, customers, suppliers and Joint Venture partners in the ordinary course of business, in each case, by Wilpinjong Opco or its Subsidiaries;

(11)

[reserved];

(12)

[reserved];

(13)

(i) Investments of Wilpinjong Opco or any of its Subsidiaries in the nature of Production Payments, royalties, dedication of reserves under supply agreements or similar or related rights or interests granted, taken subject to, or otherwise imposed on properties, (ii) cross charges, Liens or security arrangements entered into in respect of a Joint Venture for the benefit of a participant, manager or operator of such Joint Venture, in each case, consistent with normal practices in the mining industry or (iii) payments or other arrangements whereby Wilpinjong Opco or any of its Subsidiaries provides a loan, advance payment or guarantee in return for future coal deliveries consistent with normal practices in the mining industry;

(14)

(i) promissory notes and other similar non-cash consideration received by Wilpinjong Opco or any of its Subsidiaries in connection with Asset Sales not otherwise prohibited under this Indenture and (ii) Investments of Wilpinjong Opco or any of its Subsidiaries received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary

course of business of the Issuers, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, (B) litigation, arbitration or other disputes or (C) the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment;

(15)

(16)

Investments of any Subsidiary made pursuant to surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds, related letters of credit and similar obligations are permitted under this Indenture and relate solely to the Mining Operations of Wilpinjong Opco and its Subsidiaries;

(17)

Investments (including debt obligations and Capital Stock) of Wilpinjong Opco or any of its Subsidiaries received in satisfaction of judgments or in connection with the bankruptcy or reorganization of suppliers and customers of the Main Issuer and its Subsidiaries and in settlement of delinquent obligations of, and other disputes with, such customers and suppliers arising in the ordinary course of business;

(18)

Investments of Wilpinjong Opco or any of its Subsidiaries consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(19)

Investments resulting from pledges and deposits permitted under the definition of “Permitted Liens;”

(20)

Investments of Wilpinjong Opco or any of its Subsidiaries consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds and completion guarantees and similar obligations under any Mining Law or Environmental Law or with respect to workers’ compensation benefits, in each case entered into solely with respect to the Mining Operations of Wilpinjong Opco and its Subsidiaries in the ordinary course of business, and pledges or deposits made in the ordinary course of business in support of obligations under existing coal sales contracts (and extensions or renewals thereof on similar terms); and

(21)

[reserved].

“Permitted Liens” means

(1)

Priority Liens held by the Collateral Trustee securing (i) Debt under the Term Loan Facility Incurred pursuant to Section 4.09(b)(1) hereof and ~~other~~all related Priority Lien Obligations ~~and~~, (ii) Debt represented by the Notes outstanding on the Issue Date incurred pursuant to clause (2) of the definition of Permitted Debt and all related Priority Lien Obligations and (iii) any other Priority Lien Obligations;

(2)

Junior Liens on the Collateral of the Issuers and any Guarantors held by the Junior Collateral Trustee securing Junior Lien Debt in an aggregate principal amount at any time not exceeding the Junior Lien Cap as of such date and all related Junior Lien Obligations;

(3)

Liens existing on the Issue Date with respect to the Equity Interests of the Issuers and arising as a result of the pledge of such Equity Interests under the Priority Lien Security Documents (as defined in the Peabody 2024 Notes Indenture);[reserved];

(4)

(5)

Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens and other similar Liens, on the property of Wilpinjong Opco or any of its Subsidiaries arising in the ordinary course of business of such entity and with respect to amounts which are not yet delinquent or are being contested in good faith by appropriate proceedings;

(6)

Liens to secure the performance of bids, trade contracts and leases (other than Debt), reclamation bonds, insurance bonds, statutory obligations, surety and appeal bonds, performance bonds, bank guarantees and letters of credit and other obligations of a like nature incurred in the ordinary course of business of Wilpinjong Opco or any of its Subsidiaries;

(7)

Liens for taxes, assessments or governmental charges or levies on the property of the Main Issuer or any Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

(8)

surface use agreements, easements, rights-of-way, zoning restrictions, encroachments, leases, subleases, licenses, other restrictions and other similar encumbrances, pipelines, special assessments, trackage rights, transmission and transportation lines related to Mining Leases, mineral rights or other Real Property (including any re-conveyance obligations to a surface owner following mining, royalty payments) and other obligations under surface owner purchase or leaseholder arrangements necessary to obtain surface disturbance rights to access the subsurface coal deposits and similar encumbrances on Real Property imposed by law or which do not in any case materially detract from the value or impairs the use of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and none of which is violated by the existing structures, land use, or operations;

(9)

Liens on the property of Wilpinjong Opco or any of its Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of business by such Person, in favor of the landlord under such lease or sublease, securing the tenant’s performance and payment of lease or royalty payments under such lease or sublease, as such Liens are provided to the landlord under applicable law and not waived by the landlord and not yet due and payable;

(10)

customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments;

(11)

Liens on assets of Wilpinjong Opco or any of its Subsidiaries pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

(12)

judgment Liens that are being contested in good faith by appropriate legal proceedings and for which adequate reserves have been made;

(13)

Liens in favor of the Wilpinjong Mine Customer pursuant to any agreement in effect on the Issue Date and any amendment, modification, restatement, extension, renewal or replacement of such agreement that is no less favorable in any material respect to the Holders than the agreement in effect on the Issue Date;

(14)

[reserved];

(15)

(16)

~~[reserved]~~Liens securing Debt and Financing Obligations permitted under Section 4.09(b)(8) hereof solely to extent securing such Debt and Financing Obligations;

(17)

Liens on property of a Person at the time such Person becomes a Subsidiary, provided that such Liens were not created in contemplation thereof ~~and~~, do not extend to any other property of the Main Issuer or any other Subsidiary and the amount of Debt secured thereby is not increased;

(18)

Liens on property at the time Wilpinjong Opco or any of its Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Main Issuer or a Subsidiary of such Person, provided that such Liens were not created in contemplation thereof ~~and~~, do not extend to any other property of the Main Issuer or any such Subsidiary and the amount of Debt secured thereby is not increased;

(19)

Liens securing Debt or other obligations of PIC Acquisition or a Subsidiary to the Main Issuer;

(20)

~~Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is tax-exempt under the Code~~[reserved];

(21)

Liens on specific items of inventory, equipment or other goods and proceeds of ~~any Person~~Wilpinjong Opco or any of its Subsidiaries securing such Person’s obligations in respect thereof or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(22)

[reserved];

(23)

Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Main Issuer or any Subsidiary on deposit with or in possession of such bank;

(24)

deposits made in the ordinary course of business to secure reclamation liabilities, insurance liabilities and/or surety liabilities;

(25)

[reserved];

(26)

extensions, renewals or replacements of any Lien referred to in clauses (1), (3), (17) or (18) in connection with the Permitted Refinancing Debt and the obligations secured thereby; provided that (i) such Lien does not extend to any other property (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Debt being refinanced, refunded, extended, renewed or replaced), (ii) except as contemplated by the definition of “Permitted Refinancing Debt,” the aggregate principal amount of Debt secured by such Lien is not increased and (iii) such Lien has no greater priority than the Lien being extended, renewed or replaced;

~~(27)~~

~~surface use agreements, easements, zoning restrictions, rights of way, encroachments, pipelines, leases (other than Finance Lease Obligations), licenses,~~ ~~special assessments, trackage rights, transmission and transportation lines related to Mining Leases~~ or ~~mineral rights or other Real Property including any re-conveyance obligations to a surface owner following mining, royalty payments and other obligations under surface owner purchase or~~ ~~leasehold~~ ~~arrangements necessary to obtain surface disturbance rights to access the subsurface coal deposits and similar encumbrances on Real Property imposed by law or~~ ~~arising~~ ~~in the ordinary course of business~~ ~~that do not secure any monetary obligation and do not materially detract from the value of the affected~~

~~property or interfere with the ordinary conduct of business of the Main Issuer or any Subsidiary at the affected property and which are not violated by the existing use of the property;~~

(27)

[reserved];

(28)

~~pledges, deposits or~~ non-exclusive licenses to use intellectual property rights of ~~the Main Issuer or~~Wilpinjong Opco or any of its Subsidiaries to secure the performance of bids, tenders, trade contracts, leases, public or statutory obligations, surety and appeal bonds, reclamation bonds, performance bonds and other obligations or liabilities of a like nature, in each case in the ordinary course of business;

(29)

(30)

Liens securing Production Payments, royalties, and dedication of reserves under supply agreements or similar or related rights or interests granted, taken subject to, or otherwise imposed on properties or cross charges, Liens or security arrangements entered into in respect of a Joint Venture for the benefit of a participant, manager or operator of such Joint Venture, in each case, consistent with normal practices in the mining industry;

(31)

[reserved]; and

(32)

other Liens securing Obligations in an aggregate amount at any time outstanding not to exceed $5.0 million.

In addition, (i) with respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt; and (ii) in no event shall any Lien on any property of the Issuers or PIC Acquisition be permitted other than as provided in clauses (1), (2), (7) and (23) above. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

“PIC Acquisition” means PIC Acquisition Corp., a Delaware corporation.

“Priority Collateral Trustee” means Wilmington Trust, National Association, its capacity as collateral trustee for the Priority Lien Secured Parties (as defined in the Collateral Trust Agreement) under the Collateral Trust Agreement, together with its successors in such capacity.

“Priority Lien” means a Lien granted, or purported to be granted, by a Security Document to the Collateral Trustee, at any time, upon any property of any Issuer to secure Priority Lien Obligations.

“Priority Lien Debt” means:

(1)

the Notes issued on the Issue Date; ~~and~~

(2)

the Funded Debt evidenced by the Term Loan Agreement on the Issue Date; and

(23)

any Funded Debt ~~under the Term Loan Facility~~ that is permitted to be incurred and permitted to be secured by a Priority Lien under each applicable Priority Lien Document; provided, that, in the case of this clause (23), all relevant requirements set forth in the Collateral Trust Agreement are complied with.

“Priority Lien Documents” means, collectively, the Note Documents, the Term Loan Documents and any other indenture, credit agreement or other agreement pursuant to which any Priority Lien Debt is incurred and the Priority Lien Security Documents.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt ~~and~~ ~~any indemnification obligations under the Transaction Support Agreement (subject to the limitations set forth therein),~~ , including, without duplication, the TSA Obligations, including without limitation any post-petition interest whether or not allowable, together with any guarantees of any of the foregoing.

“Priority Lien Representative” means:

(1)

in the case of the Notes, the Trustee; and

(2)

in the case of the Term Loan Facility, the Term Loan Agent.

“Priority Lien Security Documents” means the security agreement and the pledge agreement delivered by the Main Issuer creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions of the Collateral Trust Agreement.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Rating Agencies” means S&P and Xxxxx’x; provided, that if either S&P or Xxxxx’x (or both) shall cease issuing a rating on the Notes for reasons outside the control of the Issuers, the Issuers may select a nationally recognized statistical rating agency to substitute for S&P or Xxxxx’x (or both).

“Real Property” means, collectively, all right, title and interest (including any leasehold or mineral estate) in and to any and all parcels of real property owned, leased, licensed, used or operated, whether by lease, license or other use or occupancy agreement, including but not limited to, coal leases and surface use agreements, together with, in each case, all improvements and appurtenant fixtures (including all conveyors, preparation plants or other coal processing facilities, silos, shops and load out and other transportation facilities), access rights, easements and other property and rights incidental to the ownership, lease or operation thereof, including but not limited to, access rights, water rights and extraction rights for minerals, any improvements thereon and real property rights and interests appurtenant thereto, including, in each case, title or rights to surface and/or coal, coal products, methane gas, and other minerals that are or may be extracted from such Real Property (whether or not characterized as “as-extracted Collateral” or “inventory” under the UCC).

“Record Date” means March 15, June 15, September 15 and December 15.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(3) hereof.

“Required Junior Lien Debtholders” means an “Act of Secured Parties” under the Junior Lien Intercreditor Agreement.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings and its successors.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such holder and any other Affiliate of such holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder and any other Affiliate of such holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Main Issuer or any of its Subsidiaries, (iii) whose investment policies are not directed by such holder or any other Affiliate of such holder that is acting in concert with such holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such holder or any other Affiliate of such holder that is acting in concert with such holders in connection with its investment in the Notes.

“Secured Debt” means Priority Lien Debt and Junior Lien Debt.

“Secured Debt Documents” means the Priority Lien Documents and the Junior Lien Documents.

“Secured Debt Representative” means each Priority Lien Representative and each Junior Lien Representative.

“Secured Obligations” means Priority Lien Obligations and Junior Lien Obligations.

“Secured Parties” means the holders of Secured Obligations and the Secured Debt Representatives and the Collateral Trustee.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means the Collateral Trust Agreement, each Collateral Trust Joinder, each Priority Lien Security Document and each Junior Lien Security Document, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Collateral Trust Agreement.

“Series of Junior Lien Debt” means, severally, each issue or series of Junior Lien Debt for which a single transfer register is maintained.

“Series of Priority Lien Debt” means, severally, each series of the Notes and each other issue or series of Priority Lien Debt for which a single transfer register is maintained.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, or the payment or delivery obligations under which generally increase, with positive changes to the Performance References or (ii) the value of which generally increases, or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary” means any Subsidiary of the Main Issuer that ~~would be a~~ “~~significant subsidiary~~” ~~as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Xxxx.~~xx of the last day of the fiscal quarter of the Main Issuer most recently ended, has assets with a value in excess of 5% of the Tangible Assets or 5% of consolidated total revenues, in each case, of the Main Borrower and the Subsidiaries as of such date.

“Subordinated Debt” means any Debt of any Issuer which is subordinated in right of payment to the Notes pursuant to a written agreement to that effect.

“Surety Transaction Support Agreement” means that certain Transaction Support Agreement, dated as of November 6, 2020, by and among Peabody and the Sureties signatory thereto (each as defined therein).

“Term Loan Agent” means JPMorgan Chase Bank N.A., as administrative agent under the Term Loan Agreement, together with its successors and assigns.

“Term Loan Agreement” means that certain Term Loan Agreement, dated as of the Issue Date, among the Issuers, as borrowers, the Term Loan Agent and the lenders from time to time party thereto.

“Term Loan Documents” means the “Loan Documents” (or such similar term) to be defined in the Term Loan Agreement.

“Term Loan Facility” means the term loan facility evidenced by the Term Loan Agreement, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee).

“Term Loan Required Lenders” means the “Required Lenders” (or such similar term) to be defined in the Term Loan Agreement.

“Term Loans” means the loans under the Term Loan Facility.

“Transaction Support Agreement” means that certain Amended and Restated Transaction Support Agreement, dated as of December 31, 2020, by and among, among others, Peabody, the Issuers, and the Consenting Noteholders defined therein, as amended, modified or replaced from time to time.

“Treasury Rate” means with respect to the Notes, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to January 30, 2023; provided, however, that if the period from the redemption date to January 30, 2023 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Main Issuer will calculate the applicable Treasury Rate at least two but no more than four Business Days prior to the applicable redemption date and file with the Trustee, before such redemption date, a written statement setting forth the Applicable Premium and showing the calculation of the Applicable Premium, in reasonable detail, and the Trustee will have no responsibility for verifying any such calculation.

“Transaction Costs” means all reasonable fees, costs and expenses incurred by the Issuers in connection with any agreements entered into in connection with the exchange offer resulting in the issuance of the Notes.

“TSA Obligations” means any indemnification obligations under the Transaction Support Agreement (subject to the limitations set forth therein), including without limitation any post-petition interest whether or not allowable, together with any guarantees of any of the foregoing.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Wilpinjong Opco” means Wilpinjong Coal Pty Ltd., an indirect Wholly Owned subsidiary of ~~Peabody~~the Main Issuer.

“Wholly Owned” means, with respect to any Subsidiary, a Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Main Issuer and one or more Wholly Owned Subsidiaries (or a combination thereof).

“Wilpinjong Mine” means the Wilpinjong Open Pit Mine located in New South Wales, Australia.

“Wilpinjong Mine Customer” means the Australian domestic energy producer that is a customer of the Wilpinjong Mine under a long-term supply agreement.

“Wilpinjong Triggering Event” means (i) (a) the Notes or the Term Loans are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default hereunder or under the Term Loan Agreement or by operation of law, or (b) there occurs either (x) an Event of Default under clause (1) in the definition thereof or (y) an equivalent event of default under the Term Loan Agreement, or (ii) (a) either (x) LTM EBITDA is less than $70.0 million for each of four consecutive LTM Periods or (y) the Issuers fail to deliver the materials described in Section 4.03(a) accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (b) either (x) the Holders of at least a majority in aggregate principal amount of the outstanding Notes have delivered written notice to Peabody requiring Peabody to make a Wilpinjong Mandatory Offer or (y) the Term Loan Required Lenders have delivered written notice to Peabody requiring Peabody to convert the Term Loans into loans under the Peabody L/C Facility on the terms required in the event of a Wilpinjong Triggering Event.

Section 1.02

Other Definitions.


Term	Defined in Section
“Asset Sale Offer”		4.10
“Authentication Order”		2.02
“Change of Control Payment”		4.14
“Change of Control Payment Date”		4.14
“Covenant Defeasance”		8.03
“DTC”		2.03
“Event of Default”		6.01
“Excess Proceeds”		4.10
“Legal Defeasance”		8.02
“Offer Amount”		3.09
“Offer Period”		3.09
“Paying Agent”		2.03
“Permitted Debt”		4.09
“Permitted Refinancing Debt”		4.09
“Purchase Date”		3.09
“Redemption Price Premium”		6.02
“Registrar”		2.03
“Restricted Payments”		4.07
“Reversion Date”		4.22
“Security Document Order”		12.10
“Suspension Period”		4.22

Section 1.03

Rules of Construction.

(a) Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) The term “including” is not limiting;

(5) words in the singular include the plural, and in the plural include the singular;

(6) “will” shall be interpreted to express a command;

(7) provisions apply to successive events and transactions;

(8) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time; and

ARTICLE II.

THE NOTES

Section 2.01

Form and Dating.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the Holders of the Notes represented thereby with the Trustee, as Custodian for the Depositary and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable to the Issuers that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02

Execution and Authentication.

At least one Officer must sign the Notes for each of the Issuers by manual, facsimile or other electronic signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Issuers signed by an Officer of each of the Issuers (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03

Registrar and Paying Agent.

The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder, provided that notice of such change is provided to Holders within 15 days of any such change. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this

Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04

Paying Agent to Hold Money in Trust.

The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than one of the Issuers or a Subsidiary) will have no further liability for the money. If one of the Issuers or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to one of the Issuers, the Trustee will serve as Paying Agent for the Notes.

Section 2.05

Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.06

Transfer and Exchange.

(1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary;

(2) the Issuers, in their sole discretion, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(A) both:

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certifications required pursuant to this Indenture.

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (4), if the Issuers or the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuers and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (4) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (4) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(F) if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (3), if the Issuers or the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuers or the Registrar to the

effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuers will execute and, upon receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(F) if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the applicable Regulation S Global Note, and in all other cases, the IAI Global Note.

and, in each such case set forth in this subparagraph (2), if the Issuers or the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuers or the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

and, in each such case set forth in this subparagraph (2), if the Issuers or the Registrar so request, an Opinion of Counsel in form reasonably acceptable to the Issuers or the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(1) Private Placement Legend.

(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”

In the case of any Notes sold pursuant to Regulation S, such Notes will bear an additional legend substantially in the following form unless otherwise agreed by the Issuers and the Holder thereof:

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000) (“DTC”), TO THE ~~ISSUERS~~ISSUER OR ~~THEIR~~ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) OID Legend. Each Note will bear a legend in substantially the following form:

“THIS NOTE IS A “CONTINGENT PAYMENT DEBT INSTRUMENT” THAT HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTIONS 1271-1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE OF THIS NOTE MAY BE OBTAINED BY CONTACTING CHIEF LEGAL OFFICER, PEABODY ENERGY CORPORATION, 000 XXXXXX XXXXXX, XX. XXXXX, XXXXXXXX, 00000.”

(4) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 hereof).

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Issuers will be required:

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(10) Neither the Trustee, the Issuers nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuers, the Trustee, or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.

Section 2.07

Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to each of their satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee (with respect to the Trustee) and the Issuers (with respect to the Issuers) to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss or expense that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08

Outstanding Notes.

accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because any of the Issuers or an Affiliate of any of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than any of the Issuers, a Subsidiary or an Affiliate of any thereof) holds in trust for the benefit of the Holders of the Notes, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09

Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or any Guarantors, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Guarantors, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10

Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11

Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirements of the Exchange Act and the Trustee). Certification of the cancellation of all canceled Notes will be delivered to the Issuers upon the Issuers’ written request. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12

Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in writing in the form of an Officer’s Certificate of the Main Issuer of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

ARTICLE III.

REDEMPTION AND PREPAYMENT

Section 3.01

Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, the Issuers must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate of the Main Issuer setting forth:

(1)

the Notes to be redeemed;

(2)

the clause of this Indenture pursuant to which the redemption shall occur;

(3)

the redemption date;

(4)

any conditions to redemption;

(5)

the principal amount of Notes to be redeemed; and

(6)

the redemption price.

Section 3.02

Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(a) if the Notes are listed on any national securities exchange and the Issuers notify a Responsible Officer of the Trustee in writing of such listing, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

No Notes of $2,000 or less can be redeemed in part.

Section 3.03

Notice of Redemption.

The notice shall identify the Notes to be redeemed (including CUSIP numbers) and shall state:

(a) the redemption date;

(b) the redemption price (if then determined and otherwise the basis for its determination);

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption (other than a Global Note) must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) any conditions to redemption; and

(i) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

If any of the Notes to be redeemed is in the form of a Global Note, then the Issuers shall modify such notice to the extent necessary to accord with the Applicable Procedures applicable to redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at its expense; provided, however, that the Issuers shall have delivered to the Trustee, five Business Days (or three Business Days in the case of Global Notes) prior to the date notice of such redemption is to be given to Holders (unless a shorter notice period shall be agreed to by the Trustee) and, as provided in Section 3.01, an Officer’s Certificate of the Main Issuer requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04

Effect of Notice of Redemption.

Notice of any redemption of the Notes (including upon an Equity Offering) may, at the Main Issuer’s discretion, be given prior to a transaction or event and any such redemption or notice may, at the Main Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related transaction or event, as the case may be.

In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Main Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Main Issuer’s discretion if in the good faith judgment of the Main Issuer any or all of such conditions will not be satisfied. In addition, the Main Issuer may provide in such notice that payment of the redemption price and performance of the Main Issuer’s obligations with respect to such redemption may be performed by another Person.

No Notes of $2,000 or less can be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption without a condition precedent will become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Note or portions of them called for redemption, unless the Issuers default in making such redemption payment.

Section 3.05

Deposit of Redemption or Purchase Price.

On or prior to the redemption or purchase date, the Issuers will deposit no later than 11:00 a.m. New York City time on such date with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of and accrued interest, if any, on all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06

Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07

Optional Redemption.

(a) At any time prior to January 30, 2023, the Issuers may redeem the Notes, in whole or in part, upon prior notice, by paying a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

(b) At any time and from time to time on or after January 30, 2023, the Issuers may redeem the Notes, in whole or in part, upon prior notice, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).


Period	Redemption Price
6-month period commencing January 30, 2023 (through ~~the date that is 6-months after January~~July 30, 2023)		105.000	%
Thereafter		100.000	%

Unless the Issuers default in the payment of the applicable redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on and after the applicable redemption date.

(c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. The Issuers may also redeem all of the Notes at the time, at the redemption price and subject to the conditions set forth in Section 4.14(g) hereof.

Section 3.08

No Mandatory Redemption or Sinking Fund.

The Issuers are not required to make mandatory redemption payments with respect to the Notes. The Issuers may from time to time purchase Notes on the open market or otherwise in accordance with applicable laws. There will be no sinking fund payments for the Notes.

Section 3.09

Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence a pro rata Asset Sale Offer (as defined in Section 4.10) to all Holders of the Notes and all holders of other Priority Lien Debt containing provisions similar to those set forth in this Section 3.09 and Section 4.10 hereof with respect to offers to purchase or redeem with the Net Cash Proceeds of sales of assets to purchase such Notes and such other Priority Lien Debt, it shall follow the procedures specified below.

The Asset Sale Offer shall remain open for a period of at least 30 days following its commencement but no longer than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes and such other Priority Lien Debt required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and other Priority Lien Debt tendered and not withdrawn in response to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first class mail (or in the case of Global Notes, in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(b) the Offer Amount, the purchase price and the Purchase Date;

(d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(e) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 three days before the Purchase Date;

(f) 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 expiration of the Offer Period, 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;

(g) that, if the aggregate principal amount of Notes and other Priority Lien Debt surrendered by the holders thereof exceeds the Offer Amount, the Issuers shall select the Notes and other Priority Lien Debt to be purchased on a pro rata basis based on the principal amount of the Notes and such other Priority Lien Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall remain outstanding after such purchase); and

On the Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been validly tendered and not properly withdrawn, all Notes so tendered and not withdrawn, shall deposit by 11:00 a.m., New York City time, with the Paying Agent or Depositary an amount equal to the purchase price in respect of all Notes or portions thereof accepted for payment, and shall deliver to the Trustee an Officer’s Certificate of the Main Issuer stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or electronically send to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or electronically send (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or electronically sent by the Issuers to the Holder

thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE IV.

COVENANTS

Section 4.01

Payment of Notes.

The Issuers will pay or cause to be paid the principal of, premium on, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 11:00 a.m. New York City time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 2.000% per annum higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful.

Section 4.02

Maintenance of Office or Agency.

The Issuers will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be made. The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office of the Trustee. Notwithstanding the foregoing, no service of legal process may be made on the Issuers or any Guarantor at any office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the United States for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03

Reports.

So long as any Notes are outstanding, the Issuers shall furnish:

(1)

within 90 days after the end of each fiscal year, annual audited consolidated financial statements of the Main Issuer (including balance sheets, statements of income and statements of cash flows) prepared in accordance with GAAP, together with a report of the Main Issuer’s independent accountants on such financial statements, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements for the Main Issuer and its Subsidiaries for the periods presented, in each case, on a basis substantially consistent with, and at the same level of detail as, the corresponding information included in the Offering Memorandum or, at the option of the Main Issuer, the applicable requirements for such information presented in an Annual Report on the Commission’s Form 10-K and all pro forma and

historical information in respect of any significant transaction (as determined in accordance with Rule 3-05 of Regulation S-X) consummated more than 75 days prior to the date such information is furnished for the time periods for which such information would be required (if the Main Issuer were subject to the filing requirements of the Exchange Act) in a filing on Form 8-K with the Commission at such time;

(2)

within 45 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited quarterly consolidated financial statements of the Main Issuer (including balance sheets, statements of income and statements of cash flows) prepared in accordance with GAAP, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the interim periods presented, in each case, on a basis substantially consistent with, and at the same level of detail as, the corresponding information included in the Offering Memorandum or, at the option of the Main Issuer, the applicable requirements for such information presented in a Quarterly Report on the Commission’s Form 10-Q and all pro forma and historical information in respect of any significant transaction (as determined in accordance with Rule 3-05 of Regulation S-X) consummated more than 75 days prior to the date such information is furnished for the time periods for which such information would be required (if the Main Issuer were subject to the filing requirements of the Exchange Act) in a filing on Form 8-K with the Commission at such time; and

(3)

within 10 Business Days, information substantially similar to the information that would be required to be included in a Current Report on the Commission’s Form 8-K with respect to such matters pursuant to Item 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.04 (Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 4.01 (Changes in a Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant) or 5.02(a)-(d) (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers) of such form, provided, however, that no such report (i) shall be required to include any financial statements, pro forma financial information, or exhibits, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form, and (ii) shall be required to be furnished if the Main Issuer determines in its good faith judgment that such event is not material to the Holders of the Notes or would not reasonably be expected to impair the ability of the Issuers to perform their obligations under this Indenture and the Notes.

Notwithstanding the foregoing, in no event shall any reports provided pursuant to this covenant be required to include any additional financial information that would be required under Rule 3-10 or Rule 3-16 of Regulation S-X, respectively, promulgated by the Commission, or any separate financial information with respect to any class or grouping of Subsidiaries of the Main Issuer); and provided further, that, in no event, shall reports be required to comply with (1) Sections 302, 906 and 404 of the Xxxxxxxx-Xxxxx Act of 2002 or Items 307, 308 and 402 of Regulation S-K, or (2) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial information contained therein.

So long as any Notes are outstanding, the Issuers will also use commercially reasonable efforts to arrange and participate in quarterly conference calls (each, a “Noteholder Call”) to discuss its results of operations for the previous quarters with Holders of Notes. The Noteholder Call may, but is not required to, be combined with a similar quarterly conference call conducted by Peabody, and in any event the Noteholder Call will be conducted no later than 10 Business Days following the date on which each of the quarterly and annual reports are made available as provided above. In addition, the Issuers agree that, for so long as any Notes remain outstanding, they will furnish to any beneficial owners, securities analysts and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and not otherwise previously provided pursuant to this covenant.

The Issuers will (1) distribute such reports and information required by this covenant electronically to the Trustee and (2) make available such reports and information and details relating to each Noteholder Call to any Holder,

beneficial owner, prospective investor or security analyst, including by posting such reports and information on a password protected online data system; provided that (a) the Issuers shall only be required to make readily available any password or other login information to any such Holder, beneficial owner, prospective investor or security analyst and (b) the Issuers may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any such Holder, beneficial owner, prospective investor or security analyst that is a competitor of the Issuers and their Subsidiaries to the extent that the Issuers determine in good faith that the provision of such information to such Person would be competitively harmful to the Issuers and their Subsidiaries; provided, further that, such holders, beneficial owners and prospective investors shall agree to (i) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes or other Peabody securities and (ii) not publicly disclose any such reports (and the information contained therein) and information; provided, further, however, that the access details for each Noteholder Call shall be posted no fewer than three Business Days prior to the date of such Noteholder Call.

Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated review or analyze any reports furnished or made available to it, or to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with the covenants or with respect to any reports or other documents filed or made available on any website under this Indenture or participate in any conference calls.

Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and the Issuers shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of Notes described under Article VI hereof if principal and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

To the extent not satisfied by the reporting obligations outlined above, the Issuers shall furnish Holders of Notes and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. The Notes will be eligible for resale under Rule 144A.

Section 4.04

Compliance Certificate.

(a) The Main Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ended December 31, 2021, an Officer’s Certificate of the Main Issuer stating that a review of the activities of the Main Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Main Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Main Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Main Issuer is taking or proposing to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or proposing to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Main Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate of the Main Issuer specifying such Default or Event of Default and what action the Main Issuer is taking or proposing to take with respect thereto.

Section 4.05

Taxes.

The Main Issuer will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material ~~taxes, assessments, and governmental levies~~Taxes except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06

Stay, Extension and Usury Laws.

The Issuers covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07

Restricted Payments.

(a) The Main Issuer will not, and will not permit any Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively “Restricted Payments”):

(1) declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the Main Issuer’s Qualified Equity Interests) held by Persons other than the Main Issuer or any of its Subsidiaries;

(2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Main Issuer or any direct or indirect parent of Main Issuer held by Persons other than the Main Issuer or any of its Subsidiaries;

(3) repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Debt that is unsecured, Junior Lien Debt or Subordinated Debt (other than (x) a payment of interest or principal at Stated Maturity thereof or the redemption, repurchase or other acquisition or retirement for value of any Debt that is unsecured or Subordinated Debt, in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one month of the date of such redemption, repurchase, acquisition or retirement or (y) Debt permitted under Section 4.09(b)(3) hereof); or

(4) make any Investment other than a Permitted Investment.; or

(5) make any voluntary payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, or similar payment with respect to the Term Loans (or refinancing thereof) before such Debt becomes due under the Term Loan Agreement.

The amount of any Restricted Payment, if other than in cash, will be the Fair Market Value, on the date of the Restricted Payment, of the assets or securities proposed to be transferred or issued to or by the Main Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date.

(b) The provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a) of this Section 4.07;

(2) dividends or distributions by a Subsidiary payable, on a pro rata basis or on a basis more favorable to the Main Issuer, to all holders of any class of Equity Interests of such Subsidiary a majority of which is held, directly or indirectly through Subsidiaries, by the Main Issuer;

(3) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Debt that is unsecured or Subordinated Debt with the Net Cash Proceeds from, or in exchange for, Permitted Refinancing Debt;

(4) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Main Issuer in exchange for Qualified Equity Interests of the Main Issuer or of a contribution to the common equity of the Main Issuer, including a contribution of the Capital Stock of the Main Issuer;

(5) [reserved];

(6) any Investment acquired as a capital contribution to the Main Issuer, or made in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent offering (with any offering within 45 days deemed as substantially concurrent) of Qualified Equity Interests of the Issuers;

(7) (i) the payment of management or similar fees pursuant to the Management Services Agreements and any indemnification and reimbursement payments required thereunder provided that the aggregate amount of all such fees and payments may not exceed $15.0 million in any calendar year and (ii) any tax sharing payments to Peabody or its Affiliates; provided that any tax sharing payments shall not exceed the amount that the Main Issuer and its Subsidiaries would have been required to pay in respect of foreign, federal, state or local income Taxes (as the case may be) in respect of the applicable fiscal year if the Main Issuer and its Subsidiaries paid such Taxes directly as a stand-alone taxpayer (or stand-alone group);

(8) ~~[reserved];~~any voluntary payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, or similar payment with respect to the Term Loans (or refinancing thereof) before such Debt becomes due under the Term Loan Agreement, if (i) substantially concurrently therewith, a ratable amount to be determined by the aggregate principal amount of the Term Loans outstanding and the aggregate principal amount of the Notes outstanding at the time of such payment or prepayment under the Term Loan Agreement is applied to redeem or purchase the Notes in a manner permitted by this Indenture and (ii) to the extent that such purchases are made pursuant to open market purchases, the Issuers comply with Section 4.18;

(9) [reserved];

(10) [reserved];

(11) [reserved]; and

(12) any payments made, or the performance of any of the transactions contemplated, in connection with the exchange offer resulting in the issuance of the Notes.

For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

Section 4.08

Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) Subject to the provisions of Section 4.08(b) below, the Main Issuer will not, and will not permit any Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to:

(1) pay dividends or make any other distributions on its Equity Interests to the Main Issuer or any other Subsidiary;

(2) pay any Debt or other liabilities owed to the Issuers or any other Subsidiary;

(3) make loans or advances to the Issuers or any other Subsidiary; or

(4) sell, lease or transfer any of its property or assets to the Main Issuer or any other Subsidiary.

(b) The restrictions in Section 4.08(a) hereof will not apply to any encumbrances or restrictions:

(1) existing pursuant to the Term Loan Facility and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of those agreements; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;

(2) existing pursuant to this Indenture, the Notes or the Security Documents;

(3) existing under or by reason of applicable law, rule, regulation or order;

(4) existing under any agreements or other instruments of, or with respect to any Person, or the property or assets of any Person, at the time the Person is acquired by Wilpinjong Opco or any of its Subsidiaries;

(5) of the type described in Section 4.08(a)(4) arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, or (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, Joint Venture or similar Person ~~or (iii)~~ ~~by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of,~~ ~~Wilpinjong Opco or any of its Subsidiaries~~;

(6) with respect to Wilpinjong Opco and its Subsidiaries and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Subsidiary pending closing of such sale or disposition that is permitted by this Indenture;

(7) existing pursuant to any agreement with the Wilpinjong Mine Customer in effect on the Issue Date and any amendment, modification, restatement, extension, renewal or replacement of any such agreement that is no less favorable in any material respect to the Holders than the agreement in effect on the Issue Date;

(9) consisting of restrictions on cash or other deposits or net worth imposed by non-financial lessors, customers, suppliers or required by insurance surety bonding companies or in connection with any reclamation activity of the Main Issuer or a Subsidiary, in each case, in the ordinary course of business;

(11) [reserved];

(13) existing pursuant to any agreement or instrument relating to any Debt permitted to be Incurred subsequent to the Issue Date by Section 4.09 hereof if such encumbrances and restrictions are, taken as a whole, no less favorable in any material respect to the Holders than is customary in comparable financings (as determined in good faith by the Main Issuer), and the Main Issuer determines in good faith that such encumbrances and restrictions will not materially affect the Issuers’ ability to make principal or interest payments on the Notes as and when they become due; and

(14) existing under or by reason of any Debt secured by a Lien permitted to be Incurred pursuant to Section 4.09 and Section 4.12 hereof that limit the right of Wilpinjong Opco or any of its Subsidiaries to dispose of the assets securing such Debt.

Section 4.09

Incurrence of Debt and Issuance of Disqualified Stock or Preferred Stock.

(a) The Main Issuer (1) will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur any Debt (including Acquired Debt) or Disqualified Stock; and (2) will not permit any of its Subsidiaries to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Subsidiaries held by the Main Issuer or a Subsidiary, so long as it is so held).

(b) The provisions of Section 4.09(a) hereof will not prohibit the Incurrence of any of the following items of Debt (“Permitted Debt”):

(1) Incurrence by the Issuers of Debt under the Term Loan Facility in an aggregate principal amount at any one time outstanding not to exceed $206.0 million (less (x) the aggregate amount of mandatory prepayments of such Debt made thereunder from time to time and (y) voluntary prepayments of the Term Loan Facility made with Internally Generated Cash) and any related guarantees thereof;

(2) Debt represented by the Notes outstanding on the Issue Date and the TSA Obligations;

(3) Debt of the Main Issuer or any Subsidiary owed to the Main Issuer or any Subsidiary so long as such Debt continues to be owed to the Main Issuer or a Subsidiary and which, if the obligor is the Main Issuer or a Guarantor and if the Debt is owed to a Subsidiary that is not a Guarantor is subordinated in right of payment to the Notes;

(4) Debt constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, replace, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt (“Permitted Refinancing Debt”) that was permitted by this Indenture to be incurred under clauses (1), (4), (8) or (17) of this Section 4.09(b) in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that:

(C) in no event may Debt of any Issuer or ~~Wilpinjong Credit Party~~Guarantor, if any, be refinanced pursuant to this clause by means of any Debt of any Person that is not an Issuer or a ~~Wilpinjong Credit Party~~Guarantor; and

(D) in case the Debt to be refinanced is secured, the Liens securing such new Debt have a Lien priority equal to or junior to the Liens securing the Debt being refinanced;

(5) Bank Products Obligations of the Main Issuer or any Subsidiary; incurred in the ordinary course of business and Debt in respect of any Hedging Agreement entered into by Wilpinjong Opco or any of its Subsidiaries incurred in the ordinary course of business, consistent with prudent business practice, and not for speculative purposes;

(6) Debt of Wilpinjong Opco or any of its Subsidiaries in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by a Subsidiary solely with respect to the Mining Operations of Wilpinjong Opco and its Subsidiaries in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances;

(7) Debt arising from agreements of Wilpinjong Opco or any of its Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or any Subsidiary;

(8) Debt of ~~the Main Issuer or any Subsidiary~~Wilpinjong Opco or any of its Subsidiaries Incurred and the proceeds of which are used solely to finance the purchase, lease or acquisition of any Relevant Equipment and that is secured by such Relevant Equipment, including Finance Lease Obligations and any Debt assumed in connection with the acquisition of any such equipment and secured by a Lien on any such equipment before the acquisition thereof; provided that the aggregate principal amount at any time outstanding of any Debt Incurred pursuant to this clause, including all Permitted Refinancing Debt Incurred to refund, refinance or replace any Debt Incurred pursuant to this clause (8), may not exceed the greater of (a) $20.0 million and (b) ~~5.0~~4.0% of Consolidated Net Tangible Assets; provided further that the ratio of Debt Incurred pursuant to this clause to the Fair Market Value of the applicable Relevant Equipment shall at no time exceed 75%;

(9) Debt arising as a result of a Lien on the Collateral securing Junior Lien Debt permitted under clause (2) of the definition of “Permitted Liens”;

(10) [reserved];

(11) [reserved];

(12) Preferred Stock of a Subsidiary issued to the Main Issuer or another Subsidiary; provided that any subsequent transfer of any Capital Stock or any other event which results in any such Subsidiary ceasing to be a Subsidiary or any other subsequent transfer of any such Preferred Stock (except to the Main Issuer or another Subsidiary) shall be deemed, in each case, to be an issue of Preferred Stock;

(13) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(14) [reserved];

(15) Debt of the Main Issuer or any Subsidiary consisting of (i) the financing of insurance premiums solely with respect to the Mining Operations of Wilpinjong Opco or any of its Subsidiaries or (ii) take-or-pay obligations contained in supply or other arrangements;

(16) [reserved]; and

(17) Debt of ~~the Main Issuer~~Wilpinjong Opco or any of its Subsidiaries not otherwise permitted hereunder in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $5.0 million and (ii) 1.0% of Consolidated Net Tangible Assets.

None of the Issuers or their Subsidiaries will incur any Debt (including Permitted Debt) that is contractually subordinated in right of payment to any other Debt of the Main Issuer unless such Debt is also contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however, that

no Debt will be deemed to be contractually subordinated in right of payment to any other Debt of the Main Issuer solely by virtue of being unsecured or by virtue of being secured on junior priority basis.

(c) For purposes of determining compliance with this Section 4.09 and Section 4.12, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) of Section 4.09(b) hereof, the Main Issuer will be permitted to classify such item of Debt on the date of its Incurrence, or later reclassify all or a portion of such item of Debt, in any manner that complies with this Section 4.09. Notwithstanding the foregoing, (x) all Debt under the Term Loan Facility will be deemed to have been incurred in reliance on the exception provided in Section 4.09(b)(1) hereof and (y) all Junior Lien Debt will be deemed to have been incurred in reliance on the exception provided in Section 4.09(b)(9) hereof.

(d) The accrual of interest or Preferred Stock dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest on any Debt in the form of additional Debt with the same terms, the reclassification of Preferred Stock as Debt due to a change in accounting principles, and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt or an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Main Issuer as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Main Issuer or any Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(e) The amount of any Debt outstanding as of any date will be:

(1) the accreted value of the Debt, in the case of any Debt issued with original issue discount;

(2) the principal amount of the Debt, in the case of any other Debt; and

(3) in respect of Debt of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Debt of the other Person.

Section 4.10

Asset Sales.

(a) The Main Issuer will not, and will not permit any Subsidiary to, make any Asset Sale unless the following conditions are met:

(1) The Asset Sale (x) is for at least Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale). as reasonably determined by the Main Issuer in good faith) and (y) has a Fair Market Value (i) of less than $5.0 million for any such Asset Sale and (ii) in the aggregate of all such Asset Sales made pursuant to this Section 4.10 of less than $15.0 million.

(2) At least 90% of the aggregate consideration received by the Main Issuer or its Subsidiaries for such Asset Sale consists of cash or Cash Equivalents. For purposes of this clause (2):

(A) ~~the assumption by the purchaser of Debt or other obligations or liabilities (as shown on the Main Issuer~~’s most recent balance sheet or in the footnotes thereto) (other than Subordinated Debt or other obligations or liabilities subordinated in right of payment to the Notes) of the Main Issuer or a Subsidiary pursuant to operation of law or a customary novation or assumption agreement; andany liabilities of any Issuer or any Subsidiary (other than contingent liabilities) that are assumed by the transferee of any such assets and as a result of which any Issuer or such Subsidiary is released from further liability; and

(B) instruments, notes, securities or other obligations received by the Main Issuer or such Subsidiary from the purchaser that are promptly, but in any event within 90 days of the closing, converted by the Main Issuer or such Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received shall in each case be considered cash or Cash Equivalents.

(3) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Main Issuer or a Subsidiary may apply an amount equal to such Net Cash Proceeds at its option:

(A) to permanently prepay, repay, redeem, reduce or repurchase Debt as follows:

(i) to prepay, repay, redeem, reduce or purchase Priority Lien Debt on a pro rata basis; provided that all reductions of (or offers to reduce) Obligations under the Notes shall be made as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest, to, but not including, the date of redemption) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, to, but not including, the date of redemption, on the amount of Notes that would otherwise be prepaid;

(ii) [reserved];

(iii) [reserved]; or

(B) to acquire property, plant and equipment necessary for the conduct of the Mining Operations of Wilpinjong Opco and its Subsidiaries in the ordinary course of business (collectively, “Relevant Equipment”).

Notwithstanding the foregoing, to the extent that (i) a distribution of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary to the Main Issuer is prohibited or delayed by applicable local law or (ii) a distribution of any or all of the Net Cash Proceeds of any Assets Sales by a Foreign Subsidiary to the Main Issuer could result in material adverse tax consequences, as reasonably determined by the Main Issuer, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this covenant; provided that within 365 days of the receipt of such Net Cash Proceeds, the Main Issuer shall use commercially reasonable efforts, including entering into one or more intercompany loans, to permit repatriation of the proceeds that would otherwise be subject to this covenant without violating local law or incurring material adverse tax consequences~~, and, if~~; provided, further, that such funds shall be segregated and held in trust and not be used for working capital or any other purpose other than to upstream such funds until such material tax consequences or local law violation no longer exist. If such proceeds may be repatriated, within such 365 day period, such proceeds shall be required to be applied in compliance with this Section 4.10.

(4) The Net Cash Proceeds of anany Asset ~~Sale~~Sales not applied pursuant to clause (3) within 365 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than $5.0 million (other than Excess Proceeds received from any Casualty Event) will be carried forward and accumulated. When the aggregate amount of the accumulated Excess Proceeds equals or exceeds such amount, the Main Issuer must, within 30 days, make an offer to purchase Notes (an “Asset Sale Offer”) having a principal amount equal to:

(A) accumulated Excess Proceeds; multiplied by

(B) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all other Priority Lien Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale,

rounded down to the nearest $1,000. The purchase price for any Asset Sale 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). If the Asset Sale Offer is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Asset Sale Offer, the Main Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis (in the case of Global Notes, subject to the applicable procedures of DTC), with adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $2,000) will be purchased. Upon completion of the Asset Sale Offer, any Excess Proceeds remaining after consummation of the Asset Sale Offer will be carried forward as Excess Proceeds and accumulated.

(b) The Issuers 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 Asset Sale Offer pursuant to this Section 4.10. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.10, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11

Transactions with Affiliates.

(a) The Main Issuer will not, and will not permit any Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Main Issuer or any Subsidiary (a “Related Party Transaction”) involving aggregate consideration in excess of $2.5 million, unless the Related Party Transaction is (a) not prohibited by this Indenture and (b) on fair and reasonable terms that are not materially less favorable (as reasonably determined by the Main Issuer) to the Issuers or any of the relevant Subsidiaries than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Main Issuer.

(b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the Board of Directors of the Main Issuer who are disinterested in the subject matter of the transaction pursuant to a resolution by the Board of Directors of the Main Issuer.

(c) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $10.0 million, the Main Issuer must deliver to the Trustee an opinion from an accounting, appraisal, or investment banking firm of national standing in the applicable jurisdiction (i) stating that its terms are not materially less favorable to the Main Issuer or any of the relevant Subsidiaries that would have been obtained in a comparable transaction with an unrelated Person or (ii) as to the fairness to the Main Issuer or any of the relevant Subsidiaries of such Related Party Transaction from a financial point of view.

(d) The following items shall not be subject to the provisions of Section 4.11(a), Section 4.11(b) and Section 4.11(c) hereof:

(1) any transaction between the Main Issuer and any of its Subsidiaries or between Subsidiaries of the Main Issuer;

(2) the payment of reasonable and customary regular fees to directors of the Main Issuer who are not employees of the Main Issuer;

(3) [reserved];

(4) (i) any payment pursuant to the terms of either Management Services Agreement, including the payment of management or similar fees and any indemnification and reimbursement payments required thereunder, provided that the aggregate amount of all such fees and payments may not exceed $15.0 million in any calendar year and (ii) the payment of any tax sharing payments, in the case of each of (i) and (ii) permitted under the covenant described above under Section 4.07(a) hereof;

(5) loans or advances to officers, directors or employees of the Main Issuer in the ordinary course of business of the Main Issuer or its Subsidiaries or Guarantees in respect thereof or otherwise made on their behalf (including payment on such Guarantees) but only to the extent permitted by applicable law, including the Xxxxxxxx-Xxxxx Act of 2002 as if such Act applied to the Main Issuer;

(6) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Main Issuer or any of its Subsidiaries with officers and employees of the Main Issuer or any of its Subsidiaries that are Affiliates of the Main Issuer and the payment of compensation to such officers and employees (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans) so long as such agreement has been entered into in the ordinary course of business;

(7) transactions with customers, clients, suppliers, joint venture partners, managers, operators, or purchasers or sellers of goods or services (including pursuant to joint venture agreements) solely with respect to the Mining Operations of Wilpinjong Opco and its Subsidiaries in the ordinary course of business on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Main Issuer, as determined in good faith by the Main Issuer;

(8) transactions arising under any contract, agreement, instrument or other arrangement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or new arrangements, taken as a whole at the time such arrangements are entered into, are not materially less favorable to the Main Issuer and its Subsidiaries than those in effect on the Issue Date;

(9) [reserved];

(10) transactions with any Affiliate in its capacity as a holder of Debt; provided that such Affiliate owns less than a majority of the interests of the relevant class and is treated the same as other holders;

(11) [reserved];

(12) any lease or sublease of equipment to any Affiliate in the ordinary course of business on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Main Issuer, as determined in good faith by the Main Issuer; and

(13) any agreements entered into in connection with the exchange offer resulting in the issuance of the Notes.

Section 4.12

Liens.

The Issuers will not, and will not permit any Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, to secure any Debt other than Permitted Liens.

Section 4.13

Corporate Existence.

(a) Subject to Article V hereof, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect their corporate existence, and the corporate, partnership or other existence of each of their Subsidiaries, in accordance with the respective ~~organizational documents~~Organizational Documents (as the same may be amended from time to time) of each of the Issuers or any such Subsidiary and the rights (charter and statutory), licenses and franchises of the Issuers and their respective Subsidiaries; provided, however, that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of their Subsidiaries, if senior management of the Issuers, as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and their respective Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.14

Offer to Repurchase Upon Change of Control.

(a) Not later than 30 days following a Change of Control, the Issuers will make an offer to purchase (a “Change of Control Offer”) all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase the Notes pursuant to this Section 4.14 in the event that (i) during the 30-day period following such Change of Control, the Issuers have given the notice to exercise their right to redeem all the Notes under the terms described in Section 3.07 hereof and redeemed such Notes in accordance with such notice, unless and until there is a default in payment of the applicable redemption price or (ii) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the offer.

(b) Not later than 30 days following any Change of Control, 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 Change of Control 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 Change of Control Offer, the offer shall also state, among other things:

(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 Change of Control 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 Change of Control 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 Change of Control 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

If the Change of Control Offer is sent prior to the occurrence of the Change of Control, it may be conditioned upon the consummation of the Change of Control.

(c) On or before the Change of Control 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 Change of Control Offer. Promptly after such acceptance, on the Change of Control 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 Change of Control 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.

(d) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding sections will have the status of Notes issued and outstanding.

(e) The Issuers shall 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 the purchase of the Notes pursuant to a Change of Control Offer under this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.14 by virtue of such compliance.

(f) On the Change of Control Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Change of Control 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 Change of Control Payment Date.

(g) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers (or the third party making the Change of Control Offer in lieu of the Issuers) purchase all of the Notes held by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior written notice to the Holders and the Trustee, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest on the Notes redeemed from the date of purchase to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

Section 4.15

Note Guarantees.

The Notes will not be guaranteed by any of the Issuers’ Subsidiaries; provided that to the extent not resulting in a materially adverse tax consequence (as determined by Peabody in its good faith reasonable business judgment), if any of PIC Acquisition, Wilpinjong Opco or any of the Main Issuer’s direct or indirect Subsidiaries at any time is not contractually prohibited from becoming a Guarantor (as determined by Peabody in its good faith reasonable business judgment), PIC Acquisition, Wilpinjong Opco or such Subsidiary shall become a guarantor (each, a “Guarantor”) and shall use commercially reasonable efforts to execute a supplemental indenture with the Trustee substantially in the form of Exhibit F hereto within 90 days.

Section 4.16

Excess Cash Flow.

(a) On a semi-annual basis, not later than ~~30 days~~10 Business Days after each date on which (i) the quarterly financial statements for the preceding fiscal quarter ending June 30 and (ii) the annual financial statements for the preceding fiscal year are required to be delivered pursuant to clause (1) of covenant described under Section 4.03 hereof, commencing with the period from February 1, 2021 to June 30, 2021, the Issuers will make an offer to purchase Notes, which shall include, without limitation, a detailed calculation of Excess Cash Flow for the relevant

Excess Cash Flow Period (each such offer to purchase, an “Excess Cash Flow Offer”), having an aggregate principal amount equal to:

(1) an amount equal to 100% of Excess Cash Flow of the Main Issuer and its Subsidiaries for the Excess Cash Flow Period then ended; multiplied by

(2) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all other Priority Lien Debt required to be repaid with such Excess Cash Flow,

rounded down to the nearest $1,000. The purchase price for any Excess Cash Flow 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 “Excess Cash Flow Payment”). If the Excess Cash Flow Offer is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Excess Cash Flow Offer, the Main Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis (in the case of Global Notes, subject to the applicable procedures of DTC), with adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $2,000) will be purchased. Any portion of such Excess Cash Flow remaining after consummation of the Excess Cash Flow Offer may be used for any purpose not otherwise prohibited by this Indenture.

(b) Notwithstanding the foregoing, to the extent that the Liquidity Amount as of the last date of the applicable Excess Cash Flow Period, after giving pro forma effect to the Excess Cash Flow Offer for such Excess Cash Flow Period and any related prepayment (or offer of repayment) described in Section 2.05(g) of the Term Loan Agreement, is equal to or less than $60.0 million, the aggregate principal amount of ~~Notes offered to be purchased in~~Priority Lien Debt required to be repurchased or repaid with such Excess Cash Flow ~~Offer~~ shall be reduced ratably solely (determined on the basis of outstanding aggregate principal amount of all such Priority Lien Debt outstanding at such time) solely to the extent necessary so that the Liquidity Amount as of the last date of the applicable Excess Cash Flow Period, after giving pro forma effect to such Excess Cash Flow Offer and any related prepayment (or offer of repayment) described in Section 2.05(g) of the Term Loan Agreement, is greater than $60.0 million.

(c) Notwithstanding the foregoing, to the extent that (i) a distribution of any or all of the net cash provided by/used in operating activities (as determined in accordance with GAAP) of a Foreign Subsidiary to the Main Issuer is prohibited or delayed by applicable local law or (ii) a distribution of any or all of the net cash provided by/used in operating activities (as determined in accordance with GAAP) by a Foreign Subsidiary to the Main Issuer could result in material adverse tax consequences, as reasonably determined by the Main Issuer in good faith, such net cash provided by/used in operating activities (as determined in accordance with GAAP) so affected will not be required to be applied in the calculation of Excess Cash Flow for the relevant Excess Cash Flow Period in compliance with this covenant; provided that within 365 days of the receipt of such net cash provided by/used in operating activities (as determined in accordance with GAAP), the Main Issuer shall use commercially reasonable efforts, including entering into one or more intercompany loans, to permit repatriation of the amounts that would otherwise be subject to this covenant without violating local law or incurring material adverse tax consequences~~, and, if~~; provided, further, that such Foreign Subsidiary shall segregate and hold in trust such net cash, and such funds shall not be used for working capital or any other purpose other than to upstream such funds to make the required payment under this Section 4.16 until such material tax consequences no longer exist. If such amounts may be repatriated, within such 365 day period, such proceeds shall be required to be applied in compliance with this covenant.

(d) Within the timeframe noted in (a) above, 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 Excess Cash Flow 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 Excess Cash Flow Offer, the offer shall also state, among other things:

(1) that an Excess Cash Flow 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, subject to pro rata reduction as set forth in Section 4.16(a);

(2) the principal amount of Notes subject to the Excess Cash Flow Offer, the Excess Cash Flow Payment and the expiration date of the Excess Cash Flow 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 “Excess Cash Flow Payment Date”) not more than five Business Days after the expiration date;

(3) that any Note accepted for payment pursuant to the Excess Cash Flow Offer (and duly paid for on the Excess Cash Flow Payment Date) shall cease to accrue interest after the Excess Cash Flow 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 Excess Cash Flow 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 Excess Cash Flow 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 Excess Cash Flow 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

(e) On or before the Excess Cash Flow 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 Excess Cash Flow Offer. Promptly after such acceptance, on the Excess Cash Flow 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 Excess Cash Flow Payment in respect of all Notes or portions thereof so tendered; and

(f) On the Excess Cash Flow Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Excess Cash Flow 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 Excess Cash Flow Payment Date.

(g) The Issuers 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 Excess Cash Flow Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Excess Cash Flow provisions in this Indenture, the

Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Excess Cash Flow provisions of this Indenture by virtue of such compliance.

Section 4.17

Wilpinjong Mandatory Offer.

(a) Not later than 30 days following the occurrence of a Wilpinjong Triggering Event, 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 (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 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.

(b) 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 (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

(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

(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 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.

(g) 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 this 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, nor shall it permit its Subsidiaries to, (i) make any “Restricted Payments” (as defined under the Peabody Existing Indenture) under ~~Section~~Sections 4.07(a)(iii), 4.07(b)(11) or 4.07(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 and the outstanding principal amount of Priority Lien Debt under the Term Loan Facility and any accrued but unpaid interest on the Notes and the Priority Lien 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(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 the outstanding principal amount of Priority Lien Debt under the Term Loan Facility and any accrued but unpaid interest on the Notes and the Priority Lien 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, (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 the outstanding principal amount of Priority Lien Debt under the Term Loan Facility and any accrued but unpaid interest on the Notes and the Priority Lien 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 Debt under the Term Loan Facility and any accrued but unpaid interest on the Notes and the Priority Lien 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 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 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 this 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 this Indenture by virtue of such compliance.

Section 4.18

Term Loan Repayment Offer.

(a) Not later than 30 days after each date on which there is a voluntary prepayment, repayment or repurchase of the loans under the Term Loan Facility, the Issuers will make an offer to purchase the Notes in an aggregate principal amount up to the aggregate principal amount of Term Loans repurchased or prepaid (the “Term Loan Offer Amount”) at a price that, as a percentage of the principal acquired, is the same as the price paid in the repurchase or repayment of the Term Loans (each such offer, a “Term Loan Repayment Offer” and such payment, a “Term Loan Payment”).

(b) Not later than 30 days following any voluntary prepayment, repayment or repurchase of the loans under the Term Loan Facility, 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 Term Loan Repayment 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 Term Loan Repayment Offer, the offer shall also state, among other things:

(1) that a voluntary prepayment, repayment or repurchase of the loans under the Term Loan Facility has occurred and a Term Loan Repayment 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 Term Loan Payment and the expiration date of the Term Loan Repayment 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 “Term Loan Payment Date”) not more than five Business Days after the expiration date;

(3) that any Note accepted for payment pursuant to the Term Loan Repayment Offer (and duly paid for on the Term Loan Payment Date) shall cease to accrue interest after the Term Loan 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 Term Loan Repayment 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 Term Loan Payment Date;

the Term Loan Repayment 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

If the Term Loan Repayment Offer is sent prior to the voluntary prepayment, repayment or repurchase of the loans under the Term Loan Facility, it may be conditioned upon the consummation of the voluntary prepayment, repayment or repurchase of the loans under the Term Loan Facility.

(c) On or before the Term Loan 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 Term Loan Repayment Offer. Promptly after such acceptance, on the Term Loan 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 Term Loan Payment in respect of all Notes or portions thereof so tendered; and

(d) On the Term Loan Payment Date, the Paying Agent shall mail or electronically send to each Holder of Notes accepted for payment the Term Loan 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 Term Loan Payment Date.

(e) If the aggregate principal amount of Notes surrendered in a Term Loan Repayment Offer exceeds the Term Loan Offer Amount, the Issuers 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.

(f) The Issuers 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 the purchase of the Notes pursuant to a Term Loan Repayment Offer pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with the Term Loan Repayment Offer provisions in this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Term Loan Repayment Offer provisions of this Indenture by virtue of such compliance.

Section 4.19

Main Issuer Activities.

The Main Issuer may not (a) Incur any Debt other than described above under clauses (1), (2), (3), (5) and (9) of Section 4.09, (b) (i) beneficially own, directly or indirectly, any Equity Interests in any Entity unless the Main Issuer beneficially owns 100% of such Equity Interests or (ii) own any other material assets other than cash or Cash Equivalents or receivables arising in connection with intercompany transactions, or (c) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. The Main Issuer may not engage in any business or transactions not related directly or indirectly to (x) the performance of its obligations under this Indenture and the Notes or (y) holding 100% of the Capital Stock of PIC Acquisition (other than, for the avoidance of doubt, (i) any transaction pursuant to the terms of either Management Services Agreement, including the payment of management or similar fees and any indemnification and reimbursement payments required thereunder, and (ii) any tax sharing

payments permitted under Section 4.07), provided that the Main Issuer and its Subsidiaries, including Wilpinjong Opco, may hold intercompany receivables from, or incur intercompany payables to, each other, unless otherwise prohibited hereunder.

Section 4.20

Co-Issuer Activities.

The Co-Issuer may not (a) Incur any Debt (other than the Notes and the Term Loans), (b) have any direct or indirect Subsidiaries, (c) own, directly or indirectly, any Equity Interests or any other assets, or (d) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. The Co-Issuer may not engage in any business or transactions not related directly or indirectly to obtaining money or arranging financing for the Main Issuer (other than, for the avoidance of doubt, (i) any transaction pursuant to the terms of either Management Services Agreement, including the payment of management or similar fees, any indemnification and reimbursement payments required thereunder and (ii) any tax sharing payments permitted under Section 4.07).

Section 4.21

PIC Acquisition Activities.

PIC Acquisition may not (a) Incur any Debt, (b) beneficially own, directly or indirectly, any Equity Interests in any Entity other than holding 100% of the Capital Stock of Wilpinjong Opco, provided that PIC Acquisition and its Subsidiaries, including Wilpinjong Opco, may hold intercompany receivables from, or incur intercompany payables to, each other, unless otherwise prohibited hereunder, or (c) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Section 4.22

Changes in Covenants if Notes Are Rated Investment Grade.

(a) If at any time (i) the Notes are rated Investment Grade by each of S&P and Xxxxx’x (or, if either (or both) of S&P and Xxxxx’x have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies), (ii) no Default or Event of Default has occurred and is continuing under this Indenture and (iii) the Issuers have delivered to the Trustee an Officer’s Certificate of the Main Issuer certifying to the foregoing provisions in this Section 4.22(a) then, beginning on that day and subject to the provisions of the following paragraph, Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.16 hereof will be suspended (the “Suspension Period”).

(b) Notwithstanding the foregoing, if the rating assigned to the Notes by either Rating Agency should subsequently decline to below Investment Grade, the foregoing covenants will be reinstituted as of and from the date of such rating decline (the “Reversion Date”). Calculations under the reinstated Section 4.07 hereof will be made as if Section 4.07 hereof had been in effect since the date of this Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while Section 4.07 hereof was suspended. Furthermore, all Debt incurred during the Suspension Period will be deemed to have been incurred or issued pursuant to Section 4.09(b)(2) hereof. Notwithstanding that the suspended covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any Suspension Period (or upon termination of any covenant Suspension Period or after that time based solely on events that occurred during the Suspension Period).

(c) The Issuers shall promptly deliver to the Trustee an Officer’s Certificate of the Main Issuer notifying the Trustee of any event giving rise to a Suspension Period or a Reversion Date, the date thereof and identifying the suspended covenants. The Trustee shall not have any obligation to monitor the ratings of the Notes, determine whether a Suspension Period or Reversion Date has occurred or notify Holders of the occurrence or dates of any Suspension Period, suspended covenants or Reversion Date.

Section 4.23

Obligation to Maintain Ratings.

The Issuers shall take all necessary actions to have a rating assigned to the Notes by either Rating Agency prior to the Issue Date and to maintain a rating of the Notes by at least one Rating Agency so long as any of the Notes are outstanding.

Section 4.24

Sale and Lease-Backs.

The Issuers shall not become or remain liable as leasee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Issuers or any Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than Wilpinjong Opco or any of its Subsidiaries) and (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by the Issuers or such Subsidiary to any Person (other than Wilpinjong Opco or any of its Subsidiaries) in connection with such lease.

Section 4.25

Amendments or Waivers of Organizational Documents.

The Issuers shall not agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Issue Date, in each case, to the extent the same would reasonably be expected to be material and adverse to the Holders (in the good faith determination of the Main Issuer), without obtaining the prior consent to such amendment, restatement, supplement or other modification or waiver of the Holders of a majority of the aggregate principal amount of the outstanding Notes, and thereafter taking such steps as are necessary to maintain the perfection of the Collateral Trustee’s Lien on the Collateral.

ARTICLE V.

SUCCESSORS

Section 5.01

Consolidation, Merger or Sale of Assets.

(a) None of the Issuers or PIC Acquisition will: (x) consolidate or merge with or into any Person; or (y) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, to any Person.

(b) None of the Issuers or PIC Acquisition will lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

(c) Peabody will not consolidate or merge with or into, or sell, assign, transfer, lease or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:

(1) the resulting, surviving or transferee Person (if not Peabody) shall be a Person organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of Peabody under the Notes, including pursuant to the Wilpinjong Mandatory Offer;

(2) except in the case of a merger entered into solely for reincorporating Peabody in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (1), there shall not have occurred an Event of Default described in clause (i)(i) or (ii) in the definition thereof;

(3) such transaction shall be permitted under the Peabody Existing Indenture and the Peabody 2024 Notes Indenture, excluding the effect of any amendments to or waivers with respect to either of such indentures after the Issue Date; and

(4) the Issuers shall have delivered to the Trustee an Officer’s Certificate of the Main Issuer and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.01

Events of Default.

Each of the following is an “Event of Default” with respect to the Notes:

(a) the Issuers default in the payment of the principal and premium, if any of any Note when the same becomes due and payable at final maturity, upon acceleration or redemption, or otherwise (other than pursuant to an Offer to Purchase);

(b) the Issuers default in the payment of interest on any Note when the same becomes due and payable, and the default continues for a period of 30 days;

(c) the Issuers fail to make an Offer to Purchase and thereafter accept and pay for Notes tendered when and as required pursuant to Sections 4.10, 4.14, 4.16 or 4.18 hereof or the Issuers fail to comply with Section 5.01 hereof;

(d) the Main Issuer or any Subsidiary defaults in the performance of or breach any other of its covenants or agreements in this Indenture, under the Notes or under the other Note Documents (other than a default specified in clause (a), (b) or (c) above) and the default or breach continues for a period of 60 consecutive days (or 90 consecutive days in the case of a failure to comply with Section 4.03 hereof) after written notice to the Main Issuer by the Trustee or to the Main Issuer and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;

(e) there occurs with respect to any Debt of the Main Issuer or any of its Subsidiaries and/or Co-Issuer, as applicable, having an outstanding principal amount of $20.0 million or more an event of default, including failure to make a principal payment on such Debt when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(f) one or more final judgments or orders for the payment of money are rendered against the Main Issuer or any of its Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes, in each case, the aggregate amount for such final judgments or orders outstanding and not paid or discharged against such Person to exceed $20.0 million (in excess of amounts which the Issuers’ insurance carriers have agreed to pay under applicable policies), or its foreign currency equivalent, during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(g) the Main Issuer, Co-Issuer or any other Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would be a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(1) commences a voluntary case,

(2) consents to the entry of an order for relief against it in an involuntary case,

(3) consents to the appointment of a custodian of it or for all or substantially all of its property,

(4) makes a general assignment for the benefit of its creditors, or

(5) generally is unable to pay its debts as they become due;

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against the Main Issuer, the Co-Issuer or any other Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would be a Significant Subsidiary in an involuntary case,

(2) appoints a custodian of the Main Issuer, the Co-Issuer or any other Subsidiary that is a Significant Subsidiary or any group of its Subsidiaries that, taken as a whole, would be a Significant Subsidiary or for all or substantially all of the property of the Main Issuer, Co-Issuer or any other Subsidiary or any group of its Subsidiaries that, taken as a whole, would be a Significant Subsidiary, or

(3) orders the liquidation of the Main Issuer, the Co-Issuer or any other Subsidiary that is a Significant Subsidiary or any group of its Subsidiaries that, taken as a whole, would be a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(i) (i) the permanent cessation of production of coal at the Wilpinjong Mine, or such cessation continues for more than 90 days and there is no reasonable likelihood that such production will continue, (ii) the occurrence of an event of default under the step-in deed for the benefit of Wilpinjong Mine Customer and the Wilpinjong Mine Customer exercises its step-in right to appoint a receiver to operate the Wilpinjong Mine and such receiver refuses to operate the Wilpinjong Mine for third-party production in a manner resulting in production substantially similar to the production from the ordinary course operation of the Wilpinjong Mine, or (iii) the Wilpinjong Mine Customer receiving payments or additional collateral (to which the Wilpinjong Mine Customer is not entitled at the Issue Date) and such payments or additional collateral are in excess of a Fair Market Value (or face value with respect to letters of credit or guarantees) of $20.0 million from the Main Issuer or any of its Subsidiaries as consideration to forbear from exercising its rights or waive any such event of default under any long-term supply contract;

(j) the occurrence of the following:

(1) except as permitted by the Note Documents, any Note Document establishing the Priority Liens ceases for any reason to be enforceable; provided that it will not be an Event of Default under this clause (j)(1) if the sole result of the failure of one or more Note Documents to be fully enforceable is that any Priority Lien purported to be granted under such Note Documents on Collateral ceases to be an enforceable and perfected Priority Lien; provided that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 60 days after any Officer of the Main Issuer or any Subsidiary becomes aware of such failure, which failure has not been cured during such time period;

(2) except as permitted by the Note Documents, any Priority Lien purported to be granted under any Note Document on Collateral ceases to be an enforceable and perfected first priority Lien, subject to Permitted Liens; provided that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 60 days after any Officer of the Main Issuer or any Subsidiary becomes aware of such failure, which failure has not been cured during such time period; and

(3) the Issuers, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Issuers set forth in or arising under any Note Document establishing Priority Liens;

(k) (i) any termination of the Surety Transaction Support Agreement by any sureties signatory thereto, provided that such termination or terminations result in the ~~Main Issuer~~Issuers or any of ~~its~~their Subsidiaries making payments or delivering collateral to such sureties beyond the collateral that such sureties are entitled to as of the Issue Date, and such payments or additional collateral are in excess of a Fair Market Value (or face value with respect to delivered letters of credit or guarantees) of $20.0 million in the aggregate, or (ii) any modification or amendment of or supplement to the Surety Transaction Support Agreement materially adverse to Peabody or any of its Subsidiaries;

(l) Peabody fails to comply with any obligation under the Transaction Support Agreement that survives or arises after the Issue Date (including any post-effective date covenant) and the default or breach continues for a period of 30 consecutive days after written notice to Peabody by the Trustee or to Peabody and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes; or

(m) the termination of the Management Services Agreements unless at the time of such termination there are arrangements in place providing for substantially the same services to be provided to the Main Issuer and its Subsidiaries on terms not materially less favorable to the Main Issuer and its Subsidiaries than the Management Services Agreements or the Management Services Agreements are amended in any manner materially adverse to the Main Issuer and its Subsidiaries.; or

(n) any subordinated Debt or any Debt secured by a Junior Lien (including any Junior Lien Debt) permitted hereunder or the guarantees thereof or, in the case of any Debt secured by a Junior Lien (including any Junior Lien Debt), the Liens securing such Debt, shall cease, for any reason, to be validly subordinated to the Obligations of the Issuers hereunder as provided in the Collateral Trust Agreement or the indenture or other instrument governing such Debt or any Issuer or Guarantor, the trustee in respect of any such Debt or the holders of at least 25% in aggregate principal amount of such Debt shall so assert.

Section 6.02

Acceleration.

If any Event of Default (other than an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof with respect to any Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Main Issuer (and to the Trustee if the notice is given by the Holders), may declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs with respect to the Main Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under Section 6.01(g) or Section 6.01(h) hereof (including the acceleration of any portion of the Notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under Section 3.07 hereof exceeds the principal amount of the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the Notes, and interest shall accrue on the full principal amount of the Notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under Section 6.01(g) or Section 6.01(h) hereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes and the Issuers and ~~the Wilpinjong Credit Parties~~any Guarantor to the extent they provide guarantees for the Notes pursuant to Article X agree that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. THE ISSUERS, AND TO THE EXTENT APPLICABLE, ~~THE WILPINJONG CREDIT PARTIES~~ANY GUARANTOR IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and if applicable, ~~the Wilpinjong Credit Parties~~any Guarantor will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between Holders and the Issuers giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers and any Guarantor shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if

applicable, ~~the Wilpinjong Credit Parties~~any Guarantor, expressly acknowledge that their agreement to pay the Redemption Price Premium to Holders as herein described was a material inducement to investors to acquire the Notes.

Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Redemption Price Premium shall be due and payable with respect to any Notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer.

Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Main Issuer and the Trustee that such Holder is not (or, in the case such holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate of the Main Issuer stating that the Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officer’s Certificate of the Main Issuer stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (except with respect to any indemnity offered to the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate of the Main Issuer delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Main Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.

The Holders of a majority in principal amount of the outstanding Notes by written notice to the Main Issuer and to the Trustee may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if:

(a) all existing Events of Default, other than the nonpayment of the principal of, and interest on, the Notes that have become due solely by the declaration of acceleration, have been cured or waived; and

(b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Section 6.03

Other Remedies.

Section 6.04

Waiver of Past Defaults.

Section 6.05

Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law, this Indenture or the other Note Documents, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction (it being understood that the Trustee shall have no duty to determine whether any direction is prejudicial to any Holder). In addition, the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from the Holders. Neither the Trustee nor the Collateral Trustee shall be obligated to take any action at the direction of Holders of Notes unless such Holders have offered, and if requested, provided to the Trustee and the Collateral Trustee indemnity or security satisfactory to the Trustee and the Collateral Trustee.

Section 6.06

Limitation on Suits.

(a) the Holder of a Note has previously given to the Trustee written notice of a continuing Event of Default;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07

Rights of Holders to Receive Payment.

Notwithstanding anything in this Indenture to the contrary, the right of any Holder of a Note to receive payment of principal of, or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, shall not be impaired or affected without the consent of that Holder.

Section 6.08

Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or Section 6.01(b) hereof occurs and is continuing, the Trustee is authorized to recover a judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium on, if any, and interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09

Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10

Priorities.

Subject to the Collateral Trust Agreement, if the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

Third: to the Issuers or to such other party as a court of competent jurisdiction shall direct.

The Trustee, upon written notice to the Issuers, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11

Undertaking for Costs.

ARTICLE VII.

TRUSTEE

Section 7.01

Duties of Trustee.

(b) Except during the continuance of an Event of Default that is actually known to a Responsible Officer of the Trustee:

(c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraphs (b) or (e) of this Section 7.01;

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties under this Indenture.

Section 7.02

Rights of Trustee.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Main Issuer or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate of the Main Issuer or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of the Main Issuer.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless a Responsible Officer has actual knowledge thereof and such Holders have offered, and if requested, provided, to the Trustee indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default under the Notes unless written notice of such default or Event of Default from the Issuers or any Holder of Notes is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(i) Before the Trustee acts or refrains from acting, it may request that the Main Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officer’s Certificate of the Main Issuer, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(l) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(m) The Trustee shall have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or document, including without limitation, the Transaction Support Agreement, the Surety Transaction Support Agreement, the step-in deed with respect to the Wilpinjong Mine, the Management Services Agreements, other than this Indenture and the other Note Documents.

Section 7.03

Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.08 and 7.09 hereof.

Section 7.04

Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05

Notice of Defaults.

If any Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs, unless the Default has been cured, provided that except in the case of a default in the payment of the principal of or interest on, any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders. The Trustee will not be deemed to have knowledge of any Defaults or Events of Default unless written notice of an event, which is in fact a Default, has been delivered to the Trustee at its office specified in this Indenture and such notice references the Notes and the Indenture and states it is a “Notice of Default.”

Section 7.06

Compensation and Indemnity.

(a) The Issuers will pay to the Trustee and the Collateral Trustee from time to time such compensation as is agreed in writing to from time to time by the Issuers and the Trustee or Collateral Trustee, as applicable, for its acceptance of this Indenture and services hereunder. The Trustee’s and the Collateral Trustee’s compensation will not be limited by any law on compensation of a Trustee of an express trust. The Issuers will reimburse the Trustee and the Collateral Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services except for any such disbursement, advance or expense as shall have been caused by the Trustee’s or Collateral Trustee’s gross negligence or willful misconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Trustee’s respective agents and counsel.

(b) The Issuers and any Guarantors, jointly and severally, will indemnify the Trustee and the Collateral Trustee (which for purposes of this Section 7.06(b) shall include each of their officers, directors, employees and agents) against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Issuers (including this Section 7.06) and defending itself against any claim (whether asserted by the Issuers, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder and under the other Note Documents, except to the extent any such loss, liability or expense shall be determined to have been caused by the Trustee’s or Collateral Trustee’s, as the case may be, own gross negligence or willful misconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers of their obligations hereunder. The Issuers will defend the claim and the Trustee will cooperate in the defense. The Trustee and Collateral Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent will not be unreasonably withheld.

(c) The obligations of the Issuers under this Section 7.06 will survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee or the Collateral Trustee.

(d) To secure the Issuers’ payment obligations in this Section 7.06, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. The Trustee’s and Collateral Trustee’s respective right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or Indebtedness of the Issuers.

Section 7.07

Replacement of Trustee.

(b) The Trustee may resign in writing at any time upon 30 days’ written notice to the Issuers and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee with respect to such Notes by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.09 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for the Notes for any reason, the Issuers will promptly appoint a successor Trustee of the Notes. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail or electronically send a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Issuers’ obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee.

Section 7.08

Successor Trustee by Merger, etc.

Section 7.09

Eligibility; Disqualification.

ARTICLE VIII.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may at any time, at the option of their respective Boards of Directors evidenced by a resolution set forth in an Officer’s Certificate of the Main Issuer, elect to have either Section 8.02 or Section 8.03 hereof be applied to the outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.02

Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers will be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture

referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(2) the Issuers’ obligations with respect to such Notes under Article II and Section 4.02 hereof;

(3) the rights, powers, trusts, duties, immunities and indemnities of the Trustee and the Collateral Trustee, and the Issuers’ obligations in connection therewith; and

(4) this Article VIII.

Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03

Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and Peabody, as applicable, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.22 hereof and Section 5.01(c) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers’ may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof with respect to the Notes, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c), (d), (e), (f), (i), (j), (k), (l) and (m) hereof will not constitute Events of Default with respect to the Notes.

Section 8.04

Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel confirming that:

(A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharged or replaced) to which the Issuers is a party or by which the Issuers are bound;

(6) the Issuers must deliver to the Trustee an Officer’s Certificate of the Main Issuer stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and

(7) the Issuers must deliver to the Trustee and the Collateral Trustee an Officer’s Certificate of the Main Issuer and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

In addition, the Collateral will be released from the Lien securing the Notes, as provided in Section 12.04 hereof, in accordance with this Article VIII hereof.

Section 8.05

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the written request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06

Repayment to the Issuers.

Subject to applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium on, if any, or interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

Section 8.07

Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium on, if any, or interest, if any, on, any Note following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders.

(a) Notwithstanding Section 9.02 hereof, the Issuer, the Trustee and the Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes and the other Note Documents without notice to or the consent of any Holder of a Note:

(1) to cure any ambiguity, defect, omission, mistake or inconsistency in the Note Documents;

(2) to comply with the requirements of Section 5.01 hereof;

(3) to evidence and provide for the acceptance of an appointment by a successor Trustee;

(5) to provide for any Guarantee of the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of the Notes when such release, termination or discharge is permitted by this Indenture;

(6) [reserved];

(7) (i) to conform to the provisions of the “Description of the New Co-Issuer Notes” for the Notes; or (ii) to conform the text of the Note Documents or any other such documents (in recordable form) as may be necessary or advisable (in the Issuers’ reasonable discretion) to preserve and confirm the relative priorities of the Priority Lien Obligations and as such priorities are contemplated and set forth in the Collateral Trust Agreement;

(8) make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents, including to secure additional Priority Lien Debt;

(9) release, discharge or terminate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge or termination;

(10) as provided in the Collateral Trust Agreement;

(13) to comply with the rules of any applicable securities depositary; or

(14) to make any other change that does not materially and adversely affect the rights of any Holder of a Note, including, without limitation, any such change as may be required pursuant to Section 2(c) of the Transaction Support Agreement that may be set forth in an amendment or supplement to or amendment and restatement of this Indenture accompanied by, in addition to the documents required by Section 9.05 and 13.02, an Officer’s Certificate of the Main Issuer stating that such changes are required by such Section 2(c) of the Transaction Support Agreement and do not materially and adversely affect the rights of any Holder of a Note.

Upon the request of the Issuers accompanied by a resolution of their respective Board of Directors, authorizing the execution of any such amended or supplemental indenture or amendment or supplement to any Note Document, and upon receipt by the Trustee and Collateral Trustee, if applicable of the documents described in Section 9.05 hereof, the Trustee shall and shall direct the Collateral Trustee to, if applicable, join with the Issuers in the execution of any amended or supplemental indenture, or any supplement or amendment to any Note Document, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but each of the Trustee and Collateral Trustee shall not be obligated to enter into such amended or supplemental indenture or amendment or supplement to such Note Document that affects its own rights, duties or immunities under this Indenture, the Note Documents or otherwise.

Section 9.02

With Consent of Holders.

Except as provided below in this Section 9.02, the Issuers, the Trustee and Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes and the other Note Documents with the consent of the Holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, and, subject to Section 6.04 and Section 6.07 hereof, compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least 66.67% in aggregate principal amount of the then outstanding Notes. For the avoidance of doubt, any existing Default or Event of Default may, by notice to the Trustee, be waived by the Holders of a majority in aggregate principal amount of the outstanding Notes in accordance with Section 6.04 hereof.

Upon the request of the Issuers accompanied by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental indenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Trustee, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Trustee, if

applicable, of the documents described in Section 9.05 hereof, the Trustee and Collateral Trustee, if applicable, shall join with the Issuers in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture or amendment or supplement to such Note Document affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case each of the Trustee and Collateral ~~Agent~~Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to such Note Document.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall send to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Subject to Section 6.04 and Section 6.07 hereof, the Holders of at least 66.67% in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes.

Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 85.00% of the aggregate principal amount of the then outstanding Notes, an amendment, supplement or waiver under this Section 9.02 may not (i) release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, (ii) alter or waive the provisions with respect to the redemption of the Notes described under Section 4.10, Section 4.14, Section 4.16 and Section 4.18 or (iii) modify or change any provision of this Indenture affecting the ranking of the Notes in a manner materially adverse to the Holders of the Notes.

(1) reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note or alter or waive the provisions with respect to the redemption of the Notes (other than the provisions described under Section 4.10, Section 4.14 and Section 4.16);

(2) reduce the rate of or change the Stated Maturity of any interest payment on any Note;

(3) reduce the amount payable upon the redemption of any Note or, in respect of an optional redemption, the times at which any Note may be redeemed;

(4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or institute suit for the enforcement of any such payment;

(7) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or waiver;

(8) [reserved];

(9) [reserved];

(10) modify or amend the provisions in this Indenture regarding the waiver of past Defaults and the waiver of certain covenants by the Holders of such Notes affected thereby, except to increase any

percentage vote required or to provide that certain other provisions of this Indenture may not be modified or waived without the consent of the Holder of each Note affected thereby; or

(11) modify or amend any of the above or this amendment and waiver provision.

Neither the Issuers nor any of their Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Section 9.03

Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee and the Issuers receive written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date except to the extent that the requisite number of consents to the amendment, supplement or waiver have been obtained within such 90-day period or as set forth in the next paragraph of this Section 9.03.

Section 9.04

Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers, in exchange for all Notes, may issue and the Trustee, upon receipt of an Issuers Order, shall authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05

Trustee to Sign Amendments, etc.

protected in relying upon, an Officer’s Certificate of the Main Issuer and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture, the Collateral Trust Agreement and the other Note Documents and that all conditions precedent to the execution and delivery of such amendments or supplements have been satisfied.

Section 9.06

Effect of Supplemental Indentures.

ARTICLE X.

NOTE GUARANTEES

Section 10.01

Guarantee.

If any of PIC Acquisition, Wilpinjong Opco or any of the Main Issuer’s direct or indirect Subsidiaries becomes a Guarantor upon execution of a supplemental indenture with the Trustee substantially in the form of Exhibit F hereto in accordance with Section 4.15 hereof, each such Guarantor will be subject to the terms of this Article X.

(a) Subject to this Article X, upon execution of a supplemental indenture with the Trustee substantially in the form of Exhibit F hereto in accordance with Section 4.15 hereof, each of the Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Trustee and each of their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(1) the principal of, premium, if any, on, and interest (including interest accruing after the filing of any petition in bankruptcy or like proceeding relating to either of the Issuers or any other Guarantor, whether or not allowed in such proceeding), if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (including interest accruing after the filing of any petition in bankruptcy or like proceeding relating to either of the Issuers or any other Guarantor, whether or not allowed in such proceeding), if any, on, the Notes, if lawful, and all other obligations of the Issuers to the Holders, the Trustee or the Collateral Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, marshaling, filing of claims with a court in the event of insolvency or bankruptcy of either of the Issuers, any right to require a proceeding first against either of the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be subject to any impairment, set off, defense, counterclaim or discharge except by complete performance of the obligations contained in the Notes and this Indenture. Without limiting the generality of the foregoing, this Note Guarantee and the obligations of each

Guarantor hereunder shall not be affected by, and each Guarantor hereby waives all rights, claims or defenses that it might otherwise have with respect to:

(2) any change, reorganization or termination of the corporate structure or existence of the Issuers or any other Guarantor or any of their Subsidiaries and any corresponding restructuring of the obligations hereunder; or

(c) If any Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee, the Collateral Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

Section 10.02

Limitation on Guarantor Liability.

Section 10.03

Execution and Delivery of Note Guarantee.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Issuers or any of their Subsidiaries creates or acquires any Subsidiary after the date of this Indenture, if required by Section 4.15 hereof, the Issuers will cause such Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

Section 10.04

Releases.

(a) The Note Guarantee and all other obligations under this Indenture of a Guarantor will terminate and be released: (a) in connection with a sale or other disposition (including by way of consolidation or merger or otherwise) of the Guarantor or the sale or other disposition of all or substantially all the assets of the Guarantor (other than to the Issuers or their Subsidiaries) in connection with a transaction or circumstance that does not violate this Indenture; (b) upon a disposition of the majority of the Capital Stock of the Guarantor to a third Person in connection with a transaction or circumstance that does not violate this Indenture, after which the Guarantor is no longer a Subsidiary; or (c) upon a liquidation or dissolution of the Guarantor so long as no Default occurs as a result thereof, if its assets are distributed to the Issuers or another Guarantor; or (d) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of this Indenture pursuant to Article XI hereof.

(b) Upon delivery by the Issuers to the Trustee of an Officer’s Certificate of the Main Issuer to the effect that such sale or other disposition was made in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or such Note Guarantee is to be released pursuant to the provisions of Section 10.04(a) and the documents required by Section 13.02 hereof, the Trustee shall execute any documents reasonably requested by the Main Issuer in order to evidence the release of any Guarantor from all of its obligations under its Note Guarantee and this Indenture. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations it has guaranteed pursuant to this Article X.

ARTICLE XI.

SATISFACTION AND DISCHARGE

Section 11.01

Satisfaction and Discharge.

This Indenture will be discharged with respect to the Notes and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of Notes , cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and interest, if any, to the date of maturity or redemption;

(2) in respect of subclause (B) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and/or any similar deposit relating to other Debt and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers are a party or by which the Issuers are bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Debt, and in each case the granting of Liens to secure such borrowings);

(3) the Issuers have paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes; and

(4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate of the Main Issuer and an Opinion of Counsel to the Trustee and the Collateral Trustee stating that all conditions precedent to satisfaction and discharge (and any related release of Collateral) have been satisfied. The Collateral will be released from the Lien securing the Notes, as provided in Section 12.04 hereof in accordance with this Article XI.

Section 11.02

Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money or Government Securities deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium on, if any, or interest, if any, on, any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE XII.

COLLATERAL AND SECURITY

Section 12.01

Security Interest.

The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and any Guarantors to the Holders or the Trustee and the Notes (including, without limitation, any Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents.

Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Priority Collateral Trustee, and each Holder directs the Trustee to enter (and to direct the Priority Collateral Trustee to enter) into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with respect to the provisions thereof. Each of the Issuers consents and agrees, and any Guarantor will consent and agree, to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith.

The Issuers will deliver to the Trustee copies of all documents delivered to the Priority Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Priority Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause any Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Priority Collateral Trustee for the benefit of the Holders of the Notes, holders of other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents.

Section 12.02

Collateral Trust Agreement and Other Agreements.

This Article XII and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Issuers consent to and agree to be bound by, and any Guarantors will consent to and agree to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement, (b) authorizes and instructs the Trustee, on behalf of each holder of Obligations hereunder, to execute and deliver the Collateral Trust Agreement (and to direct the Priority Collateral Trustee to execute and deliver the Collateral Trust Agreement), to appoint the Priority Collateral Trustee thereunder, and to perform its obligations thereunder as Priority Lien Representative and (c) authorizes and instructs the Priority Collateral Trustee to execute, deliver and perform its obligations under the Security Documents.

The Indenture and the Security Documents shall also be subject to the Agreed Security Principles.

Section 12.03

Collateral Trustee.

(1) Wilmington Trust, National Association will initially act as the Priority Collateral Trustee for the benefit of the Holders of the Notes and all other Priority Lien Obligations outstanding from time to time.

(2) Wilmington Trust, National Association (in its capacity as “Priority Collateral Trustee” under the Junior Lien Intercreditor Agreement) will initially act as the Junior Collateral Trustee for the benefit of the holders of the Junior Lien Obligations outstanding from time to time.

(3) Neither the Issuers nor any of their Affiliates may act as Collateral Trustee.

(5) Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Secured Parties in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated:

(A) to act upon directions purported to be delivered to it by any Person;

(B) to foreclose upon or otherwise enforce any Lien; or

(C) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral.

The Issuers will deliver to each Secured Debt Representative copies of all Security Documents delivered to the Collateral Trustee acting for the benefit of such Secured Debt Representative.

Section 12.04

Release of Liens on Collateral.

The Collateral Trustee’s Liens on the Collateral will be released in any one or more of the circumstances described in the Collateral Trust Agreement.

Section 12.05

Release of Liens in Respect of Notes.

(1) upon the satisfaction and discharge of this Indenture, in accordance with Article XI hereof;

(2) upon a Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof;

(4) in whole or in part, with the consent of the Holders of the requisite percentage of the Notes in accordance with Article IX hereof; or

(5) with respect to the assets of any Guarantor, at the time such Guarantor is released from its Note Guarantee in accordance with Section 10.04.

Section 12.06

Equal and Ratable Sharing of Collateral by Holders of Priority Lien Debt.

Notwithstanding:

(1) anything to the contrary contained in the Security Documents;

(2) the time of Incurrence of any Series of Priority Lien Debt or Series of Junior Lien Debt;

(3) the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt;

(4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral;

(5) the time of taking possession or control over any Collateral;

(6) that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or

(7) the rules for determining priority under any law governing relative priorities of Liens:

(A) all Priority Liens granted at any time by the Issuers or any Guarantor will secure, equally and ratably, all present and future Priority Lien Obligations (including the Notes, if any, that remain outstanding following the offering); and

(B) all proceeds of all Priority Liens granted at any time by the Issuers or any Guarantor will be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations.

Section 12.07

Relative Rights

Nothing in this Indenture or the Security Documents will:

(1) impair, as to the Issuers and the Holders, the obligation of the Issuers to pay principal of, premium and interest on the Notes in accordance with their terms or any other obligation of the Issuers or any other Grantor;

(2) affect the relative rights of Holders as against any other creditors of the Issuers or any other Grantor (other than holders of Priority Liens or Junior Liens);

(5) restrict or prevent any holder of Junior Lien Obligations, the Collateral Trustee or the Junior Lien Representative from taking any lawful action in an Insolvency or Liquidation Proceeding not specifically restricted or prohibited by the Collateral Trust Agreement.

Section 12.08

Further Assurances; Insurance.

The Issuers and each of the other Grantors will do or cause to be done all acts and things that may be required, or that any Controlling Representative from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the Secured Parties, duly created and enforceable and perfected Liens upon the Collateral (including, subject to the Agreed Security Principles, any property or assets that are acquired or otherwise become, or are required by any Secured Debt Document to become, Collateral after the Notes are issued), in each case, as contemplated by, and with the Lien priority required under, the Secured Debt Documents.

The Issuers and each of the other Grantors will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that any Controlling Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of the Secured Parties; it being understood that none of the Collateral Trustee or any Secured Debt Representative shall have a duty to so request.

The Issuers and the other Grantors will:

(1) keep their properties adequately insured at all times by financially sound and reputable insurers;

operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by them;

(3) maintain such other insurance as may be required by law; and

(4) maintain such other insurance as may be required by the Security Documents.

Upon the request of the Collateral Trustee, the Issuers and the other Grantors will furnish to the Collateral Trustee full information as to their property and liability insurance carriers.

Section 12.09

Intercreditor Agreement.

The Collateral Trustee and the Trustee, as applicable, are hereby directed and authorized to enter into any intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the Incurrence of any Secured Debt, including to clarify the respective rights of all parties in and to designated assets. The Collateral Trustee and Trustee, as applicable, shall enter into any intercreditor agreement at the request of the Main Issuer, provided that (in the case of such intercreditor agreement) the Main Issuer shall have delivered to the Collateral Trustee and the Trustee an Officer’s Certificate of the Main Issuer to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the Notes and the Security Documents. The Collateral Trustee and the Trustee, as applicable, each agrees to execute and deliver any amendment to, waiver of, or supplement to any Security Document or intercreditor agreement authorized pursuant to Article IX or the Collateral Trust Agreement.

Section 12.10

Trustee Duties.

(a) The Trustee, as Priority Lien Representative for the Notes, shall enter into the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Document for the Notes without the written direction of the Holders and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied.

or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

ARTICLE XIII.

MISCELLANEOUS

Section 13.01

Notices.

Any notice or communication by the Issuers or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers:

PIC AU Holdings LLC

PIC AU Holdings Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxx

Fax: (000) 000-0000

With a copy to:

Chief Legal Officer

Fax: (000) 000-0000

With a copy to:

Xxxxx Day 00

Xxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxxxxx X. Xxxxxxx, Esq.

Fax: (000) 000-0000

If to the Trustee:

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: PIC AU Holdings Notes Administrator

Facsimile: (000) 000-0000

The Issuers or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 13.02

Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

(1) an Officer’s Certificate of the Main Issuer (which must include the statements set forth in Section 13.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

Section 13.03

Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.04

Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.05

No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of either of the Issuers will have any liability for any obligations of the Issuers under the Notes, this Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.06

Governing Law; Jurisdiction.

The Issuers and the Guarantors agree that any suit, action or proceeding against the Issuers or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuers and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuers and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuers or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuers or the Guarantors, as the case may be, are subject by a suit upon such judgment.

Section 13.07

No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or their Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.08

Successors.

All agreements of the Issuers in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements in this Indenture of any entity that becomes a Guarantor upon execution of a supplemental indenture with the Trustee will bind its successors, except as otherwise provided in Section 10.04 hereof.

Section 13.09

Severability.

Section 13.10

Counterpart Originals.

Section 13.11

Table of Contents, Headings, etc.

Xxxxxxx 00.00

XXX Xxxxxxx Xxx.

Section 13.13

Waivers of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.

[Signatures on following page]

SIGNATURES

Dated as of ~~January 29~~[ ], 2021


PIC AU HOLDINGS LLC

By:
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Treasurer

PIC AU HOLDINGS CORPORATION

By:
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Treasurer

Signature Page to Indenture


WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee

By:
	Name:	Xxxxx Xxxxxxxx
	Title:	Banking Officer

Signature Page to Indenture


ACKNOWLEDGED AND AGREED TO:

PEABODY ENERGY CORPORATION

By:
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Vice President and Treasurer

Signature Page to Indenture

Face of Note

CUSIP

ISIN

10.000% Senior Secured Notes due 2024


No.		$

PIC AU HOLDINGS LLC

PIC AU HOLDINGS CORPORATION

promises to pay to or registered assigns,

the principal sum of DOLLARS [as the same may be revised on the Schedule of Exchanges of Interests in the Global Note attached hereto] on December 31, 2024.

Interest Payment Dates: March 31, June 30, September 30 and December 31

Record Dates: March 15, June 15, September 15 and December 15

Dated: , 20[ ]

[Signature Pages Follow]

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PIC AU HOLDINGS LLC

By:
		Name:
		Title:

PIC AU HOLDINGS CORPORATION

By:
		Name:
		Title:

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This is one of the Notes referred to in the within-mentioned Indenture

WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee

By:
		Authorized Signatory

Dates:~~Date:~~

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Back of Note

10.000% Senior Secured Notes due 2024

[Insert ~~the Global Note~~OID Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the ~~Private Placement~~Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the ~~OID~~Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. The Issuers promise to pay or cause to be paid interest on the principal amount of this Note at 10.000% per annum from , until maturity. The Issuers will pay interest, if any, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be March 31, 2021. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 2.000% per annum higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest), if any, to the Persons who are registered Holders of Notes at the close of business on the March 15, June 15, September 15 and December 15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Paying Agent and Registrar, or, at the option of the Issuers, payment of interest, if any, may be made by check mailed or electronically sent to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.

(4) INDENTURE AND SECURITY DOCUMENTS. The Issuers issued the Notes under an Indenture dated as of January 29, 2021 (the “Indenture”) between the Issuers and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuers. The Notes are secured by Liens on the Collateral pursuant to the terms of the Security Documents.

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(5) OPTIONAL REDEMPTION. The Notes are subject to optional redemption by the Issuers as provided in Section 3.07 of the Indenture.

(6) REPURCHASE AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control, the Issuers will be required to make an offer to repurchase the Notes as provided in Section 4.14 of the Indenture. Following the occurrence of certain Asset Sales, the Issuers may be required to offer to repurchase the Notes as required in Section 4.10 of the Indenture. In addition, in connection with an Excess Cash Flow Offer, Wilpinjong Mandatory Offer or Term Loan Repayment Offer, the Issuers will be required to make an offer to repurchase the Notes as provided in Section 4.16, Section 4.17 or Section 4.18 of the Indenture, as applicable.

(7) NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Issuers will mail or cause to be mailed, by first class mail or electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be electronically sent or mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles VIII or XI thereof. Notes and portions of Notes selected will be in minimum principal amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

(8) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers or the Registrar need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(9) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(10) AMENDMENT, SUPPLEMENT AND WAIVER. The Notes are subject to the amendment, supplement and waiver provisions set forth in Article IX of the Indenture.

(11) DEFAULTS AND REMEDIES. The Events of Default and remedies of the Holders pertaining to the Notes are set forth in Article VI of the Indenture.

(12) TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee.

(13) NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuers, as such, will have any liability for any obligations of the Issuers under the Notes, the Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(14) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(15) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=

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joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(16) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

PIC AU Holdings LLC

PIC AU Holdings Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

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ASSIGNMENT FORM

To assign this Note, fill in the form below:


(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.


Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-7

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10, 4.14, 4.16, 4.17 or 4.18 of the Indenture, check the appropriate box below:


☐ Section 4.10		☐ Section 4.14

☐ Section 4.16		☐ Section 4.17

☐ Section 4.18

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10, 4.14, 4.16, 4.17 or 4.18 of the Indenture, state the amount you elect to have purchased:


Date:

		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

		Tax Identification No.:

Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

Date of Exchange

Amount of decrease in
Principal Amount of
this Global Note

Amount of increase in
Principal Amount of
this Global Note

Principal Amount of
this Global Note
following such
decrease
(or increase)

Signature of authorized
officer of Trustee or
Custodian

*	This schedule should be included only if the Note is issued in global form.

A-9

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

PIC AU Holdings LLC

PIC AU Holdings Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: PIC AU Holdings Notes Administrator

Facsimile: (000) 000-0000

Re: Co-Issuer Senior Secured Notes

Reference is hereby made to the Indenture, dated as of January 29, 2021(the “Indenture”), among PIC AU Holdings LLC, PIC AU Holdings Corporation and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[CHECK ALL THAT APPLY]

B-1

Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act

(1) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(2) ☐ such Transfer is being effected to an Issuer or a subsidiary thereof;

(3) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

4. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

B-2

Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.



[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER


1.			The Transferor owns and proposes to transfer the following:

		[CHECK ONE OF (a) OR (b)]

	(a)	☐	a beneficial interest in the:

		(i)	☐ 144A Global Note (CUSIP ), or

		(ii)	☐ Regulation S Global Note (CUSIP ), or

		(iii)	☐ IAI Global Note (CUSIP ); or

	(b)	☐	a Restricted Definitive Note

2.			After the Transfer the Transferee will hold:

		[CHECK ONE]

	(a)	☐	a beneficial interest in the:

		(i)	☐ 144A Global Note (CUSIP ), or

		(ii)	☐ Regulation S Global Note (CUSIP ), or

		(iii)	☐ IAI Global Note (CUSIP ); or

		(iv)	☐ Unrestricted Global Note (CUSIP ); or

	(b)	☐	a Restricted Definitive Note; or

	(c)	☐	an Unrestricted Definitive Note,

	in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

PIC AU Holdings LLC

PIC AU Holdings Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: PIC AU Holdings Notes Administrator

Facsimile: (000) 000-0000

Re: Co-Issuer Senior Secured Notes

(CUSIP [ ])

Reference is hereby made to the Indenture, dated as of January 29, 2021 (the “Indenture”), among PIC AU Holdings LLC, PIC AU Holdings Corporation and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

C-1

being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor

C-2


By:
		Name:
		Title:

Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

PIC AU Holdings LLC

PIC AU Holdings Corporation

000 Xxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxxx 00000

Attn: Corporate Secretary

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Attention: PIC AU Holdings Notes Administrator

Facsimile: (000) 000-0000

Re: Co-Issuer Senior Secured Notes

Reference is hereby made to the Indenture, dated as of January 29, 2021 (the “Indenture”), among PIC AU Holdings LLC, PIC AU Holdings Corporation and Wilmington Trust, National Association, as trustee and as collateral trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $ aggregate principal amount of:

(1) ☐ a beneficial interest in a Global Note, or

(2) ☐ a Definitive Note,

we confirm that:

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to an Issuer or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

D-1

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.



[Insert Name of Accredited Investor]

By:
		Name:
		Title:

Dated:

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of January 29, 2021 (the “Indenture”) among PIC AU Holdings LLC, PIC AU Holdings Corporation or their permitted successors (collectively, the “Issuers”) and Wilmington Trust, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, and interest, if any, on, the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders, the Trustee and the Collateral Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes, the Trustee and the Collateral Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.


[NAME OF GUARANTORS]

By:
		Name:
		Title:

E-1

EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , among (the “Guaranteeing Subsidiary”), PIC AU Holdings LLC (or its permitted successors), a Delaware limited liability company (“PIC LLC”), PIC AU Holdings Corp. (or its permitted successors), a Delaware corporation (“PIC Corp.” and together with PIC LLC, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 29, 2021 providing for the issuance of 10.000% Senior Secured Notes due 2024 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders.

CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.

NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of either of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees, Security Documents or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

F-1

EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

RATIFICATION OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

F-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:


[GUARANTEEING SUBSIDIARY]

By:
		Name:
		Title:

PIC AU HOLDINGS LLC

By:
		Name:
		Title:

PIC AU HOLDINGS CORPORATION

By:
		Name:
		Title:

[EXISTING GUARANTORS]

By:
		Name:
		Title:

WILMINGTON TRUST, NATIONAL ASSOCIATION
As Trustee

By:
		Name:
		Title:

F-3

EXHIBIT G

PART I

AGREED SECURITY PRINCIPLES

1.	Agreed Security Principles:

The security to be provided under the Note Documents by any Subsidiary that becomes a Guarantor pursuant to Section 4.15 (Note Guarantees) on or after the Closing Date (an “Additional Guarantor”) will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the security to be provided in relation to the Notes.

The Agreed Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective security from all relevant members of the Group (and for the purposes of this Schedule 1.01, the “Group” shall mean the Wilpinjong Opco and its Subsidiaries) in every jurisdiction in which those members are located. For the avoidance of doubt, Group shall exclude PIC Acquisition. In particular:

general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “earnings stripping”, “controlled foreign corporation”, “thin capitalisation” rules, tax restrictions, retention of title claims and similar matters may limit the ability of a member of the Group to provide security or may require that it be limited as to amount or otherwise and if so, the same shall be limited accordingly; provided that the relevant member of the Group shall use reasonable endeavours to overcome such obstacle;

ii.

members of the Group will not be required to enter into security documents if (or to the extent) it is not within the legal capacity of the relevant members of the Group or if the same would conflict with the fiduciary duties of those directors or contravene any legal prohibition, contractual restriction or regulatory condition or have the potential to result in a material risk of personal or criminal liability for any officer or director of any member of the Group; provided that the relevant member of the Group shall use reasonable endeavours to overcome any such obstacle;

iii.

the relevant member of the Group will use reasonable efforts to assist in demonstrating that adequate corporate benefit accrues to each relevant Group member and to overcome any such other limitations to the extent reasonably practicable;

iv.

the granting of security, when required, and other legal formalities will be completed as soon as reasonably practicable and, in any event, within the time periods specified in the Priority Lien Security Documents therefore or (to the extent no such time periods are specified in the Loan Documents) within the time periods specified by applicable law in order to ensure due perfection, in each case taking into account the Agreed Security Principles;

a key factor in determining whether or not security shall be taken is the applicable cost (including adverse effects on interest deductibility, stamp duty, registration taxes and notarial costs) which shall not be disproportionate to the benefit to the Secured Parties of obtaining such security, in the reasonable judgment of the Controlling Priority Lien Representative (as defined below) and the Main Issuer;

G-1

vi.

having regard to the principle stated at paragraph (v) above, the Main Issuer and the Controlling Priority Lien Representative or its counsel or other designees shall discuss in good faith (having regard to customary practice in the applicable jurisdictions) with a view to determining whether certain security might be provided by the relevant Additional Guarantor granting a promise to pledge in favor of the Secured Parties coupled with an irrevocable power of attorney to the Priority Collateral Trustee as opposed to a definitive legal mortgage or pledge over the relevant asset;

vii.

it is expressly acknowledged that it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets;

viii.

any assets subject to contracts, leases, licenses or other arrangements with a third party which prevent those assets from being charged (or assets which, if charged, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations of the Group (other than a Domestic Group Member (as defined below)) in respect of those assets or require any member of the Group to take any action materially adverse to the interests of the Group or any member thereof) so long as those contracts, leases, license or other third party arrangements are in effect, and such contracts, leases, licenses or arrangements were not entered into for purposes of circumventing or avoiding the requirements of this paragraph (viii), those assets will be excluded from any relevant security document to the extent such consent or charge is deemed ineffective or overridden by any applicable law; provided that reasonable endeavours to obtain consent to charging any such assets (where otherwise prohibited) shall be used by the Group if the Controlling Priority Lien Representative determines the relevant asset is material and the Main Issuer is satisfied that such endeavours will not involve placing commercial relationships with third parties in jeopardy, but unless prohibited this shall not prevent security being given over any receipt or recovery under such contract, lease or licence;

ix.

the terms of the security granted will not restrict the relevant member of the Group to conduct its operations and business in the ordinary course as otherwise permitted by the Priority Lien Security Documents in a manner which would have a material adverse effect on the ability of the relevant Group member to do so (including by way of imposing any restriction or practical limitation on the ability of the Group to enter into leasing, vendor financing, maintenance, insurance or similar or equivalent arrangements otherwise permitted by the terms of the Indenture and the other Priority Lien Documents or where the giving of security would result in failure to meet customary bid qualification criteria) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph (ix);

security will not be required from or over, or over the assets of, any joint venture or similar arrangement, any minority interest or any member of the Group that is not wholly- owned by another member of the Group, so long as and to the extent any Organizational Document, shareholders agreement or similar agreement would prohibit the granting of such security and only to the extent such prohibition is not deemed ineffective or overridden by any applicable law; provided that the relevant member of the Group shall use reasonable endeavours to obtain any required consents or overcome any such restrictions for the granting of such security; and

xi.

to the extent possible, all security will be granted in favor of the Priority Collateral Trustee and not the secured creditors individually (with the Priority Collateral Trustee to hold one set of security documents for all the Secured

G-2

Parties (as defined in the Collateral Trust Agreement); provided that parallel debt provisions will be used where necessary (and included in the Indenture and not the individual Priority Lien Security Documents as necessary and advisable).

2.	Terms of Security Documents:

Unless otherwise agreed by the Main Issuer and the Controlling Priority Lien Representative (as defined in the Collateral Trust Agreement, the “Controlling Priority Lien Representative”), the following principles will be reflected in the terms of any security taken in connection with the Agreement:

security will only be enforceable if an Event of Default has occurred and is continuing;

notification of security over bank accounts will be given to the bank holding the account where required for perfection of security; provided that this is not inconsistent with the Group retaining control over and access to the balances on the accounts; for the avoidance of doubt, subject to the provisions of Part II, Paragraph 6(a), there will be no “fixed” security over bank accounts, cash or receivables or any obligation to hold or pay cash and receivables in particular accounts, and, until an Event of Default has occurred, the Group shall have complete discretion to move and deal with cash and receivables; provided that in doing so it does not otherwise breach the terms of the Indenture. The pledgor shall use its best efforts, to the extent commercially practicable, to receive a duly executed acknowledgement (in the form to be agreed with the account bank, the pledgor and the pledgee) from the account bank within three (3) Business Days after the form of acknowledgement has been agreed and notified to the account bank by the Pledgor. Such notice of acknowledgement shall confirm that the account bank waives any right of set-off, lien, right of retention and any similar rights existing under the general business conditions of the account bank, subject to customary exceptions;

notification of receivables security to debtors will only be given if an Event of Default has occurred and is continuing;

notification of any security interest over insurance policies will only be served on any insurer of the Group assets if an Event of Default has occurred and is continuing;

the security documents should only operate to create security rather than to impose new commercial obligations; accordingly (i) they should not contain additional representations, undertakings or indemnities (including, without limitation in respect of insurance, information, maintenance or protection of assets or the payment of costs) unless these are the same as or consistent with those contained in other Priority Lien Documents and are required for the creation, perfection or continued perfection of the security and (ii) they should not operate so as to prevent any transaction not otherwise prohibited under the Priority Lien Documents;

in respect of the share pledges and pledges of intra-group receivables, unless an Event of Default has occurred and is continuing, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which (other than pursuant to a step or matter which does not otherwise breach the terms of the Indenture and the other Priority Lien Documents) does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the pledgors will be permitted to receive dividends and other payments on or in respect of pledged shares and payment of intragroup receivables and retain the proceeds and/or use the proceeds for any other purpose not prohibited under the terms of the Indenture and the other Priority Lien Documents;

the Secured Parties should not be able to exercise any power of attorney granted to them under the terms of the Priority Lien Documents prior to the occurrence of an Event of Default which is continuing; and

G-3

the Priority Collateral Trustee will not be required to accept any security or its perfection if it is of a type or in a jurisdiction which the Priority Collateral Trustee, in its sole discretion, determines does not meet or comply with its established internal regulations or policies or with applicable law or regulation, or which would impose liabilities on the Priority Collateral Trustee, provided that, notwithstanding anything to the contrary in the Indenture or any other Priority Lien Document, no event or circumstance (including, without limitation, any failure by any member of the Group to comply with any obligation under the Indenture or any other Priority Lien Document) arising as a direct or indirect consequence of the operation of the provisions of this paragraph (h) shall (or shall be deemed to) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Priority Lien Documents or a Default or an Event of Default.

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PART II

SECURITY

To the extent legally possible and subject to the Agreed Security Principles, unless otherwise agreed by the Controlling Priority Lien Representative, each Additional Guarantor will grant security over all its material assets (including, for the avoidance of doubt, any shares held by it); provided that, subject to the Agreed Security Principles:

where an Additional Guarantor pledges movable assets, shares or bank accounts, the security document will (subject to exceptions as reasonably agreed to by the Controlling Priority Lien Representative and subject as otherwise required by applicable law) be governed by the law of the country of incorporation of the company whose shares are being pledged or in which the movable assets are located or the bank accounts are situated and not by the law of the country of the pledgor;

the Main Issuer will use all reasonable endeavours to procure delivery of the security required by this Part II as soon as reasonably practicable and in any event within 30 days after an Additional Guarantor (or 90 days with respect to any mortgage, deed of trust or similar document), or within such longer period as the Controlling Priority Lien Representative may reasonably agree; and

subject to the exceptions set forth herein, the Liens granted to the Priority Collateral Trustee by each Additional Guarantor incorporated in Australia will extend over all assets of such Additional Guarantor to the extent necessary to ensure that the Collateral of such Additional Guarantor includes “the whole or substantially the whole” of such Additional Guarantor’s property for purposes of section 441A of the Australian Corporations Act (including by way of a “featherweight” security interest which shall be enforceable only upon the appointment of an administrator) provided that where it is possible to charge or mortgage all or a category of the assets of an Australian company by a single charging or mortgaging document , all such assets shall be so charged,

in each case, to the extent applicable, together with evidence of compliance with corporate formalities and legal opinions, mutatis mutandis, as provided for the in applicable Note Documents.

2.	[Reserved].

In the event of any disposition permitted by the terms of the Indenture (including any leasing arrangement entered into in the ordinary course of business) and/or any transaction contemplated or otherwise permitted by the Indenture, upon a Discharge of Priority Lien Obligations (as defined in the Collateral Trust Agreement) or where otherwise provided for in the Collateral Trust Agreement, the Collateral Trust Agreement shall govern the release of security interests in such security.

The Controlling Priority Lien Representative and the Main Issuer shall negotiate the form of each Security Document in good faith in accordance with the terms of this Schedule. In relation to any provision of the Indenture or any other Priority Lien Document which requires any member of the Group to deliver a document for the purposes of granting any security for the benefit of any of the Secured Parties, the Priority Collateral Trustee shall execute any such document delivered to it as soon as reasonably practicable in accordance with such Priority Lien Document. Notwithstanding anything in these Agreed Security Principles to the contrary, if the Collateral Trustee or Trustee is the Controlling Priority Lien Representative, the determinations to be made by the Controlling Priority Lien Representative under these Agreed Security Principles shall be deemed made upon delivery to the Trustee and Collateral Trustee of a Security Document Order in accordance with Section 12.10 of the Indenture.

G-1

Notwithstanding anything herein (including Part I) to the contrary, any Additional Guarantor (i) that is a Domestic Subsidiary and (ii) that is a Group member (such Additional Guarantor, a “Domestic Group Member”) shall enter into a pledge and security agreement in substantially the same form as the Priority Lien Pledge and Security Agreement, dated as of the Issue Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Issuers, the other Subsidiaries from time to time party thereto and the Priority Collateral Trustee; provided that

(i) “Excluded Assets” thereunder shall mean:

any lease, license or other written agreement or written obligation (each, a “Contract”) and any leased or licensed asset under a Contract or asset financed pursuant to a purchase money financing Contract or Capital Lease Obligation, in each case that is the direct subject of such Contract (so long as such Contract is not entered into for purposes of circumventing or avoiding the collateral requirements of the Indenture and the other Priority Lien Documents), in each case only for so long as the granting of a security interest therein (x) would be prohibited by, cause a default under or result in a breach of such Contract (unless any Issuer or any Controlled Subsidiary may unilaterally waive it) or would give another Person (other than any Issuer or any Controlled Subsidiary) a right to terminate or accelerate the obligations under such Contract or to obtain a Lien to secure obligations owing to such Person (other than any Issuer or any Controlled Subsidiary) under such Contract (in each case, except to the extent any such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC or any other applicable law) or (y) would require obtaining the consent of any Person (other than any Issuer or any Controlled Subsidiary) or applicable Governmental Authority, except to the extent that such consent has already been obtained or is unenforceable or overridden after giving effect to the applicable anti-assignment provisions of the UCC or any other applicable law;

any real property and leasehold rights and interests in real property other than Material Real Property;

any “intent-to-use” application for registration of a Trademark (as defined in the Security Agreement) filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto,

any asset to the extent and for so long as the granting of a security interest therein in favor of the Secured Parties would be prohibited by any applicable Requirement of Law (other than any Organizational Document) (except to the extent such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC or any other applicable Law, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibitions);

those assets with respect to which, in the reasonable judgment of the Controlling Priority Lien Representative and the Main Issuer, the costs of obtaining or perfecting such a security interest are excessive in relation to the benefits to be obtained by the Secured Parties therefrom; and

any asset to the extent and for so long as the granting of a security interest therein or would result in materially adverse tax consequences to the Issuers or their Subsidiaries as reasonably determined by the Main Issuer in good faith and in consultation with the Controlling Priority Lien Representative;

G-2

provided that the Collateral shall include the replacements, substitutions and proceeds of any of the foregoing unless such replacements, substitutions or proceeds also constitute Excluded Assets.

(ii) no Domestic Group Member shall be required to:

perfect the security granted over Vehicles subject to certificates of title with a book value of less than $100,000;

perfect the security grantor over Commercial Tort Claims in an amount less than $100,000; or

deliver to the Priority Collateral Trustee (or its bailee) to be held in its possession, collateral evidenced by an Instrument, Chattel Paper, Negotiable Document, or Tangible Chattel Paper with a fair market value of less than $250,000 individually and $5,000,000 in the aggregate.

(iii) Other than with respect to intercompany loans and Equity Interests held by a Domestic Group Member (subject to these Agreement Security Principles), no actions in any non-U.S. jurisdiction or required by the applicable law of any non-U.S. jurisdiction shall be required by any Domestic Group Member in order to create any security interests in assets located or titled outside of the United States.

(iv) Each Domestic Group Member shall deliver to the Priority Collateral Trustee executed counterparts of one or more mortgages, deeds of trust or similar document on its Material Real Property in a form appropriate for recording in the applicable recording office and each other related document reasonably requested by the Controlling Priority Lien Representative or any other Priority Lien Representative (as defined in the Collateral Trust Agreement)) including customary opinions of counsel and related as-extracted UCC-1 financing statements and, as applicable, completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each “building”, “structure” or “mobile home” located on such Material Real Property, notices with respect to special flood hazard area status and evidence of applicable flood insurance.

(v) With respect to any Building located on Material Real Property and constituting Collateral, the Main Issuer shall and shall cause each appropriate Domestic Group Member to (a)(i) maintain fully paid flood hazard insurance on any such Building that is located in a special flood hazard area, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 and (ii) furnish to the Controlling Priority Lien Representative an insurance certificate evidencing the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof (or at such other time acceptable to the Controlling Priority Lien Representative). The Main Issuer shall cooperate with the Controlling Priority Lien Representative’s reasonable request for any information reasonably required by the Controlling Priority Lien Representative to comply with The National Flood Insurance Act of 1968, the Flood Disaster Protection Acx 0000, the National Flood Insurance Reform Act of 1994 and the Xxxxxxx-Xxxxxx Flood Insurance Act of 2012 and (b) promptly notify the Controlling Priority Lien Representative of any redesignation of any such property on which such Building is located into or out of a special flood hazard area.

(vi) With respect to any leasehold interest of any Domestic Group Member becoming a Guarantor pursuant to Section 4.15 of the Indenture that would constitute Material Real Property but for the need to obtain the consent of another Person (other than any Issuer or any Controlled Subsidiary) in order to grant a security interest therein, use commercially reasonable efforts to obtain such consent within the latest of (x) 120 days commencing after such entity becomes a Guarantor and (y) a later date to which the Controlling Priority Lien Representative agrees; provided that there shall be no requirement to pay any sums to the applicable lessor other than customary legal fees and administrative expenses (it is understood, for avoidance of doubt, that, without limiting the foregoing obligations of the Issuers set forth in this clause (v), any failure to grant a security interest in any such leasehold interest as a result of a failure to obtain a consent shall not be a Default under the Indenture, and, for avoidance of doubt, the Issuers and their Subsidiaries shall no longer be required

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to use commercially reasonable efforts to obtain any such consent after such above-mentioned time period to obtain a consent has elapsed).

As used herein:

(i) “Building” means a Building as defined in 12 CFR Chapter III, Section 339.2.

(ii) “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States or any State thereof or the District of Columbia; provided, that in no event shall any such Subsidiary that is a Subsidiary of a Foreign Subsidiary be considered a “Domestic Subsidiary” for purposes of the Agreed Security Principles;

(iii) “Excluded Flood Zone Property” means any “building”, “structure” or “mobile home” situated on any Real Property (each as defined in Regulation H as promulgated under the Flood Laws) located in a special flood hazard area and such Real Property under which such building, structure or mobile home stands.

(iv) “Flood Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

(v) “Material Real Property” means (a) any owned Real Property interest held by a Domestic Group Member in an active Mine or any leasehold interest in Real Property of a Domestic Group Member in an active Mine, (b) any Real Property owned by a Domestic Group Member or in which a Domestic Group Member has a leasehold interest located on a Reserve Area that has a net book value in excess of $2,500,000, and (c) any other parcel of owned Real Property held by a Domestic Group Member (other than the types of property described in clauses (a) and (b) above) with a total net book value in excess of $2,500,000 as of the date of acquisition of such Real Property; provided that Material Real Property shall not include any leasehold interests of a Domestic Group Member in commercial Real Property constituting offices of Wilpinjong Opco and its Subsidiaries or (z) any Excluded Flood Zone Property; provided that the aggregate total net book value of all Excluded Flood Zone Property acquired after such Domestic Group Member becomes a Guarantor pursuant to Section 4.15 of the Indenture does not exceed $10,000,000 in the aggregate as of the date of determination; provided further that, any future coal reserve or access to a coal reserve (x) that is owned by a Domestic Group Member or in which a Domestic Group Member has a leasehold interest and (y) that is located adjacent to, contiguous with, or in close proximity to, both geographically and geologically (according to reasonable standards used in the mining industry) an active Mine or Reserve Area, may, in the reasonable discretion of the Controlling Priority Lien Representative (in consultation with the Main Issuer) and by notice to the Priority Collateral Trustee, be deemed part of an active Mine or Reserve Area and, as a result, a “Material Real Property” in the future. For purposes of this definition of “Material Real Property,” net book value shall be based on aggregated net book value of tracts that are located adjacent to, contiguous with or in close proximity, both geographically and geologically (according to reasonable standards used in the mining industry), with each other;

(vi) “Reserve Area” means any Real Property constituting coal reserves or access to coal reserves owned by any Domestic Group Member or in which a Domestic Group Member has a leasehold interest that is not an active Mine.

6.	With respect to any Additional Guarantor (i) that is not a Domestic Subsidiary and (ii) that is a Group Member (such Additional Guarantor, a “Foreign Group Member”):

such Foreign Group Member shall grant a first priority Lien over all of its current, deposit or other accounts with any bank or financial institution in which it has or will have an interest and (to the extent of its interest) all balances standing to the credit of

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or accrued or accruing on those accounts from time to time. To the extent possible, such Lien shall be “fixed” in nature (other than in respect of any interest of such Foreign Group Member in any Excluded Bank Accounts (as defined below));

no fixed security will be required to be granted over any interests in real property other than Material Real Property applicable to such Foreign Group Member; provided that this clause (b) shall not restrict any other interests in owned or leased real property or any fixtures (or similar assets under applicable real property law) being secured under a floating charge (or other similar security) under a Security Document that charges all or substantially all of the assets of the Foreign Group Member on the basis that any such Lien in real property interests pursuant to a floating charge (or other similar security) will not be required to be registered at any land registry (or equivalent) under the laws of such Security Document;

all owned registered non de minimus intellectual property of such Foreign Group Member shall be subject to first priority Liens in favor of the Priority Collateral Trustee; provided that, if such Liens can be granted pursuant to a composite “all assets” Security Document, all owned registered intellectual property of such Foreign Group Member shall be subject to such Liens; and

subject to the Agreed Security Principles, such Foreign Group Member shall grant first priority Liens over all of the Equity Interests owned or held by it in any other Guarantor or Subsidiary, and if Liens over Equity Interest can be granted pursuant to a composite “all assets” or “all equity interests” Security Document, all other Equity Interests owned or held by such Foreign Group Member, in each case subject to the Agreed Security Principles. For the avoidance of doubt, each Guarantor shall have its Equity Interests pledged or charged in accordance with the Agreed Security Principles (other than directors’ and foreign nationals’ qualifying shares issued by such Guarantor that are not owned by an Additional Guarantor), and each Foreign Group Member that is required to grant such Liens in Equity Interests will also grant Liens in favor of the Priority Collateral Trustee over its rights to receive dividends and other income or distributions relating to or rights or interests derived from the Equity Interests over which it grants such Liens.

No Foreign Group Member shall be required to:

perfect the security granted over Vehicles, with a book value of less than $100,000, by way of serial numbered registrations over Vehicles under the Personal Property Securities Xxx 0000 (Cth) (PPSA);

deliver to the Priority Collateral Trustee (or its bailee) to be held in its possession, collateral evidenced by chattel paper or negotiation instrument (as defined in the PPSA).

As used herein:

(i) “Australian Employee Benefit Account” means any bank account held with an Australian deposit taking institution that is secured in favor of the Secured Parties for the sole benefit of holding funds to pay when due entitlements of Australian employees which would have priority under sections 556(1)(e), 556(1)(f) and 556(1)(g) of the Corporations Xxx 0000 (Cth of Australia).

(ii) “Excluded Bank Account” shall mean any bank account (i) which is an Australian Employee Benefit Account, (ii) used exclusively for payroll, payroll taxes and other employee wage and benefit payments, (iii) escrow, fiduciary or trust accounts and (iv) not otherwise subject to the Priority Collateral Trustee’s

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control by operation of law and having an average monthly balance of less than $100,000 individually or $500,000 in the aggregate for all Excluded Bank Accounts covered under this clause (iv).

Each capitalized term used in these Agreed Security Principles but not otherwise defined herein shall have the meaning provided to it in the Indenture and if not defined in the Indenture, shall have the meaning provided to it in the Security Agreement.

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Section 4.10

Section 4.14

Section 4.17

Section 4.18