Particulars of the Company and the Subsidiaries

Peabody SMC Pty Ltd ACN 682 277 587 of Level 14, 31 Duncan Street, Fortitude Valley QLD 4006, Australia (“Peabody”)

Peabody Australia Holdco Pty Ltd ACN 154 820 130 of Level 14, 31 Duncan Street, Fortitude Valley QLD 4006, Australia (“Peabody Guarantor”)

PT Bukit Makmur Internasional of South Quarter Tower A, Penthouse Floor Unit A-1, Jl. RA. Kartini Kav. 8, Cilandak Barat, Jakarta, 12430 – Indonesia (“Buyer”)

PT Delta Dunia Makmur Tbk of South Quarter Tower A, Penthouse Floor, Jl. R. A Kartini Kav. 8, Cilandak Barat, Jakarta 12430 – Indonesia (“Buyer Guarantor”)

On or about the date of this Deed, Peabody entered into the SMC SPA, pursuant to which it may indirectly acquire, among other assets, the Shares and the Dawson Assets.

On or about the date of this Deed, the Buyer entered into the Loan Note Deed pursuant to which it agrees to subscribe for Loan Notes to fund the indirect acquisition of the Shares and the Dawson Assets by Peabody under the SMC SPA.

On the exercise of the Put Option or Call Option subject to the terms of this Deed, Peabody wishes to sell, and the Buyer wishes to acquire, the Dawson Sale Interest.

The Buyer Guarantor is party to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 28.

The Peabody Guarantor is party to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 26.

The SMC SPA was entered into following the formal, broad and competitive auction process concerning the steelmaking coal portfolio of the Anglo American Group in which Peabody was the successful bidder, acting in concert with the Buyer, in reliance on, amongst other things, the arrangements with the Buyer set out in this Deed and the Loan Note Deed.

Definitions and Interpretation

In this Deed, unless the context otherwise requires or amended by Clause 10.2:

the Corporations Act’s requirements for the preparation and contents of financial reports; and

the accounting standards approved under the Corporations Act, being the Australian Accounting Standards and any authoritative interpretations issued by the Australian Accounting Standards Board;

owns directly or indirectly more than 50% of the shares entitled to vote at a general election of directors of such other entity;

has the right to appoint the majority of the board of directors (or equivalent body) of a legal entity; or

has the majority voting interest in such other entity if such entity does not have either shares or directors,

in the period up to and including SMC Completion, has the meaning given to the term “Business Day” in the SMC SPA; and

otherwise, means any day other than a Saturday, Sunday or public holiday in Brisbane, Queensland, Australia and Jakarta, Indonesia;

where Clause 8.4(b)(i) applies, the date on which Peabody exercises its Put Option in respect of the Dawson Joint Venture Assets; and

otherwise, the date that is 15 Business Days after the Call Option Exercise Period Commencement Date;

in respect of the Dawson Joint Venture Assets, where the Call Option or the Put Option is exercised in accordance with Clause 8.4(b), the higher of:

the Principal Outstanding under the Relevant Loan Notes (as such terms are defined under the Loan Note Deed); and

the Fair Market Value,

in any other circumstances, the SMC Consideration.

the Assumed Contracts; and

any other assets identified as such by agreement between Peabody and the Buyer in the Separation Plan;

[***]

[***];

the Shares;

the Dawson Carve-out Assets; and

if Schedule 15 applies in accordance with Clause 8.4(b), the Dawson Joint Venture Assets;

the abandonment, reclamation, remediation, decommissioning, rehabilitation, restoration or contamination of or in relation to;

clean-up, remediation, removal, response or other actions or damages, contribution, indemnification, cost recovery, compensation, or injunctive relief pursuant to any claim, demand, legal proceeding or cause of action based on Environmental Law in relation to; or

any notice, order, direction or requirement given under an Environmental Law (including in relation to the provision of security, financial assurance or other financial support) in relation to,

to convert into US dollars, the mid-point spot rate of exchange for that currency into US dollars at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day;

to convert into AU dollars, the mid-point spot rate of exchange for that currency into AU dollars at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day; or

to convert into any currency other than AU dollars or US dollars, the mid-point spot rate of exchange for that currency into the relevant currency at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day;

in respect of Peabody, a notice to exercise the Put Option with respect to all or certain constituent parts of the Dawson Sale Interest (substantially in the form set out in Part 2 in Exhibit 1); or

in respect of the Buyer, a notice to exercise the Call Option with respect to all or certain constituent parts of the Dawson Sale Interest (substantially in the form set out in Part 1 in Exhibit 1);

Dawson JVA;

Dawson South JVA;

Dawson South Exploration JVA; and

Theodore South JVA;

in respect of an Ex-Dawson Main Completion, 5.00 p.m. on the date which is 9 months after SMC Completion occurs; and

in respect of a Dawson Complex Completion, Anglo Dawson Holdings Completion or a Dawson Joint Venture Assets Completion, 5.00pm on the date which is 9 months after the Call Option or Put Option is exercised in respect of those Completions,

90 days after the date of the notice from Peabody under Clause 16.2; and

10 Business Days before the Scheduled Completion Date under the SMC SPA;

the ‘Steelmaking Coal’ operating segment (as referred to in the Anglo American plc annual report), consisting of the balance sheet as at 27 October 2024 and the profit and loss for the period from the Accounts Date to 27 October 2024; and

‘Corporate Australia’ (comprising AAAL, Anglo American Australia Holdings Pty Limited, Anglo American Exploration (Australia) Pty Limited and Anglo American Australia Finance Limited), consisting of the balance sheet as at 31 October 2024 and the profit and loss for the period from the Accounts Date to 31 October 2024,

the Specific Contracts; and

any current contract to which a Group Company is a party which had an annual revenue or annual expenditure of AUD 50,000,000 or more in the financial year immediately preceding the date of this Deed;

Dawson Participating Interest;

Dawson South Participating Interest;

Dawson South Exploration Participating Interest; and

Theodore South Participating Interest,

a PPS Register Security Interest registered in the ordinary course of business in connection with an equipment financing, hire purchase, retention of title or similar arrangement;

any Encumbrance arising under or in connection with a Joint Venture Agreement;

any mortgage or registration against the Mining Tenements or the Properties that is Disclosed or would have shown on a public enquiry report two Business Days before the date of this Deed;

any Encumbrance that is Disclosed;

in respect of the Mining Tenements and the Properties, any reservation or covenant arising under law or arising in respect of the grant of the Mining Tenement;

a retention of title arrangement under which title is retained by a supplier over goods supplied to any Group Company until payment for such goods is made if such arrangement has been entered into in the ordinary course of business;

a security interest contemplated by section 12(3)(b) of the PPSA if such commercial consignment has been entered into in the ordinary course of business; and

a security interest contemplated by section 12(3)(c) of the PPSA if such PPS lease has been entered into in the ordinary course of business and is not a security interest within the meaning of section 12(1) of the PPSA;

if Schedule 15 applies in accordance with Clause 8.4(b), in respect of the Dawson Joint Venture, a notice from Mitsui under clause 7.3 of the Dawson JVA requiring that the Dawson Participating Interest be transferred to Mitsui;

in respect of the Dawson South Joint Venture, a notice from Mitsui under clause 7.3 of the Dawson South JVA requiring that the Dawson South Participating Interest be transferred to Mitsui;

in respect of the Dawson South Exploration Joint Venture, a notice from Mitsui under clause 20.3(a) of the Dawson South Exploration JVA requiring that the Dawson South Exploration Participating Interest be transferred to Mitsui; and

in respect of the Theodore South Joint Venture, a notice from Mitsui under clause 20.3(a) of the Theodore South JVA requiring that the Theodore South Participating Interest be transferred to Mitsui;

Dawson South Joint Venture;

Dawson South Exploration Joint Venture;

Theodore South Joint Venture; and

if Schedule 15 applies in accordance with Clause 8.4(b), the Dawson Joint Venture;

Dawson South JVA;

Dawson South Exploration JVA;

Theodore South JVA; and

if Schedule 15 applies in accordance with Clause 8.4(b), the Dawson JVA;

in respect of the Dawson South Joint Venture, a notice from Anglo Dawson South under clause 8.3 of the Dawson South JVA in respect of the change of control that would result from completion of this Deed;

in respect of the Dawson South Exploration Joint Venture, a notice from Anglo Dawson South under clause 21.3 of the Dawson South Exploration JVA in respect of the change of control that would result from completion of this Deed; and

in respect of the Theodore South Joint Venture, a notice from Anglo Theodore South under clause 21.3 of the Theodore South JVA in respect of the change of control that would result from completion of this Deed;

any loss, relief, allowance or credit, in respect of any Tax and any deduction in computing income, profits or gains for the purposes of any Tax; or

any right to a refund or repayment of Tax,

in relation to the Buyer, any Buyer Group member and their respective directors, officers, employees, agents, consultants, advisers, auditors, accountants and Financing Sources; and

in relation to any other person, its Affiliates and its and their respective directors, officers, employees, agents, consultants, advisers, auditors and accountants, excluding:

in respect of Peabody, any Employee; and

[***];

designated on the lists of Specially Designated Nationals and Blocked Persons or “Foreign Sanctions Evaders” maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State and any other agency of the U.S. government;

designated on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, the Consolidated List maintained by the Department of Foreign Affairs and Trade maintained by the Australian Government; the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation within the UK’s HM Treasury, or any equivalent list maintained by the competent sanctions authority of any member state of the EU;

that is, or is part of, a government of a Sanctioned Territory;

that is located, organised or residing in any Sanctioned Territory; or

50% or more directly or indirectly owned or controlled by any of the foregoing;

for a Dawson Complex Completion, the End of Month Date following:

the last of the Conditions set out in Clause 9.1 being satisfied or waived (including Clause 9.1(b) being satisfied in accordance with Clause 8.4(a)(i) or waived); and

an Exercise Notice being given accordingly; or

for an Ex Dawson Main Completion, the End of Month Date following:

the last of the Conditions set out in Clause 9.1 (excluding Clause 9.1(b)) being satisfied or waived; and

an Exercise Notice being given accordingly;

for an Anglo Dawson Holdings Completion, the End of Month Date following:

the last of the Conditions set out in Clause 9.1 (excluding Clause 9.1(b)) being satisfied or waived;

the Dawson JVA Waiver being obtained pursuant to Clause 8.4(a)(ii); and

an Exercise Notice being given accordingly;

for a Dawson Joint Venture Assets Completion, the End of Month Date following:

the last of the Conditions set out in Clause 9.1 (excluding Clause 9.1(b)) and incorporated under Clause 9.2 being satisfied or waived; and

an Exercise Notice being given accordingly;

where Clause 18.7 applies, the date determined in accordance with Clause 18.7; or

any other date agreed in writing by Peabody and the Buyer;

except to the extent the Seller Financial Provisioning is in the form of a cash contribution to the Scheme Manager (or other Authority) in respect of the FPS Environmental Authorities, the Seller Financial Provisioning; and

the Bank Guarantees;

Anglo Dawson Holdings Shares;

Anglo Dawson South Shares; and

Anglo Theodore South Shares;

any (including replacement or new) guarantees, bonds, credit support arrangements, indemnities and letters of comfort given by or on behalf of the SMC Seller or given by a financial institution on behalf of any Group Company, in all cases relevant to the Mining Tenements, including those specified in Schedule 12; and

all (including any replacement or new) contributions to the fund under the Financial Provisioning Act given by the SMC Seller or on its behalf or given by a financial institution on behalf of any Group Company in relation to the Mining Tenements or Environmental Authorisations (which as at the date of this Deed are specified in Schedule 12);

the Dawson Deposit; plus

the Dawson Upfront Consideration; plus

the Dawson Deferred Consideration;

to a third party by any Group Company in respect of Peabody or its Affiliate’s obligation; or

to a third party by Peabody or its Affiliate in respect of any obligation of any Group Company;

In this Deed, unless the context otherwise requires:

“undertaking” and “group undertaking” will be construed in accordance with section 1161 of the Companies Act 2006, “subsidiary” and “holding company” will be construed in accordance with section 1159 of the Companies Act 2006, “subsidiary undertaking” and “parent undertaking” will be construed in accordance with section 1162 of the Companies Act 2006, and “ultimate holding company” will be construed in accordance with section 9 of the Corporations Act;

every reference to a particular Law will be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Completion but, as between the parties, no such amendment after the date of this Deed will apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

references to Clauses, Schedules and Exhibits are references to clauses of, schedules to and exhibits to this Deed; references to paragraphs and sub-paragraphs are references to paragraphs and sub-paragraphs of the Schedule in which the reference appears, and references to this Deed includes the Schedules and the Exhibits;

the singular includes the plural and vice versa, and a gender includes any other gender;

references to a “party” means a party to this Deed and includes its successors in title, personal representatives and permitted assigns;

references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

references to the phrase “to the extent that” are a matter of degree and are not synonymous with “if”;

references to “AU dollars” or “AUD” are references to the lawful currency from time to time of Australia;

references to “US dollars”, “dollars”, “USD” or “$” are references to the lawful currency from time to time of the United States of America;

for the purposes of applying a reference to a monetary sum expressed in AU dollars or US dollars, an amount in a different currency must be deemed to be an amount in AU dollars or US dollars, as required by this Deed, translated at the applicable Exchange Rate for the relevant date, except as expressly set out in this Deed;

references to times of the day are to Brisbane, Queensland time unless otherwise stated;

references to writing includes any modes of reproducing words in a legible and non-transitory form, including by e-mail;

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept or thing is, in respect of any jurisdiction other than England, deemed to include what most nearly approximates in that jurisdiction to the English legal term;

words introduced by the word “other” are not to be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things;

general words are not to be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words, and the words “includes” and “including” will be construed without limitation;

where this Deed requires any party to reimburse or indemnify another party for any cost, expense or liability, references to such “costs”, “expenses” and / or “liabilities” (or similar phrases or expressions) incurred by a person must not include any amount in respect of GST other than Irrecoverable GST; and

a procuring obligation where used in the context of Peabody in respect of a Seller or a Group Company means that Peabody undertakes to exercise its voting rights and use reasonable endeavours to use such powers as are vested in Peabody from time to time as a shareholder of a Seller or any Group Company (and which is not inconsistent with Peabody’s fiduciary duties, if any) to ensure compliance with that obligation.

The title of and headings and sub-headings in this Deed are inserted for convenience only and do not affect the construction or interpretation of this Deed.

Each Schedule and Exhibit to this Deed forms part of this Deed.

References to a document (including this Deed) include such document as amended or varied in accordance with its terms.

Grant of Call Option and Put Option

In consideration of Peabody paying to the Buyer $10.00 (the sufficiency and receipt of which is acknowledged) and the undertakings in this Deed, the Buyer irrevocably offers to purchase the Dawson Sale Interest from the relevant Seller at the price and on the terms of this Deed (“Put Option”) during the Put Option Exercise Period.

In consideration of the Buyer paying to Peabody $10.00 (the sufficiency and receipt of which is acknowledged) and the undertakings in this Deed, Peabody irrevocably offers to procure the relevant Seller to sell the Dawson Sale Interest to the Buyer at the price and on the terms of this Deed (“Call Option”) during the Call Option Exercise Period. The Call Option fee paid under this Clause 2.2 forms as part-payment of the consideration upon any exercise of the Call Option.

The parties acknowledge that:

a Call Option Exercise Period or Put Option Exercise Period may commence in respect of one or more Completions but not all Completions, and the commencement or expiry of a Call Option Exercise Period or Put Option Exercise Period, or the exercise of a Call Option or a Put Option, for a Completion does not prevent the commencement or expiry of a Call Option Exercise Period or Put Option Exercise Period, or the exercise of a Call Option or a Put Option, for other Completions; and

where a party has a right or obligation that arises or applies in respect of the exercise of a Call Option or a Put Option in this Deed, that right or obligation shall apply to the relevant constituent parts of the Dawson Sale Interest to which such Put Option or Call Option (as the case may be) applies.

The parties acknowledge and agree that the entry into and performance of the Loan Note Deed does not constitute (in whole or in part) any consideration for the grant of the Put Option or the Call Option.

The Put Option Exercise Period Commencement Date shall be the earlier to occur of:

the first Business Day after the end of the Call Option Exercise Period;

the first Business Day occurring [***] (“Initial Put Option Commencement Date”), as extended or determined in accordance with Clause 2.6;

the relevant Buyer Group member (as subscriber) fails to comply with its obligations in respect of ‘Cash Call Loan Notes’ (as defined under the Loan Note Deed) under the Loan Note Deed and does not pay or otherwise remedy such failure (including by payment of any interest) by the date that is 10 days before the relevant Group Company would become a “Defaulting Participant” under a Joint Venture Agreement as a result of the failure to pay a JV Call;

other than in respect of a failure to pay a JV Call, the relevant Group Company becomes a “Defaulting Participant” under a Joint Venture Agreement;

the relevant Buyer Group member (as subscriber) failing to comply with its obligations in respect of ‘Deferred Consideration Loan Notes’ (as defined under the Loan Note Deed) under the Loan Note Deed and does not perform or otherwise remedy such failure within 10 days of receiving written notice from Peabody of such non-compliance; or

a Buyer Group member failing to pay, meet or otherwise satisfy any liability of a Peabody Group member (other than a Group Company) for a Joint Venture Liability, within 20 days after the Peabody Group member becomes liable for such Joint Venture Liability.

The Initial Put Option Commencement Date may be extended or be determined in accordance with Schedule 20.

To accept an offer and exercise the Put Option or the Call Option, the Buyer or Peabody (as applicable) must deliver an Exercise Notice (which is irrevocable) to the other party at any time during the Put Option Exercise Period or Call Option Exercise Period (as applicable).

If the Buyer exercises the Call Option, or Peabody exercises the Put Option, then:

from the date of and in accordance with the Exercise Notice, Peabody must procure the relevant Seller to sell, and the Buyer must purchase, the relevant Dawson Sale Interest on and subject to the terms of this Deed; and

this Deed and the Exercise Notice constitute evidence of the contract arising on exercise of the Call Option or Put Option (as applicable) as a result of the provisions referred to in Clause 2.10 becoming binding on the Parties.

If either the Put Option or the Call Option in respect of a Completion has not been validly exercised during the relevant Put Option Exercise Period or the relevant Call Option Exercise Period (or this Deed is terminated in accordance with Clause 9.9):

the Buyer will have no further interest in the relevant Dawson Sale Interest; and

both the Call Option and the Put Option in respect of that Completion will automatically lapse and Clause 34 will apply.

Clauses 3, 4, 5.1, 18, 20 and Schedule 3 are not binding and have no force or effect until exercise of the Put Option or the Call Option.

Sale of the Shares

On the terms set out in this Deed including being subject to Clause 8.4, and on the exercise of the Put Option or the Call Option, Peabody must procure the relevant Seller to sell, and the Buyer shall purchase, the Shares with effect from Completion, with full title guarantee, free from all Encumbrances, together with all rights attaching to the Shares as at Completion (including all dividends and distributions declared, declared and paid or declared and made in respect of the Shares after the Completion Date).

Title to and risk in the Shares remains solely with the relevant Seller until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

Peabody must procure the relevant Seller irrevocably waives any right of pre-emption or other restriction on transfer in respect of the Shares conferred on it under any agreement or otherwise in connection with the sale of the Shares pursuant to this Deed.

Sale of the Dawson Carve-out Assets

On the terms set out in this Deed, and on the exercise of the Put Option or the Call Option, Peabody must procure the relevant Seller to sell, and the Buyer shall purchase, the Dawson Carve-out Assets with effect from Completion, with full title guarantee, free from all Encumbrances.

Title to and risk in the Dawson Carve-out Assets remains solely with the relevant Seller until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

Peabody must procure that each of the Sellers:

acquires any Dawson Carve-Out Assets held by Peabody Group Members other than the Sellers and third parties to enable the sale and purchase contemplated by Clause 4.1 at no cost or expense in addition to the Consideration, to the Buyer other than any Duty payable by the Buyer; and

irrevocably waives any right of pre-emption or other restriction on transfer in respect of the Dawson Carve-out Assets conferred on it under any agreement or otherwise in connection with the sale of the Dawson Carve-out Assets pursuant to this Deed.

Consideration

The purchase price for the sale of the Dawson Sale Interest under this Deed is the Consideration.

On or before the date of this Deed, the Buyer shall provide Peabody with evidence (which shall take the form of the Confirmation of Available Facility Letters) demonstrating that the Buyer has sources of funding for the SMC Dawson Funding Amount and that such sources will remain fully available and accessible to the Buyer between the date of this Deed and payment of the consideration payable by Peabody to the SMC Seller under the SMC SPA.

On or about the date of this Deed, the Buyer will be required to share copies of the Confirmation of Available Facility Letters and related documents with Peabody and its Representatives, and, if required, also share such agreements with the SMC Seller and its Representatives.

On or about the date of this Deed, a Peabody Group member and a Buyer Group member, amongst others, have entered into the Loan Note Deed pursuant to which a Buyer Group member or the Buyer agrees to lend Peabody the SMC Dawson Funding Amount from the sources available from the Confirmation of Available Facility Letters on the following basis:

the Buyer Group member (as subscriber) will subscribe for, and the Peabody Group member (as issuer) will create Loan Notes, with a total principal amount as follows:

on the date of the Loan Note Deed, for the amount of the Dawson Deposit;

on the date falling three Business Days before SMC Completion, for the amount of the Dawson Upfront Consideration;

on the date falling three Business Days before any portion of the Dawson Deferred Consideration is due to be paid under the SMC SPA, for the amount of the Dawson Deferred Consideration;

on the date falling three Business Days before any JV Call is required to be paid by any Group Company under the relevant Joint Venture Agreement, for the amount of the Dawson Cash Call Amount;

if the purchase price adjustment mechanism under the SMC SPA results in a positive purchase price adjustment in favour of the SMC Seller and there is a component of that adjustment that relates to the Dawson Sale Interest (“Dawson Adjustment Amount”), on the date falling three Business Days before the Dawson Adjustment Amount is due under the SMC SPA, for the amount of the Dawson Adjustment Amount; and

on the date determined in accordance with Clause 6.4(h), for the amount of the SMC SPA Dawson Duty,

Peabody and the Buyer under this Deed, and the issuer and the subscriber will under the Loan Note Deed, acknowledge and agree, amongst other things, that:

the creation of the Loan Notes referred to in Clause 5.4(a)(i) to Clause 5.4(a)(iii) (inclusive) and Clause 5.4(a)(v) and their issue to the subscriber pursuant to the Loan Note Deed is to fund the SMC Dawson Funding Amount for the issuer to provide to Peabody, or any related body corporate of Peabody to buy the Dawson Sale Interest on the terms of the SMC SPA and Peabody will use those funds to pay the SMC Dawson Purchase Price under the SMC SPA and utilise the SMC Dawson Guaranteed Sums to fund bank guarantees and financial provisioning amounts required to be funded by a Peabody Group member in connection with the SMC SPA;

the creation of the Loan Notes referred to in Clause 5.4(a)(iv) and their issue to the subscriber pursuant to the Loan Note Deed is to fund payment of the relevant JV Call under the relevant Joint Venture Agreement; and

subject to the terms of this Deed, including any purchase price adjustment, the principal outstanding of the Loan Notes issued at the relevant time will be offset by the amount of the Consideration payable by the Buyer to Peabody under the terms of this Deed and the Buyer does not need to pay any further cash consideration to the issuer or any other Buyer Group member at Completion for the Dawson Sale Interest.

The Consideration will, subject to any further adjustment pursuant to this Deed and to the extent lawful, be adopted for all Tax reporting purposes.

Where any payment is made by Peabody in satisfaction of a liability arising under this Deed, it shall to the extent lawful be treated by the parties as an adjustment to the Consideration paid to Peabody in respect of the Dawson Sale Interest.

(Fair Market Value)

The fair market value of the Dawson Joint Venture Assets (“Fair Market Value”) will be the amount in cash agreed between the Buyer and Peabody by the earlier of:

10 days after the date the request for the Dawson JVA Waiver is provided to Mitsui pursuant to Clause 8.1; and

either:

if the Put Option Exercise Period Commencement Date is determined in the circumstances described in Clause 8.1(a), 60 days before the Put Option Exercise Period Commencement Date; or

if the Put Option Exercise Period Commencement Date is determined in the circumstances described in Clause 8.1(b), 10 days after the Put Option Exercise Period Commencement Date,

The Expert may call such other experts and consultants to advise them as they think fit, however the expert shall consult at least one firm of consultants which has a reputation for expertise in mining project valuation.

The Expert may accept submissions in such form as they think fit as to the Fair Market Value and will be required to use best endeavours to state their determination (for which they need not give reasons) in writing within 21 days of appointment.

The Expert will act as an expert and not as an arbitrator and its written determination will be final and binding on the Buyer and Peabody in the absence of manifest error.

Allocation and Adjustment of the Consideration, Stamp Duty

The parties agree that the Consideration will be allocated as set out in Schedule 2.

The Buyer and Peabody acknowledge that the Buyer has determined, and Peabody has agreed to, the allocation of value in respect of each Participating Interest and the Dawson Carve-out Assets in Clause 6.1 having regard to the genuine inherent value of each such Participating Interest and the Dawson Carve-out Assets.

If any Joint Venture Participant gives a Pre-emption Acceptance Notice in connection with the Transaction, the Consideration will be reduced by the amount of the Consideration that would have otherwise been allocated to the Participating Interest of the relevant Pre-emption Joint Venture pursuant to Clause 6.1.

The parties agree the following in respect of the SMC SPA Dawson Duty:

proceeding on the basis that a concessionary lodgement regime should apply to the SMC SPA, no later than 10 Business Days after SMC Completion, Peabody must give written notice to the Buyer comprising Peabody’s draft submission to the Queensland Revenue Office (“Peabody’s Initial Submission”). Peabody’s Initial Submission will not provide any calculation of the amount of the SMC SPA Duty and the provision of any value of assets to the Queensland Revenue Office will be withheld until the purchase price allocation has been completed by an independent valuation expert;

no later than 5 Business Days after receiving the Peabody’s Initial Submission, the Buyer must provide their feedback or approval for Peabody to submit the Peabody’s Initial Submission to the Queensland Revenue Office. Both Peabody and the Buyer must work together to ensure the Peabody’s Initial Submission is lodged within 30 days of SMC Completion;

no later than 30 Business Days before the due date for Peabody’s final submission (“Peabody’s Final Submission”) to the Queensland Revenue Office concerning the SMC SPA Duty (having regard to any applicable concessionary lodgement regime and extensions of time granted by the Queensland Revenue Office), Peabody must give written notice to the Buyer comprising:

a draft of Peabody’s Final Submission (and all necessary supporting materials) to the Queensland Revenue Office, including Peabody’s calculation of the amount of the SMC SPA Duty and SMC SPA Dawson Duty; and

the methodology that Peabody applied in determining the proportion of the SMC SPA Duty that is directly attributable to the transfer of the Dawson Participating Interest or the Group Companies that directly hold the Dawson Participating Interests.

within 10 Business Days of receiving notice from Peabody that complies with the requirements of Clause 6.4(c), the Buyer must give written notice to Peabody either accepting or disputing Peabody’s calculation of the SMC SPA Dawson Duty and:

if the Buyer accepts Peabody’s calculation of SMC SPA Dawson Duty (or does not give written notice within the 10 Business Day period), then Peabody’s calculation of the SMC SPA Dawson Duty will be the amount specified in Peabody’s submission to the Queensland Revenue Office; and

if the Buyer disputes Peabody’s calculation of the SMC SPA Dawson Duty, then the Buyer must provide reasons for the basis upon which it disputes the calculation, including the Buyer’s calculation of the SMC SPA Dawson Duty;

Peabody must provide the Buyer with reasonable access at reasonable times and on reasonable notice to the books and records held by Peabody which may be reasonably required by the Buyer to assess the SMC SPA Dawson Duty and the reasonableness of the methodology referred to in Clause 6.4(c)(ii);

within 10 Business Days of receiving notice from the Buyer disputing the SMC SPA Dawson Duty under Clause 6.4(d), Peabody must give written notice to the Buyer either accepting or disputing the Buyer’s calculation of the SMC SPA Dawson Duty and:

if Peabody accepts the Buyer’s calculation of SMC SPA Dawson Duty (or does not give written notice within the 10 Business Day period), then the Buyer’s calculation of the SMC SPA Dawson Duty will be the amount specified in Peabody’s submission to the Queensland Revenue Office; and

if Peabody disputes the Buyer’s calculation of the SMC SPA Dawson Duty, then either party may refer the matter to be determined in accordance with Schedule 16 (which, for the avoidance of doubt, will be a determination in respect of the SMC SPA Dawson Duty only) and amount as determined will be will be the amount specified in Peabody’s submission to the Queensland Revenue Office;

Peabody shall provide to the Buyer:

its submission to the Queensland Revenue Office concerning the SMC SPA Duty within 5 Business Days of submission; and

the Queensland Revenue Office’s assessment of SMC SPA Duty within 5 Business Days of receipt;

the Buyer must pay the amount of the SMC SPA Dawson Duty specified in the Queensland Revenue Office’s assessment of SMC SPA Duty by subscribing for Loan Notes in accordance with Loan Note Deed by no later than three Business Days prior to the due date for payment of the SMC SPA Duty to the Queensland Revenue Office;

if the amount paid by the Buyer under Clause 6.4(g) (including as a result of subsequent adjustment or reassessment) is:

lower than the amount of the SMC SPA Dawson Duty finally determined by the Queensland Revenue Office, then the Buyer must pay the absolute value of the difference to Peabody by subscribing for Loan Notes in accordance with Loan Note Deed within 5 Business Days after the SMC SPA Dawson Duty is determined; or

higher than the amount of the SMC SPA Dawson Duty finally determined by the Queensland Revenue Office, then the amount of “Principal Outstanding” under the Loan Notes issued to Peabody shall increase by the absolute value of the difference within 5 Business Days after the SMC SPA Dawson Duty is determined; and

subject to Peabody complying with its obligations under this Clause 6.4 and the SMC SPA, the Buyer shall indemnify Peabody on demand (on a dollar for dollar basis) against any Liabilities suffered by Peabody as a result of the Buyer failing to comply with its obligations under this Clause 6.4.

Foreign Resident Capital Gains Withholding

If Peabody provides a declaration to the Buyer under subsection 14-225(1) of Schedule 1 to the TAA, on or before Completion (but not earlier than 6 months before Completion) and the Buyer does not know that declaration to be false, the Buyer must not withhold any amount from the Consideration, other than to the extent the Consideration relates to assets that constitute ‘taxable Australian real property’ as defined in the Income Tax Assessment Act 1997.

The Buyer acknowledges and agrees that it is not required to pay a CGT Withholding Amount to the Commissioner in connection with the sale of any Dawson Joint Venture Assets that constitute ‘taxable Australian real property’ (as defined in the Income Tax Assessment Act 1997) under this Deed provided that the Buyer has received, before Completion, a Clearance Certificate from Peabody covering the time this transaction was entered into.

If Peabody does not provide a declaration referred to in Clauses 7.1 or 7.2 and the Buyer is required to pay an amount to the Commissioner under section 14-200 of Schedule 1 to the TAA, the Buyer is entitled to withhold the amount determined in accordance with subsection 14-200(3) of Schedule 1 to the TAA from the Consideration and must remit that amount to the Commissioner within the time required by subsection 14-200(2) of Schedule 1 to the TAA. Remission of that amount to the Commissioner discharges the Buyer’s obligation to pay the Consideration under this Deed to the extent of that amount as if it had been paid directly to Peabody.

If the Buyer intends to withhold an amount from the Consideration under Clause 7.3, the Buyer must, at least 10 Business Days before the Completion Date, give Peabody written notice of the Buyer’s intention to do so. The Buyer’s notice must include an estimate of the amount which the Buyer intends to withhold from the Consideration.

At least three Business Days before lodging any ‘Foreign Resident Capital Gains Withholding Purchaser Payment Notification Form’ or any other similar form of notification with the Commissioner concerning the amount to be withheld under Clause 7.3 (“Purchaser Payment Notification Form”), the Buyer must give a draft copy of the form to Peabody for review and comment. If Peabody provides the Buyer with any updated, different or additional information in relation to the Purchaser Payment Notification Form (“Additional Information”), then:

the Buyer must, within one Business Day, determine whether the Buyer is still required to lodge the Purchaser Payment Notification Form and notify Peabody of that determination; and

if the Buyer determines that it is still required to lodge the Purchaser Payment Notification Form, then the Buyer must amend it in accordance with any Additional Information relating to Peabody’s details before lodgement.

The Buyer must give Peabody a copy of the following documents within the following timeframes:

any Purchaser Payment Notification Form lodged by the Buyer with the Commissioner, on the same day the Buyer lodges the form with the Commissioner;

any response from the Commissioner to the Purchaser Payment Notification Form referred to in Clause 7.6(a) (including but not limited to any payment reference numbers), within one Business Day after the response is received by the Buyer; and

evidence satisfactory to Peabody that the Buyer has remitted any amount withheld from the Consideration to the Commissioner, within two Business Days of the Completion Date.

Dawson JVA Waiver

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Conditions to Exercise of Call Option and Put Option

The Call Option Exercise Period Commencement Date in respect of a Completion will be the first Business Day after all of the following conditions (the “Conditions”) have been satisfied or waived in accordance with Clauses 9.10 to 9.11:

in respect of each Completion, SMC Completion occurs;

in respect of a Dawson Complex Completion or Anglo Dawson Holdings Completion, receipt of the Dawson JVA Waiver in a form satisfactory to Peabody and the Buyer (acting reasonably) and subject to Clause 8.4;

in respect of a Dawson Complex Completion, an Ex Dawson Main Completion or an Anglo Dawson Holdings Completion, in respect of each Pre-emption Joint Venture, one of the following occurring:

receipt of a written, unconditional and irrevocable waiver by the applicable Joint Venture Participant of its right to give a Pre-emption Acceptance Notice and of the other additional requirements (including delivery of relevant certifications) under a Pre-emption Joint Venture Agreement which must be satisfied prior to the change in control that will be occasioned by Completion;

receipt of a Pre-emption Acceptance Notice by the relevant Group Company that is a party to the applicable Pre-emption Joint Venture Agreement and completion of the sale of the relevant Participating Interest required upon receipt of the Pre-emption Acceptance Notice; or

the expiry of each Pre-emption Exercise Period applicable to each Joint Venture Participant, without any such Joint Venture Participant giving a Pre-emption Acceptance Notice and the satisfaction or waiver of any additional requirements (including delivery of relevant certifications) under a Pre-emption Joint Venture Agreement which must be satisfied prior to the change in control that will be occasioned by Completion;

in respect of a Dawson Complex Completion, Peabody and the Buyer obtaining signed counterparts of:

a release of the ‘Guarantee’ (as defined in the Dawson JVA) in respect of the Dawson JVA and ‘Parent Company Support Deed’ in respect of the Dawson Manager’s obligations provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Dawson JVA) in respect of the Dawson JVA and replacement ‘Parent Company Support Deed’ in respect of the Dawson Manager’s obligations, provided by a Buyer Group member;

a release of the ‘Guarantee’ (as defined in the Dawson South JVA) in respect of the Dawson South JVA and ‘Parent Company Support Deed’ in respect of the Dawson South Manager’s obligations provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Dawson South JVA) in respect of the Dawson South JVA and replacement ‘Parent Company Support Deed’ in respect of the Dawson South Manager’s obligations, provided by a Buyer Group member;

a release of the ‘Guarantee’ (as defined in the Dawson South Exploration JVA) in respect of the Dawson South Exploration JVA provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Dawson South Exploration JVA) in respect of the Dawson South Exploration JVA, provided by a Buyer Group member;

a release of the ‘Guarantee’ (as defined in the Theodore South JVA) in respect of the Theodore South JVA provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Theodore South JVA) in respect of the Theodore South JVA, provided by a Buyer Group member,

in respect of an Ex Dawson Main Completion, Peabody and the Buyer obtaining signed counterparts of:

a release of the ‘Guarantee’ (as defined in the Dawson South JVA) in respect of the Dawson South JVA and ‘Parent Company Support Deed’ in respect of the Dawson South Manager’s obligations provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Dawson South JVA) in respect of the Dawson South JVA and replacement ‘Parent Company Support Deed’ in respect of the Dawson South Manager’s obligations, provided by a Buyer Group member;

a release of the ‘Guarantee’ (as defined in the Dawson South Exploration JVA) in respect of the Dawson South Exploration JVA provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Dawson South Exploration JVA) in respect of the Dawson South Exploration JVA, provided by a Buyer Group member;

a release of the ‘Guarantee’ (as defined in the Theodore South JVA) in respect of the Theodore South JVA provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Theodore South JVA) in respect of the Theodore South JVA, provided by a Buyer Group member,

in respect of an Anglo Dawson Holdings Completion, Peabody and the Buyer obtaining signed counterparts of:

a release of the ‘Guarantee’ (as defined in the Dawson JVA) in respect of the Dawson JVA and ‘Parent Company Support Deed’ in respect of the Dawson Manager’s obligations provided by AASM Holdings;

a replacement ‘Guarantee’ (as defined in the Dawson JVA) in respect of the Dawson JVA and replacement ‘Parent Company Support Deed’ in respect of the Dawson Manager’s obligations, provided by a Buyer Group member,

in respect of a Dawson Complex Completion, an Ex Dawson Main Completion or an Anglo Dawson Holdings Completion, the counterparty to each Specific Contract either (as applicable):

consenting in writing to the direct or indirect change of control of a Group Company which will occur following completion of the Transaction (as contemplated by this Deed) and, to the extent applicable, waiving in writing any right which it may have to vary, cancel or terminate the agreement in existence between such counterparty and the relevant Group Company as a result of Completion, in each case, which may be subject to Completion; or

consenting in writing to the transfer of the relevant Seller’s rights and obligations under the relevant Specific Contract to the Buyer (which may be by way of a deed of assignment executed by the counterparty and may be subject to Completion);

in respect of each Completion, the Anti-trust Authority in any applicable jurisdictions granting (or being deemed to have granted, including by way of an Anti-trust Authority not issuing a decision by the expiry of the relevant period after a complete notification has been filed with such Anti-trust Authority) their consent, approval, clearance, confirmation or waiver of license in respect of the Transaction under applicable Anti-trust Laws or having confirmed that there is no such requirement; and

in respect of each Completion, one of the following occurring:

the Buyer receiving notice in writing from the Federal Treasurer or his or her delegate to the effect that there are no objections under the Australian Government’s foreign investment policy or under FATA to the Buyer acquiring the Dawson Sale Interest in accordance with this Deed; or

the Federal Treasurer being, by reason of lapse of time, no longer empowered to make an order under FATA in respect of the acquisition contemplated by this Deed; or

if an interim order is made under the FATA in respect of the acquisition contemplated by this Deed, the subsequent period for making a final order prohibiting the acquisition contemplated by this Deed elapses without a final order being made.

in respect of each Completion, if required, the Buyer Guarantor receiving shareholder approval for the Transaction in accordance with the corporate laws and Stock Exchange rules of Indonesia.

If Schedule 15 applies in accordance with Clause 8.4(b), then the Conditions in paragraph 4 of Schedule 15 will also apply.

Subject to Clause 9.6:

the Buyer shall use, at its own cost:

best endeavours to ensure that the Conditions set out in Clauses 9.1(h), 9.1(i) and 9.1(j) (together, the “Regulatory Conditions”);

reasonable endeavours to ensure that the Conditions set out in Clause 9.1(c) 9.1(d), 9.1(e), 9.1(f) and 9.1(g); and

if Schedule 15 applies in accordance with Clause 8.4(b):

reasonable endeavours to ensure that the Condition set out in Clause 4.1(b) of Schedule 15; and

best endeavours to ensure that the Condition set out in Clause 4.1(c) of Schedule 15,

Peabody shall use, at its own cost, reasonable endeavours:

to ensure that the Conditions set out in Clauses 9.1(a), 9.1(c), 9.1(d), 9.1(e), 9.1(f) and 9.1(g), and if Schedule 15 applies in accordance with Clause 8.4(b), also the Conditions set out in Clause 4.1(a) and Clause 4.1(b) of Schedule 15, are satisfied as soon as practicable and in any event no later than the Longstop Date and shall not, and shall procure that none of its Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions; and

as soon as reasonably practicable after SMC Completion and in any event no later than Completion, to seek the consent of the relevant Joint Venture Participant to the assignment and assumption of AASM’s rights and obligations under the Dawson South Exploration JVA and Theodore South JVA to the Buyer (or its nominee) but, for the avoidance of doubt, this shall not be a Condition. The Buyer must provide Peabody with such assistance as is reasonably required by Peabody to obtain these consents.

Without prejudice to Clause 9.3 and subject to Clause 9.6, the Buyer shall, and shall procure that each of its Affiliates, and its and its Affiliates’ Connected Persons shall, so far as the Buyer is able and to the extent within its power to do so, co-operate fully in all actions and omissions necessary to procure the satisfaction of the Regulatory Conditions as soon as practicable and in any event by the Longstop Date, including

making all filings and notifications as soon as practicable after the date of this Deed and in any event within five Business Days of the date of this Deed and obtaining all consents, approvals, clearances, waivers or actions of any Authorities in relation to the Regulatory Conditions to satisfy the Regulatory Conditions as soon as possible after the date of this Deed and in accordance with any relevant time limit;

promptly notifying Peabody (including providing copies) of any material communication (whether written or oral) with any Authority in relation to the Regulatory Conditions, keeping Peabody regularly and reasonably informed of the progress of any notification or filing, discussing with Peabody the scope, timing and tactics for satisfying the Regulatory Conditions, and providing such assistance as may reasonably be required by Peabody in relation to the satisfaction of the Regulatory Conditions;

responding to any request for information from any such Authority in relation to the Regulatory Conditions promptly and in any event in accordance with any relevant time limit, including such timing for a response as agreed between the parties acting reasonably;

only making communications (whether orally or in writing) with any such Authority in relation to the Regulatory Conditions after consulting with and taking into account Peabody’s views as to the mode, content and timing of such communications and giving Peabody a reasonable opportunity to comment on drafts of such communications and to participate in all material telephone calls and material meetings with any such Authority (save to the extent that such Authority expressly requests that Peabody should not participate in such meetings or telephone calls);

not making any filing with any Authority in relation to the Transaction or any business which competes with, supplies or is a customer of any Group Company which is not required solely to fulfil a Regulatory Condition without Peabody’s written consent as to the making of such filing and its form and content;

not (whether alone or acting in concert with others) acquiring or offering to acquire (or causing another person acting on its behalf to acquire or offer to acquire) or entering into a definitive agreement (or causing another person acting on its behalf to enter into a definitive agreement) that, if carried into effect, would result in the acquisition of, a business that competes with the business of a Group Company or any other business the acquisition of which might reasonably be expected to prejudice or delay the satisfaction of any of the Regulatory Conditions; and

taking all steps necessary to secure the satisfaction of the Regulatory Conditions, including proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that the Regulatory Conditions are satisfied before the Longstop Date, with each relevant Authority to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise, the sale, divestiture, licence or disposition of any necessary assets or businesses or the performance of any necessary behavioural remedies or Regulatory Conditions. For the avoidance of doubt:

the Buyer shall make any such proposal, negotiation, offer to commit or agreement with any relevant Authority in sufficient time to ensure that the Regulatory Conditions are satisfied before the Longstop Date, and

any such sale, divestiture, licence or disposition of assets or businesses, and any such behavioural remedies will have no impact on the payments to be made pursuant to Clauses 5 or 18, and any costs, expenses or damages related to any sale, divestiture, licence or disposition of assets or businesses or to any such other remedies, or both, will be for the Buyer’s sole account.

Without prejudice to Clause 9.3 and subject to Clause 9.6, Peabody shall, and shall ensure that its Affiliates and, between SMC Completion and Completion, each Group Company shall, so far as Peabody is able and to the extent within its power to do so:

provide the Buyer and any Authority in relation to the Conditions with any necessary information and documents for the purpose of making any filings, notifications or communications to any such Authority that are required to satisfy a Condition;

in respect of Regulatory Conditions:

promptly notify the Buyer (including providing copies) of any material communication (whether written or oral) with any Authority in relation to the Regulatory Conditions, keep the Buyer regularly and reasonably informed of any material response or communication from or to any Authority, discuss with the Buyer the scope, timing and tactics for responding to any material request of an Authority, and provide such assistance as may reasonably be required by the Buyer in relation to the satisfaction of the Regulatory Conditions; and

only make material communications (whether orally or in writing) with any such Authority in relation to the Regulatory Conditions after consulting with and taking into account the Buyer’s views as to the mode, content and timing of such communications and giving the Buyer a reasonable opportunity to comment on drafts of such communications and to participate in all material telephone calls and material meetings with any such Authority (save to the extent that such Authority expressly requests that the Buyer should not participate in such meetings or telephone calls); and

in respect of the Condition in Clause 9.1(c), promptly notify the Buyer (including providing copies) of any material communication (whether written or oral) with any applicable Joint Venture Participant in relation to the Pre-emption Rights and keep the Buyer regularly and reasonably informed of any response or communication from or to any applicable Joint Venture Participant in relation to the Pre-emption Rights.

Nothing in this Clause 9 will require a party to disclose commercially sensitive or legally privileged information regarding itself or its Representatives to another party, except to the extent necessary to ensure that the Conditions and any notifications required under Clause 9.7 are satisfied, in which case such disclosure will be on a confidential external counsel-to-counsel basis only.

Nothing in this Clause 9 requires the Buyer to take any action to secure the satisfaction of a Regulatory Condition if such action is reasonably likely to result in a sale, divestiture, licence, disposition or surrender of any material mining assets or businesses of the Buyer Group (excluding the Dawson Sale Interest).

Each party shall, to the extent permitted by Law, keep the other party informed as to the progress of satisfaction of the Conditions, including promptly notifying the other parties in writing each time it becomes aware that any of the Conditions have been satisfied and at the same time (or promptly after) provide the other parties with reasonable evidence of the same.

If:

a Condition (other than the Condition set out in Clause 9.1(b)) is not satisfied or waived by the Longstop Date; or

the parties agree that a Condition (other than the Condition set out in Clause 9.1(b)) will not be satisfied by the Longstop Date (unless that Condition is satisfied before the termination of this Deed),

The Buyer may, to such extent it thinks fit, waive the Condition set out in Clause 9.1(b), in whole or in part, by written notice to Peabody.

The Buyer and Peabody may, by written agreement, waive any or all of the Regulatory Conditions and / or the Conditions set out in Clause 9.1(g), and if Schedule 15 applies in accordance with Clause 8.4(b), also the Conditions set out in Clause 4.1(a) and (b) of Schedule 15, in whole or in part.

The Condition in Clause 9.1(a) cannot be waived.

Pre-Emption Rights

In respect of each Pre-emption Joint Venture and subject to Clause 10.2, Peabody shall, at any time after SMC Completion, when determined by the Buyer, acting reasonably and in consultation with Peabody but by no later than 30 days after SMC Completion, provide, or cause the relevant Group Company to provide, the relevant Pre-emption Offer Notice to each relevant Joint Venture Participant (and Peabody may provide, or cause the relevant Group Company to provide, a relevant Pre-emption Offer Notice more than once).

In respect of the Dawson Joint Venture, Peabody shall, at any time after SMC Completion, when determined by the Buyer, acting reasonably and in consultation with Peabody but by no later than 5 days after the date on which Peabody exercises its Put Option with respect to the Dawson Joint Venture Assets under Clause 8.4(b)(i), provide, or cause the relevant Group Company to provide, the relevant Pre-emption Offer Notice to Mitsui.

If any Joint Venture Participant gives a Pre-emption Acceptance Notice under this Deed or under the SMC SPA and the sale of the relevant Participating Interest completes, the parties agree that this Deed will continue to be valid and binding and will be completed, save that all references to the relevant Group Company’s interest in and under such Pre-emption Joint Venture Agreement pursuant to which the Joint Venture Participant’s right to give a Pre-emption Acceptance Notice is exercised, and all related rights, obligations, liabilities, assets and interests and the Pre-emption Joint Venture Agreements will be deemed to be removed from this Deed with effect from the date of completion of such sale under the relevant Pre-emption Acceptance Notice, and in particular:

the definition of Mining Tenements will be amended to remove the mining tenements attributable to the relevant Pre-emption Joint Venture;

the definition of Properties will be amended to remove the real property attributable to the relevant Pre-emption Joint Venture;

the definition of Seller Guarantees will be amended to remove the guarantees, bonds, credit support arrangements, indemnities and letters of comfort attributable to the relevant Pre-emption Joint Venture;

the definition of Seller Financial Provisioning will be amended to remove the Financial Provisioning attributable to the relevant Pre-emption Joint Venture;

the definition of Third-Party Guarantees will be amended to remove the guarantees, bonds, credit support arrangements, indemnities and letters of comfort attributable to the relevant Pre-emption Joint Venture;

Clause 30 will not apply in respect of the relevant Group Company or Group Companies; and

the Consideration will be reduced by the proportionate amount applicable to the relevant Pre-emption Joint Venture, as set out in Schedule 2.

Peabody’s obligations prior to SMC Completion

During the period from the date of this Deed to the earlier of SMC Completion and the termination of this Deed, Peabody shall procure that Peabody exercises its rights under and pursuant to the SMC SPA at the reasonable direction of the Buyer, but only to the extent such rights relate directly to, or materially affect, the Dawson Sale Interest and will otherwise consult with BUMA in good faith and take into account BUMA’s reasonable comments with respect to matters that relate to or affect the Dawson Sale Interest.

Nothing in Clause 11.1 operates to restrict or prevent Peabody taking any action:

it considers reasonably necessary to prevent or avoid a breach or potential breach of the SMC SPA or Peabody’s financing arrangements entered into in connection with the SMC SPA;

it considers reasonably necessary to respond to an emergency or disaster situation with the intention of minimising any adverse effect of such situation (but the Buyer must be kept fully informed of any actions taken pursuant to this Clause 11.2(b)); and

to comply with any requirement of applicable Law or any forthcoming change in applicable Law (in each case, including any rules, guidelines, requests or requirements of any Authority).

During the period from the date of this Deed to the earlier of SMC Completion and the termination of this Deed, Peabody shall procure that Peabody promptly provides to the Buyer any correspondence or information received from the SMC Seller in connection with the SMC SPA, but only to the extent such correspondence or information relates to the Dawson Sale Interest (for example, by redacting information which does not relate to the Dawson Sale Interest).

Power of Sale

In this Clause 12:

a “Power of Sale Trigger Event” occurs if:

the Conditions are not satisfied or waived by the Longstop Date, and this Deed is terminated in accordance with Clause 9.9;

subject to Peabody not being in default under this Deed, the Buyer fails to comply with its obligations that it is required to satisfy at Completion under Clause 18 and Peabody gives notice to terminate this Deed in accordance with Clause 18.7(c); or

neither the Call Option nor the Put Option has been validly exercised during the Call Option Exercise Period or the Put Option Exercise Period, respectively, and this Deed ceases to have effect the day immediately following the end of the Put Option Exercise Period in accordance with Clause 34.2(a).

the “Relevant Dawson Sale Interest” is that part of the Dawson Sale Interest that is held by a Peabody Group member as at the date of the Power of Sale Trigger Event;

“RDSI Sales Agency” means the right and obligation to proactively identify, and negotiate terms in conformity with the RDSI Sales Parameters with, potential purchasers of the Relevant Dawson Sale Interest;

the “RDSI Sales Parameters” are that:

the Relevant Dawson Sale Interest must be sold for upfront cash consideration;

all of the constituent parts of the Relevant Dawson Sale Interest must be sold as a single package;

the RDSI Sales Agent must take all reasonable care to ensure that Peabody sells the Relevant Dawson Sale Interest:

if, when it is sold, it has a market value--not less than that market value; or

otherwise--the best price that is reasonably obtainable, having regard to the circumstances existing when the Relevant Dawson Sale Interest is sold;

on terms and conditions substantially similar to the terms on which the Buyer agreed to buy the Dawson Sale Interest under this Deed, including that the buyer of the Relevant Dawson Sale Interest assumes all Assumed Liabilities applicable to the Relevant Dawson Interest and procures releases or replacement of all guarantees given by or on behalf of a Peabody Group member of any obligations associated with the Relevant Dawson Sale Interest; and

the buyer of the Relevant Dawson Sale Interest does not receive representations and warranties more favourable than those given to the Buyer under this Deed and either:

the Buyer (and not a Peabody Group member) gives representations and warranties to the buyer; or

if a Peabody Group member is required to give representations and warranties to the buyer, the relevant Peabody Group member is indemnified by the Buyer Group for any liability in respect of all such representations or warranties given to the buyer, other than to the extent a breach of warranty is caused by the gross negligence or wilful misconduct of a Peabody Group Representative.

If a Power of Sale Trigger Event occurs, then Peabody shall:

for a period of six months commencing on the Power of Sale Trigger Event, appoint the Buyer as the RDSI Sales Agent;

to the extent that Peabody does not enter into a binding sales agreement in respect of the Relevant Dawson Sale Interest during the period referred to in Clause 12.2(a), appoint a suitably qualified independent third party as the RDSI Sales Agent;

consider recommendations made by the RDSI Sales Agent in good faith; and

use best endeavours to enter into a binding sales agreement in respect of the Relevant Dawson Sale Interest in accordance with the RDSI Sales Parameters, and then complete the sale contemplated by that binding sales agreement, without delay.

Peabody and the Buyer will cooperate with each other with respect to permitting potential buyers with access to due diligence information in respect of the Relevant Dawson Sale Interest and seeking to minimise liability through disclosures against any representations and warranties given in a binding sales agreement.

If Peabody enters into a binding sales agreement in respect of the Relevant Dawson Sale Interest in accordance with Clause 12.2 (“Power of Sale Rights”), then the Buyer must procure that the Buyer Group does everything reasonably requested by Peabody to achieve completion under the binding sales agreement, including anything required under the Finance Documents (as defined in the Loan Note Deed) in relation to the release of any Encumbrance over any of the Relevant Dawson Sale Interest and releases of any Encumbrances granted in favour of Secured Financiers.

The Buyer must procure that the RDSI Sales Agent does not, as agent for Peabody, agree for Peabody to incur or assume any Liability unless Peabody gives its prior written consent, not to be unreasonably withheld.

SMC SPA Completion Accounts

provide the Buyer with a copy of the draft SMC SPA Completion Accounts no later than 20 Business Days before they are required to be provided to the SMC Seller under the SMC SPA, together with any supporting workpapers to be provided to the SMC Seller (“Draft SMC SPA Completion Accounts”). The draft SMC SPA Completion Accounts and any supporting workpapers provided by the Buyer will be redacted so that only information in relation to the Dawson Sale Interest is provided to the Buyer;

consult with the Buyer and take into account the Buyer’s reasonable views as to the components of the Draft SMC SPA Completion Accounts that relate to the Dawson Sale Interest; and

upon request from the Buyer, exercise its rights under the SMC SPA to obtain further information from the SMC Seller to the extent reasonably necessary for the Buyer to review and assess the Draft SMC SPA Completion Accounts (but only to the extent relevant to the Dawson Sale Interest).

The Buyer shall notify Peabody within 10 Business Days after receiving the Draft SMC SPA Completion Accounts from Peabody if it:

accepts the Draft SMC SPA Completion Accounts to the extent they relate to the Dawson Sale Interest; or

does not accept the Draft SMC SPA Completion Accounts in which case the Buyer will notify Peabody of (i) the items in the Draft SMC SPA Completion Accounts which the Buyer disputes; (ii) reasonable detail regarding the basis upon which the Buyer disputes such items; and (iii) the adjustment and / or the replacement item that the Buyer would propose (such matters in this sub-paragraph (b) together being the “Objection Notice”).

Promptly after the SMC SPA Completion Accounts have been agreed or determined in accordance with the SMC SPA, Peabody shall provide written notice to the Buyer setting out:

a copy of the final SMC SPA Completion Accounts (which will be redacted so that only information in relation to the Dawson Sale Interest is provided to the Buyer); and

a response to the Objection Notice, setting out details on whether the matters raised in the Objection Notice were addressed in the final SMC SPA Completion Accounts.

Within 10 Business Days of receipt of Peabody’s notice under Clause 13.3, and the Buyer stating:

if the Buyer had delivered a valid Objection Notice under Clause 13.2 and the matters raised in the Objection Notice were not materially addressed in the final SMC SPA Completion Accounts, that it intends to dispute the final SMC SPA Completion Accounts to the extent they relate to the Dawson Sale Interest with Peabody, and setting out (i) the items in the final SMC SPA Completion Accounts which the Buyer disputes; (ii) reasonable detail regarding the basis upon which the Buyer disputes such items; and (iii) the adjustment and / or the replacement item that the Buyer would propose (“Further Objection Notice”); or

otherwise, that it accepts the final SMC SPA Completion Accounts to the extent they relate to the Dawson Sale Interest.

If the Buyer gives a Further Objection Notice, the parties must attempt in good faith to reach agreement in respect of the matters set out in the Further Objection Notice and, if they are unable to do so within 15 Business Days following receipt by Peabody of the Further Objection Notice, the matters detailed in the Further Objection Notice will be referred to determination by an independent accountant in accordance with Schedule 16.

Nothing in this Clause 13 requires Peabody to obtain the Buyer’s consent to the SMC SPA Completion Accounts or any associated process under the SMC SPA.

Obligations between SMC Completion and Completion

On (or conditional upon) SMC Completion (or such later date as may be agreed in writing between Peabody and the Buyer):

Peabody shall procure that each relevant Peabody Group member enters into and complies with its obligations under the Consultancy Services Agreements and the Secondment Agreements (as applicable); and

the Buyer shall procure that each relevant Buyer Group member enters into and complies with its obligations under the Consultancy Services Agreements and the Secondment Agreements (as applicable).

If Schedule 15 applies in accordance with Clause 8.4(b), then:

Peabody shall perform its obligations set out in paragraph 5 of Schedule 15; and

the Buyer shall perform its obligations set out in paragraph 6 of Schedule 15.

During the period from SMC Completion to the earlier of the last Completion and the termination of this Deed, Peabody must ensure that the Buyer and a reasonable number of persons authorised by the Buyer:

are given reasonable, non-disruptive access during normal business hours and on reasonable notice, to inspect the operating sites, books and records of the Group; and

have reasonable access to management of the Group, including for the purpose of planning the integration of the Group with the Buyer Group following Completion.

Peabody is not required to give the Buyer or persons authorised by it the access described in Clause 14.3 to the extent that such access might reasonably be expected to:

put a Peabody Group member or Buyer Group member in breach of the Competition and Consumer Act 2010 (Cth), any duty of confidence or any duty or obligation under Law; or

result in a loss of any legal professional privilege.

The Buyer must ensure that any persons provided with the access referred to in Clause 14.3 comply with the reasonable requirements of Peabody in respect of the access and do not unreasonably interfere with the business or operations of the Group.

At least five Business Days before Completion, the Buyer shall provide to Peabody, as applicable:

for each Group Company, the written consents in Agreed Form to act as director, secretary and public officer in respect of each incoming director, secretary and public officer that is replacing a director, secretary or public officer appointed by Peabody;

if applicable, a replacement address for the registered office and principal place of business of each Group Company; and

replacement names for each Group Company to take effect from Completion which must not include the words ‘Anglo’, ‘Anglo American’, ‘Peabody’ or any words which may be misleading or deceptively similar to or likely to be confused with the words ‘Anglo’, ‘Anglo American’ or ‘Peabody’.

In respect of the FPS Environmental Authorities:

the Buyer must make a Changed Holder Review Application in respect of each relevant FPS Environmental Authority (promptly and to the extent required under the Financial Provisioning Act); and

Peabody must procure that the Group Company holding each FPS Environmental Authority for which a Changed Holder Review Application is required under the Financial Provisioning Act consents to the Changed Holder Review Application made by the Buyer.

Before Completion:

Peabody must, not less than 10 Business Days before Completion, procure that the Seller Head Company gives the Buyer and the relevant Consolidated Subsidiary:

a draft calculation of the Clear Exit Payment for the Consolidated Subsidiaries in respect of each relevant Group Liability in subsection 721-10(2) of the 1997 Tax Act; and

work papers supporting the calculation of the Clear Exit Payment in sufficient detail to enable a review and in a manner consistent with the methodology provided in the Seller Tax Sharing Agreement;

the Buyer must, not less than 5 Business Days before Completion, provide to Peabody any comments it has on the draft calculation of the Clear Exit Payment provided under Clause 14.8(a)(i) and Peabody must consider any such comments (acting reasonably);

Peabody must, no later than 2 Business Days before Completion, procure that the Seller Head Company gives the relevant Consolidated Subsidiary and the Buyer a calculation of the Clear Exit Payment for the relevant Consolidated Subsidiary based on the draft calculation referred to in Clause 14.8(a)(i) and the Buyer’s comments referred to in Clause 14.8(b);

at least 1 Business Day before Completion, Peabody must procure that:

each of the Consolidated Subsidiaries pays the Clear Exit Payment (if any) to the Seller Head Company to which the relevant Group Liability relates in accordance with the Seller Tax Sharing Agreement;

the relevant Seller Head Company provides the relevant Consolidated Subsidiary and the Buyer a written receipt or other document evidencing the payment of any amount paid under Clause 14.8(d)(i); and

the relevant Group Company has discharged all other amounts owing by it to the relevant Seller Head Company or any other Member of the Seller Consolidated Group under the Seller Tax Sharing Agreement or a Tax Funding Agreement.

Dawson Working Capital

The parties must use reasonable endeavours to agree the Dawson Working Capital Target prior to SMC Completion. In the event that the Dawson Working Capital Target is not agreed prior to SMC Completion, the parties must refer to the Dawson Working Capital Target to be determined in accordance with Schedule 16.

Within 10 Business Days after the SMC SPA Completion Accounts become binding on Peabody pursuant to the SMC SPA:

if the Dawson Working Capital Adjustment is a positive number, the Buyer must Peabody an amount equal to the amount of the Dawson Working Capital Adjustment, to be funded by an issue of Loan Notes pursuant to clause 2.5 of the Loan Note Deed; or

if the Dawson Working Capital Adjustment is a negative number, Peabody must pay the Buyer an amount equal to the absolute value of the Dawson Working Capital Adjustment, by way of prepayment to be set off against the face value of the “Upfront Consideration Loan Notes” (as defined in the Loan Note Deed).

Material Adverse Change

If, before SMC Completion, either the Buyer or Peabody becomes aware that a Material Adverse Change has occurred, each party must promptly give written notice to each other party, including full details of the Material Adverse Change.

No later than 10 Business Days after a party gives a notice under Clause 16.2 (or such other period as the Buyer and Peabody may agree in writing), Peabody must notify the Buyer whether, in the reasonable opinion of Peabody, Peabody considers that the Material Adverse Change could be cured (including by payment of money) or could otherwise cease to exist on or before SMC Completion and full details of all relevant circumstances, including the basis on which Peabody considers the Material Adverse Change can be cured or otherwise cease to exist, and applicable timeframes.

If a Material Adverse Change occurs before SMC Completion and Peabody gives a notice under Clause 16.2 that the Material Adverse Change can be cured before SMC Completion, the Peabody must use reasonable endeavours to investigate and cure (or procure the cure of) the Material Adverse Change before the MAC Cure Date.

Peabody must keep the Buyer reasonably informed in relation to any Material Adverse Change (including providing details of any actions that Peabody is taking to cure the Material Adverse Change), and must promptly give written notice to the Buyer at any time before SMC Completion if, in the reasonable opinion of Peabody, Peabody considers that a Material Adverse Change cannot be cured or otherwise cease to exist before the MAC Cure Date.

If a Material Adverse Change occurs before SMC Completion and the Material Adverse Change is not cured or has not otherwise ceased to exist on or before the MAC Cure Date, then:

the Buyer may, by written notice to Peabody; or

Peabody may, by written notice to the Buyer,

If Peabody gives a under Clause 16.2 or Clause 16.4 that the Material Adverse Change cannot be cured and will not otherwise cease to exist on or before SMC Completion, then:

the Buyer may, by written notice to Peabody; or

Peabody may, by written notice to the Buyer,

The parties agree that the occurrence of a Material Adverse Change will not constitute a breach of this Deed by Peabody.

Nothing in Clause 16.7 restricts the Buyer from making a Claim against a Peabody Group member for a breach by a Peabody Group member of its obligations under this Deed, except that the Buyer is excluded from making a Claim against a Peabody Group member:

where a Material Adverse Change has been cured in accordance with this Clause 16 or otherwise ceases to exist on the SMC Completion Date; or

in respect of any breach of Warranty or Back to Back Warranty by Peabody where this Deed is terminated in accordance with Clauses 16.5 or 16.6.

Transfer of Employment

By no later than two months before the Scheduled Completion Date, Peabody must procure that a Group Company agreed between the Buyer and Peabody (each acting reasonably) or, failing agreement prior to that time, Anglo Coal (Dawson Services) Pty Ltd (“New Employing Entity”) offers employment to each Relevant Employee who is employed by a Peabody Group member (“Seller Employer”) on that date.

Peabody must ensure that the New Employing Entity’s offer of employment to each Relevant Employee is in a form reasonably acceptable to the Buyer and:

is on terms and conditions substantially similar to, and overall no less favourable than, the Relevant Employee’s terms and conditions of employment with the Seller Employer immediately prior to the Completion Date;

is on terms that:

the New Employing Entity will recognise the Relevant Employee’s Prior Service and assume liability for the Relevant Employee’s Accrued Leave Benefits accrued in respect of the Prior Service; and

does not require the New Employing Entity to recognise and assume liability for acts or omissions by the Relevant Employee prior to the Completion Date;

provides that each Relevant Employee’s employment with the New Employing Entity will be conditional on Completion and, subject to Completion, will commence on the Completion Date; and

provides that if the Relevant Employee accepts the offer in writing, their employment with the Seller Employer will cease by agreement on the Completion Date.

The Buyer agrees that, for the purpose of calculating any service-related benefit to a Transferring Employee:

each Transferring Employee’s Prior Service is to be taken as service with the New Employing Entity; and

the continuity of each of the Transferring Employee’s employment is taken as not broken because they cease to be an employee of the Seller Employer and become an employee of the New Employing Entity.

The New Employing Entity is not required to provide a Transferring Employee with credit for a period of Prior Service when calculating a particular benefit to the extent that the Transferring Employee’s entitlement to that particular benefit has been paid or discharged by the Seller Employer.

Peabody must procure that the relevant Seller Employer:

releases each Transferring Employee from their employment with the Seller Employer on or by the Completion Date;

pays to each Transferring Employee all amounts due and payable to the employee on account of any wages, salary, allowances, other remuneration or other applicable benefits in respect of service up to and including the Completion Date;

pays all superannuation contributions on behalf of the Transferring Employees that are due and payable under superannuation guarantee legislation in respect of service up to and including the Completion Date, to the superannuation fund of the Transferring Employee selected in accordance with “choice of fund” requirements under superannuation guarantee legislation; and

no less than five Business Days before Completion, provides to the Buyer a list which indicates whether each Relevant Employee has accepted an offer of employment with the New Employing Entity.

The Buyer agrees that the Buyer Group will be solely responsible for:

all wages, salary, allowances, remuneration, bonuses and other benefits (but not for acts and omissions of the Transferring Employees prior to the Completion Date) due to the Transferring Employees in respect of service with the New Employing Entity from the Completion Date;

all superannuation contributions which are required to be made by law or any applicable industrial instruments on behalf of the Transferring Employees from the Completion Date; and

the Accrued Leave Benefits of the Transferring Employees accrued as a result of service both prior to and after the Completion Date.

Peabody is liable to each Buyer Group member and the New Employing Entity for, and indemnifies each Buyer Group member and the New Employing Entity against, all loss incurred or suffered by a Buyer Group member or the New Employing Entity arising from any claim by a Transferring Employee which:

relates to a breach, or alleged breach, of any term or condition of that Transferring Employee’s employment with the Seller Employer occurring prior to Completion;

is based on any event occurring on or prior to Completion; or

otherwise arises from a breach by Peabody of its obligations under this Clause 16.

Completion

The parties acknowledge that Completion may occur under this Deed in respect of one or more constituent parts of the Dawson Sale Interest simultaneously or at different times, and that this Deed is intended to regulate and give effect to each Completion as applicable to the relevant constituent parts of the Dawson Sale Interest. For the avoidance of doubt:

any Completion that occurs with respect to certain constituent parts of the Dawson Sale Interest will not prevent a separate Completion in respect of the remaining constituent parts of the Dawson Sale Interest from occurring in accordance with this Deed; and

where a party has a right or obligation that arises or applies at, before or after Completion (or on, before or after a Completion Date) in this Deed, that right or obligation shall apply to the relevant constituent parts of the Dawson Sale Interest to which such Completion (or Completion Date) relates.

Completion will take place at the Seller’s Solicitor’s offices (or at any other place as agreed in writing by Peabody and the Buyer) on the Scheduled Completion Date.

At Completion:

Peabody shall do or procure the carrying out of all those things listed in paragraph 1 of Schedule 3 that pertain to the relevant Completion; and

the Buyer shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 3 that pertain to the relevant Completion.

Subject to Clause 18.5, all documents and items delivered, and payments received, in connection with Completion will be held by the recipient to the order of the person delivering or making them.

Simultaneously with:

the delivery of all documents and items required to be delivered;

the receipt of all payments required to be made; and

the performance of all other obligations required to be performed at Completion,

Subject to Clause 8, no party shall be obliged to complete the sale and purchase of any of the Dawson Sale Interests unless the sale and purchase of all of the Dawson Sale Interest is completed simultaneously.

Without prejudice to Clause 34 or any other rights and remedies a party may have, if the Buyer or Peabody does not comply with its obligations under Clause 18.3 on the Scheduled Completion Date, the Buyer (in the case of non-compliance by Peabody) and Peabody (in the case of non-compliance by the Buyer) shall each be entitled by notice in writing to each other party, at its discretion:

to defer Completion to the next End of Month Date or any later date set for Completion in accordance with this Clause 18.7(a). In such event this Clause 18.7 will also apply to Completion so deferred;

so far as practicable, to complete the sale and purchase of the Dawson Sale Interest in accordance with Clause 18.1 and Schedule 3; or

provided Completion has been deferred in accordance with Clause 18.7(a) at least once by it, to terminate this Deed by notice in writing to the other parties, following which Clause 34 will apply.

Separation

Peabody will provide a draft Separation Plan that reflects the Separation Principles to the Buyer no later than four months after the date of this Deed. Upon receipt by the Buyer of Peabody’s draft Separation Plan, Peabody and the Buyer will use reasonable endeavours to agree in writing the final Separation Plan which incorporates the Separation Principles by the earlier of:

SMC Completion; and

the date that is five months after the date of this Deed (and if not agreed by that date, as soon as reasonably practicable thereafter).

In connection with the agreement of the Separation Plan, the parties must act in good faith in relation to requests by the Buyer to add or remove services under the TSA and each party must act reasonably in negotiating amendments to the TSA to reflect such requests, including by using reasonable endeavours to agree on the scope of the added or removed services, and the associated charges.

The parties agree that following the date on which the Separation Plan is agreed in accordance with Clause 19.1, they will continue to review and update the Separation Plan, by mutual agreement in writing with the goal of achieving the Separation Principles.

In the event that the parties fail to agree the final Separation Plan in accordance with Clause 19.1, or any adjustment to the Separation Plan proposed by either party under Clause 19.3, this will be an escalation event (an “Escalation Event”) and the Buyer and Peabody will, within 15 Business Days of the occurrence of an Escalation Event, escalate the Escalation Event in writing to a director or equivalent senior individual of their respective organisations (“Senior Executives”). The Senior Executives will promptly cooperate in good faith to resolve the Escalation Event and if the Escalation Event has not been resolved in writing by the Senior Executives within 15 Business Days of being notified of it by the parties, the Escalation Event will be deemed to have become a Dispute and each party may commence the formal dispute resolution procedure set out in Clause 49. In circumstances where the Escalation Event relates to a specific item within the draft Separation Plan but the parties are otherwise in agreement as to the other items within the draft Separation Plan, the parties will use reasonable endeavours to implement the Separation Plan in respect of those items that are agreed upon in accordance with this Clause 19.

The parties will establish a separation committee (Separation Committee”) to assist them (subject to compliance with Anti-trust Laws) in agreeing the Separation Plan and facilitating the execution of the Separation Plan (including by seeking to resolve issues relating to the execution of the Separation Plan, and confirming when steps under the Separation Plan will commence and when they have been completed).

Within one month of the date of this Deed, each of Peabody and Buyer must appoint and notify the other of no less than two suitably experienced representatives as members of the Separation Committee, and each party must nominate one of their members to have joint day-to-day responsibility for the management of the Separation Committee (the “Leads”). Each Party may change their appointed members of the Separation Committee by notice to the other Party at any time. The members of the Separation Committee must meet (including by videoconference) within five Business Days of delivery of the first draft Separation Plan and thereafter at least fortnightly, unless otherwise agreed by the members of the Separation Committee. Advisors to either party may join the Separation Committee, on a permanent or ad hoc basis, as required.

The Lead for each of Peabody and Buyer must use reasonable endeavours to agree with the other party’s Lead an agenda for each upcoming meeting of the Separation Committee and to circulate to all other members of the Separation Committee the agenda for that meeting by no later than two Business Days before that meeting.

Peabody must use reasonable endeavours to provide all information considered by the SMC Separation Committee as it relates to the Dawson Sale Interest or the Separation Principles.

The Separation Committee may decide to undertake separation activities in a way which deviates from the Separation Plan, provided all such decisions by the Separation Committee are made unanimously between the two Leads. In the event one party considers a deviation from the Separation Plan is necessary and / or disagrees with the proposed implementation of the Separation Plan, and the Leads fail to unanimously agree on how to resolve a request or issue, this will be an Escalation Event and Clause 19.4 will apply, mutatis mutandis.

Notwithstanding Clause 19.9, Peabody must ensure that:

the SMC Peabody Lead raises any concern regarding the Dawson Sale Interest or the Separation Principles, as notified by the Buyer, as soon as reasonably practicable at the SMC Separation Committee; and

the Peabody Lead provides regular updates on the SMC Separation Committee’s consideration of any such Buyer concerns.

Subject to compliance with Anti-trust Laws, the parties will comply with the requirements of, and use reasonable endeavours to achieve any milestones set out in, the agreed Separation Plan including by procuring that any of their Affiliates undertake any action required to comply with the Separation Plan on and from the date the Separation Plan is agreed.

If Peabody becomes aware that a third-party consent is required in respect of the separation of a Group Asset (“Third-Party Consent”), Peabody will notify the Buyer of such required Third-Party Consent as soon as reasonably practicable, and unless Peabody and Buyer agree (acting reasonably) that it is not in the best interests of the Group to seek such Third-Party Consent, Peabody will use reasonable endeavours to obtain such Third-Party Consent in accordance with the timelines contemplated by the Separation Principles or Separation Plan (as applicable) (and in any event by the end of the term of the TSA). All one-off and recurring third-party costs suffered, incurred or due to be incurred by the Peabody Group in relation to the transfer by the Peabody Group of a Group Asset to the Buyer Group and in obtaining any Third-Party Consents will be borne by the Buyer and the Buyer will promptly reimburse Peabody for any amounts so incurred by the Peabody Group. If a Third-Party Consent has not been obtained by Peabody by the end of the TSA (or Completion, where required by the Separation Principles), the relevant Group Asset will not be separated from the Peabody Group’s business and the Buyer will be responsible for procuring an alternative to that Group Asset.

Post-Completion Obligations

After Completion, the Buyer must procure that the Group Companies make all necessary filings with ASIC to give effect to the changes in the membership of the Group Companies, the changes in the officers of each Group Company and the change in name and registered address of each Group Company made in accordance with the terms of this Deed.

The Buyer shall procure that each Group Company shall as soon as reasonably practicable and in any event:

within five Business Days of Completion:

remove any use of the Trade Marks and Get-up displayed online by the Group Company and / or any of their Affiliates; and

cease to use in the ordinary course of any business:

the words “Anglo”, “Anglo American” or “Peabody”; and

any business or domain name which, at Completion, was or had been used by Peabody or any of its Affiliates;

within 20 Business Days of Completion:

remove or replace the Trade Marks and Get-up on any administrative forms, templates, documents and other corporate content; and

remove any signs and indicia bearing the Trade Marks and Get-up from any headquarter premises of the Group Company and / or any of their Affiliates;

within 60 Business Days of Completion, remove any signs and indicia bearing the Trade Marks and Get-up from any other sites and operations owned, controlled and / or operated by the Group Company; and

within 12 months of Completion, remove or replace the Trade Marks and Get-up on any clothing of Employees.

The Buyer shall put in place and maintain until the sixth anniversary of the Completion Date run-off directors’ and officers’ insurance with the same level of coverage and scope as each Group Company has in place immediately before Completion (“D&O Insurance”) in respect of those directors and officers of any Group Company who resign from any board of a Group Company at or before Completion, providing a level of cover no less extensive than that which is in place as at the date of this Deed. The Buyer undertakes that it shall not take or omit to take (and shall procure that each Buyer Group member shall not take or omit to take) any action which has the effect of invalidating the D&O Insurance. Any such director covered by the D&O Insurance may enforce this Clause 20.3 under the Contracts (Rights of Third Parties) Act 1999.

For a period of seven years from Completion, the Buyer shall, and shall procure that each Group Company shall:

preserve and maintain all books, records and documents which relate to the Taxation of the Group and each Group Company and pertain to events occurring before Completion; and

make all books, records and documents which are in its possession or control and relate to the Group (only insofar as the same record matters occurring on or before Completion) available for inspection by Peabody and its Representatives and permit Peabody and its Representatives to have reasonable access during normal Working Hours to, and to take copies (at such person’s own expense) of such books, records and documents, and to otherwise provide reasonable information and assistance and reasonable access to any director, officer, employee or agent or adviser of the Group, in each case to the extent reasonably required by Peabody or its Representatives and subject to reasonable advance notice being given.

Except as required by applicable Law or with Peabody’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Buyer shall not, and shall not cause or permit any Buyer Group member (including the Group Companies) to, make or change any Tax election, amend any Tax Return or take any Tax position on any Tax Return, in each case with respect to any period (or part of any period) ended on or before Completion, that could result in any increased Tax liability (or any indemnification or payment obligation under this Deed or any other Transaction Document in respect of any Tax liability) to, or reduce any Relief of, Peabody or any of its Affiliates.

The Buyer shall, and shall procure that each Group Company shall, use reasonable endeavours to create Encumbrances in favour of Peabody over the Participating Interests and other assets of each Group Company that owns a Participating Interest (“Participant Assets”) to secure the Buyer’s obligation to pay the Dawson Deferred Consideration as soon as reasonably practicable after Completion on substantially the same terms as the General Security Deed (as that term is defined in the Loan Note Deed). The Buyer’s obligation to use reasonable endeavours under this Clause 20.6 shall include:

seeking agreement from Mitsui to enter into a deed of priority required under a Joint Venture Agreement to permit the granting of Encumbrances over the Joint Venture Assets by a Buyer Group member to a Peabody Group member; and

seeking agreement from its Financing Sources in respect of contingent instruments, and any providers of supplemental or replacement contingent instruments or working capital facilities to the Buyer or a Buyer Group member (or, in each case, an agent or security trustee of their behalf) (the “Secured Financiers”) to enter into an intercreditor deed with Peabody such that any Encumbrances granted over the Participant Assets in favour of Peabody and the Secured Financiers will rank pari passu.

Peabody shall use reasonable endeavours, and the Buyer shall use reasonable endeavours to procure that its Secured Financiers, enter into an intercreditor deed between the Secured Financiers and Peabody prior to SMC Completion such that any Encumbrances granted over the Shares in favour of Peabody and the Secured Financiers will rank pari passu.

From Completion until the Dawson Deferred Consideration is paid in full, the Buyer shall not, and shall procure that each Group Company shall not, create or permit any Encumbrance in or over the Shares or the Participating Interests other than:

a Permitted Encumbrance;

Encumbrances in favour of its Secured Financiers provided that:

the Secured Financier and Peabody have entered into an intercreditor deed such that any Encumbrances granted over the Shares or Participant Assets in favour of Peabody and the Secured Financiers will rank pari passu; and

no Encumbrance in respect of Shares or Participant Assets is granted in favour of a Secured Financier unless an Encumbrance is or has been granted to Peabody in respect of those Shares or Participating Interest or other assets (in each case to which Peabody is entitled to be granted an Encumbrance under Clause 20.6); or

in respect of any Encumbrance granted for a working capital facility, the facility limit does not exceed AUD 50,000,000; or

with the prior written consent of Peabody.

Within one Business Day after Completion:

Peabody must lodge with ASIC a declaration by the directors of Peabody (or its holding company, if any) in accordance with clause 4.2(c)(i) and (ii) of the Deed of Cross Guarantee; and

the Buyer must procure that the Company lodges with ASIC a copy of the certificate referred to in paragraph 1.1(o) of Schedule 3 and a notice of disposal, in accordance with clause 4.2(c)(ii) and (iii) of the Deed of Cross Guarantee.

Wrong Pockets

the party holding the right, title, or interest in the asset shall transfer such right, title or interest, as soon as practicable, to the other party (or its nominee) on terms that no consideration is required to be paid for such transfer; and

each party shall execute or do, or procure to be executed or done, at the own cost, all such documents and things as may be necessary to validly effect the transfer and to vest the relevant right, title and / or interest in the asset to the other party (or its nominee),

Assumed Contracts

Subject to Clause 22.3, on and with effect from Completion, Peabody must procure the relevant Seller to assign, and the Buyer accepts an assignment of, all of the relevant Seller’s rights under, benefits of and interests in the Assumed Contracts (“Benefits”) and assumes the relevant Seller’s obligations and Liabilities in relation to the Assumed Contracts (whether arising before, on or after Completion).

Without limiting Clause 22.1, and subject to Clause 22.8, in respect of each Assumed Contract, the relevant Seller and the Buyer shall use best endeavours to, and as soon as reasonably possible, enter into a deed of assumption and assignment (or if required by the relevant contract, a deed of novation) with the counterparty, conditional upon Completion, under which:

the Benefits under the Assumed Contract are assigned to the Buyer with effect on and from Completion;

the Buyer assumes the relevant Seller’s obligations and Liabilities under the Assumed Contract (whether arising before, on and from Completion); and

the relevant Seller as assignor is released from its obligations and Liabilities under the Assumed Contract (whether arising before, on and from Completion),

This Deed does not constitute an assignment or an attempted assignment of an Assumed Contract if an assignment or attempted assignment requires the consent of the counterparty to the Assumed Contract and would constitute a breach of that Assumed Contract or applicable Law if an assignment were made without that consent.

If the consent of a counterparty is required for the transfer of an Assumed Contract to the Buyer under Clauses 22.1 to 22.3, Peabody and the Buyer will use all reasonable endeavours to obtain that consent by or as soon as reasonably practicable after Completion.

Pending the transfer of an Assumed Contract to the Buyer under Clause 22.1, the relevant Seller shall, on and from Completion, at the expense of the Buyer:

hold the Benefits of the Assumed Contract on trust for the Buyer and account to the Buyer promptly after receipt by it for the value of any Benefit of the Assumed Contract that arises (or relates to the period) after Completion;

enforce the Assumed Contract against any counterparty to it in the manner that the Buyer directs (and promptly following such direction) from time to time; and

not assign, transfer, amend, terminate, surrender or waive any of the Seller’s rights under, or otherwise deal with (or agree to or otherwise permit any such act or omission with respect to), the Assumed Contract without the Buyer’s prior written consent.

If any Assumed Contract has not been transferred to the Buyer at Completion:

subject to Clause 22.7, the relevant Seller shall perform and observe all obligations of the relevant Seller under any Assumed Contract which are due to be performed before Completion;

the Buyer shall, to the extent it lawfully can, assume, perform and observe all obligations of the relevant Seller under any Assumed Contract which are due to be performed after Completion; and

the relevant Seller shall at the request and expense of and with the Buyer’s assistance, use all reasonable endeavours to perform any obligation of the relevant Seller under any Assumed Contract which arises (or relates to the period) from Completion in conformity with the Buyer’s directions which the Buyer cannot lawfully assume, perform or observe.

Without limiting Clause 29, the Buyer indemnifies Peabody and the relevant Seller (on a dollar for dollar basis) against all Liabilities suffered, paid or incurred by Peabody or the relevant Seller from:

any breach, non-performance or non-observance of any obligation of the assignee under an Assumed Contract;

the relevant Seller performing its obligations under Clauses 22.5(b), 22.6(a) and 22.6(c);

any claim made by a counterparty under an Assumed Contract; and

any breach by the Buyer of Clauses 22.6(a) to 22.6(c).

Peabody and the relevant Seller’s rights of indemnity under this Clause 20.8 will be reduced if and to the extent that Peabody or any of the Sellers has not substantively complied with its obligations under Clauses 22.5 and 22.6 and the Buyer’s Liability is increased as a result of such failure.

If, despite all their reasonable endeavours, the relevant Seller and the Buyer are unable (including because any counterparty consent required cannot be obtained) to transfer an Assumed Contract under Clauses 22.1 to 22.3 within 12 months from Completion, Peabody may, by written notice to the Buyer, require the relevant Seller and the Buyer to use all their respective reasonable endeavours to procure that the Assumed Contract is terminated with no additional liability to the relevant Seller. For the avoidance of doubt, there will be no adjustment to the Consideration because of any such termination.

The provisions of this Clause 20.8 continue to apply in relation to, and pending the termination of an Assumed Contract under Clause 22.8. If the Buyer and Peabody have, by written agreement, agreed to waive the Condition in Clause 9.1(g)(ii) in respect of any Specific Contract, the parties agree that a reference to Assumed Contracts in this Clause 20.8 includes reference to each Specific Contract in relation to which the Condition in Clause 9.1(g)(ii) has not been satisfied (as applicable).

Guarantees

From SMC Completion the Buyer shall promptly do everything necessary to assist Peabody with the release of the Seller Guarantees, including:

lodging the Replacement Bank Guarantees and Replacement Financial Provisioning (and any duly completed and executed forms as may be required) with the State or the Bank Guarantee Beneficiary; and

providing the relevant Authority with any further Financial Provisioning in relation to the Mining Tenements and related Environmental Authorisations as and if required by the relevant Authority (including any Financial Provisioning which is specified as being required to be provided in a Notice of Decision),

Without limiting Clause 23.1, on and from SMC Completion the Buyer shall deliver to the relevant Authority any Financial Provisioning (in addition to any Financial Provisioning required to be delivered under Clause 23.1) required to be provided in respect of a Mining Tenement and / or an Environmental Authorisation under the Resources Act or the Environmental Protection Act 1994 (Qld) (including in respect of any FPS Environmental Authority).

Without limiting Clause 23.2, the Buyer shall use reasonable endeavours to ensure that as soon as reasonably practicable after SMC Completion, Peabody and each of its Affiliates are released from all Third-Party Guarantees and, to the extent not replaced at or before SMC Completion, any Seller Guarantees given by Peabody or its Affiliates in respect of obligations of any Group Company and pending release of any such Third-Party Guarantee or Seller Guarantee, and the Buyer shall indemnify Peabody and its Affiliates on demand (on a dollar for dollar basis) against all Liabilities arising after SMC Completion under or by reason of such Third-Party Guarantee or Seller Guarantee.

Without limiting Clause 23.2, Peabody shall use reasonable endeavours to ensure that as soon as reasonably practicable after SMC Completion and no later than Completion, each Group Company is released from all Third-Party Guarantees given by it in respect of Peabody’s or any of its Affiliate’s obligations and pending release of any such Third-Party Guarantee, Peabody shall indemnify the Buyer and each Group Company on demand (on a dollar for dollar basis) against all Liabilities arising after SMC Completion under or by reason of such Third-Party Guarantee.

Peabody’s Warranties and Undertakings

Peabody warrants to the Buyer that each of the Warranties in Schedule 4 is true and accurate:

as at the date of this Deed;

as at SMC Completion as if repeated immediately before SMC Completion; and

as at Completion as if repeated immediately before Completion.

Each of the Warranties must be construed as being separate and independent.

Peabody warrants to the Buyer that each of the Back to Back Warranties in Schedule 6 is true and accurate:

as at the date of the SMC SPA; and

in respect of the Back to Back Fundamental Warranties only, as at SMC Completion as if repeated immediately before SMC Completion and on the basis that any reference made to the date of this Deed (whether express or implied) in any Back to Back Fundamental Warranty must be considered a reference to the SMC Completion Date.

Each of the Back to Back Warranties must be construed as being separate and independent.

Back to Back Warranties qualified by the expression “so far as the SMC Seller is aware” (or any similar expression) are deemed to be given by Peabody only based on the actual knowledge of [***], [***], [***], [***], [***], [***], [***], [***], [***], [***]and [***]as at the date of the SMC SPA.

Notwithstanding any other provision of this Deed, the provisions of Clause 25 operate to limit Peabody’s liability in respect of a Back to Back Warranty Claim or a Tax Covenant Claim.

Notwithstanding any other provision of this Deed, the provisions of this Clause 24 and Schedule 5, operate to limit Peabody’s liability in respect of any Claim (other than a Back to Back Warranty Claim or a Tax Covenant Claim).

Peabody and the Buyer acknowledge and agree that on and from Completion:

except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents, to the extent permitted by Law, Peabody, its Affiliates and its Affiliates’ Connected Persons have no rights or remedies against (and have not assigned any rights or remedies against) and shall not bring or make any claim, proceeding, suit or action, in relation to the transactions contemplated by the Transaction Documents:

in connection with any information, opinion or advice supplied or given (or omitted to be supplied or given) in connection with any of the Transaction Documents against any current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants of any Group Company (each of whom shall be entitled to enforce this Clause 24.8(a)(i) under the Contracts (Rights of Third Parties) Act 1999) on whom it may have relied before agreeing to any terms of, or entering into, any Transaction Document; and

against any Group Company or any of their current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of which shall be entitled to enforce this Clause 24.8(a)(ii) under the Contracts (Rights of Third Parties) Act 1999) in relation to a matter occurring before the Completion Date,

subject to any payments required to be made on or following the Completion Date pursuant to this Deed, no amounts will be owed from a Group Company to Peabody or any of its Affiliates in relation to matters occurring before Completion; and

subject to any payments required to be made on or following the Completion Date pursuant to this Deed, no amounts will be owed from Peabody or any of its Affiliates to a Group Company in relation to matters occurring before Completion.

Back to Back Warranty Claims and Tax Covenant Claims

Peabody Guarantor’s Warranties and Undertakings

The Peabody Guarantor warrants to the Buyer as at the date of this Deed and as at Completion as if repeated immediately before Completion that:

the Peabody Guarantor is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

no:

meeting has been convened, resolution proposed, petition presented or order made for its winding up;

receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or

mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

the Peabody Guarantor has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents to which the Peabody Guarantor is a party in accordance with their terms;

this Deed and the other Transaction Documents to which the Peabody Guarantor is a party constitute (or will constitute when executed) valid, legal and binding obligations on the Peabody Guarantor in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents to which the Peabody Guarantor is a party by the Peabody Guarantor and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Peabody Guarantor’s constitutional documents, any agreement or instrument to which the Peabody Guarantor is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Peabody Guarantor or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by the Peabody Guarantor to authorise the execution or performance of this Deed by the Peabody Guarantor;

the Peabody Guarantor is not and none of its directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Peabody Guarantor is not and none of its directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

The Peabody Guarantor irrevocably and unconditionally:

guarantees, as a primary obligation to the Buyer, the due and punctual performance by Peabody of all the Seller Guaranteed Obligations in accordance with this Clause 26;

undertakes to the Buyer that:

whenever Peabody does not pay any amount when due under or in connection with the Seller Guaranteed Obligations, it shall immediately on demand and without deduction or withholding pay that amount as if the Peabody Guarantor was the principal obligor; and

whenever Peabody fails to perform any other Seller Guaranteed Obligation, it shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Seller Guaranteed Obligation,

indemnifies each of the Buyer, all of its Affiliates and Representatives and each officer, employee and agent of such persons on demand (on a dollar for dollar basis) against all Liabilities which the Buyer may suffer or incur (whether directly or indirectly) as a result of any claim relating to:

the failure of Peabody to perform any of the Seller Guaranteed Obligations; or

any Seller Guaranteed Obligation becoming unenforceable, invalid or illegal.

The guarantee in Clause 26.2 is a continuing guarantee and will extend to the ultimate balance of sums payable by Peabody in respect of the Seller Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by any of Peabody and / or the Peabody Guarantor or any discharge of any obligations of Peabody and / or the Peabody Guarantor or any security for those obligations or otherwise is avoided or reduced because of insolvency or any similar event:

the liability of Peabody and the Peabody Guarantor will continue as if the payment discharge, avoidance or reduction had not occurred; and

the Buyer will be entitled to recover the value or amount of that security or payment from the Peabody Guarantor as if the payment, discharge, avoidance or reduction had not occurred.

The obligations of the Peabody Guarantor under this Clause 26 will not be affected by any act, omission, matter or thing which, but for this Clause 26.5, would reduce, release or prejudice any of its obligations under this Clause 26 (whether or not known to the Buyer, the Buyer Guarantor, Peabody or the Peabody Guarantor) including:

any time, waiver or consent granted to, or composition with, Peabody or any other person;

the release of Peabody or any other person under the terms of any composition or arrangement with any creditor;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, Peabody or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution, amalgamation, reconstruction or change in the members or status of the Buyer or any other person;

any amendment (however fundamental) or replacement of any of the Seller Guaranteed Obligations or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under this Deed or any other document or security; or

any insolvency or similar proceedings.

The Peabody Guarantor waives any right it may have of first requiring the Buyer to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Peabody Guarantor under this Clause 26. This waiver applies irrespective of any law or any provision of this Deed to the contrary.

Until all amounts which may be or become payable by Peabody under or in connection with the Seller Guaranteed Obligations have been irrevocably paid in full:

the Buyer may refrain from applying or enforcing any other money, security or rights held or received by the Buyer in respect of those amounts or apply and enforce the same in such manner and order as they see fit (whether against those amounts or otherwise), and the Peabody Guarantor shall not be entitled to the benefit of the same;

the Buyer may hold in an interest-bearing suspense account any money received from the Peabody Guarantor or on account of the Peabody Guarantor’s liability under this Clause 26;

the Peabody Guarantor shall not exercise any rights which it may have by reason of performance by it of the Seller Guaranteed Obligations to be indemnified by the Seller or to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Seller in respect of the Seller Guaranteed Obligations or of any other guarantee or security taken pursuant to, or in connection with, the Seller Guaranteed Obligations by the Buyer; and

the Peabody Guarantor shall not claim from Peabody any sums which may be owing to it from Peabody or have the benefit of any set-off or counter claim or proof against, or dividend, composition or payment by, Peabody.

The Peabody Guarantor undertakes to hold any security taken from Peabody in connection with this guarantee in trust for the Buyer pending discharge in full of all the Peabody Guarantor’s obligations under this Clause 26.

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Buyer.

Buyer’s Warranties and Undertakings

The Buyer warrants to Peabody:

as at the date of this Deed;

as at SMC Completion as if repeated immediately before SMC Completion; and

as at Completion as if repeated immediately before Completion,

the Buyer is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

no (i) meeting has been convened, resolution proposed, petition presented or order made for its winding up; (ii) receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or (iii) mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

the Buyer has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents in accordance with their terms;

this Deed and the other Transaction Documents constitute (or will constitute when executed) valid, legal and binding obligations on the Buyer in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents by the Buyer and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Buyer’s constitutional documents, any agreement or instrument to which the Buyer is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Buyer or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority (other than the Regulatory Conditions) is required to be obtained, or made, by the Buyer to authorise the execution or performance of this Deed by the Buyer, and, in respect of the Regulatory Conditions, no Authority has indicated to the Buyer, its Affiliates or the Buyer’s or its Affiliates’ Representatives that its consent, approval or authorisation may not be provided, or may only be provided on a conditional basis (and such conditions are not standard conditions or not satisfactory to the Buyer), to enable the Buyer’s performance of this Deed;

the Buyer has provided Peabody with a correct and complete copy of the Buyer Financing Letters pursuant to which the Buyer will have available funds together with cash on hand to meet its obligations under the Transaction Documents;

each Buyer Financing Letter is in full force and effect and has been executed by and is binding upon the Buyer Group members that are party to the Buyer Financing Letters and, to the Buyer’s knowledge, all other parties to the Buyer Financing Letters;

there are no agreements, side letters or arrangements (other than as described in the Buyer Financing Letters) relating to the Financing that impose or permit the imposition of conditions precedent to the funding of the Financing on the Completion Date or would otherwise affect the availability of the Financing on the Completion Date;

the Buyer is not aware of any fact, matter, event or circumstance which is or could reasonably be expected to result in a Claim, and for the purposes of this Clause 27.1(l), the Buyer’s awareness means the extent to which the Buyer Deal Team Members are aware, or ought reasonably to have been aware after having made reasonable enquiries, as at the date of this Deed of such fact, matter, event or circumstance;

the Buyer is not and no Buyer Group member nor any of their respective directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Buyer is not and no Buyer Group member nor any of their respective directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

The Buyer will:

maintain the Buyer Financing Letters in full force and effect, except for amendments, modifications, terminations, replacements, restatements, cancellations or other changes made to any Buyer Financing Letter that would not materially adversely affect the Buyer’s ability to satisfy its obligations under the Transaction Documents (and any change which causes the conditionality of any Buyer Financing Letter to become more onerous will be regarded as materially adversely affecting the Buyer’s ability to satisfy its obligations under the Transaction Documents) and not do any act or take any step or omit to do any act or take any step that would in any way:

reduce the aggregate amount of the finance committed and available to be drawn by the Buyer under the Buyer Financing Letters;

reduce the period for which funds are available to be drawn by the Buyer; or

otherwise materially adversely affect the Buyer’s ability to draw funds under the Buyer Financing Letters on the Completion Date sufficient to enable the Buyer to meet its obligations under the Transaction Documents and pay all fees and expenses required to be paid in connection with such financing;

keep Peabody reasonably informed of all material developments in respect of the Buyer Financing Letters (including, without limitation, any proposed amendments or waivers in respect of the Buyer Financing Letters);

take all action necessary to draw such amounts as it requires under the Buyer Financing Letters on the Completion Date sufficient, together with such other contemplated sources, for the Buyer to meet its obligations under the Transaction Documents and all fees and expenses required to be paid in connection with such financing; and

to the extent that such funds referred to in Clause 27.2(c) are not capable of being drawn as a result of a failure of the relevant counterparty to perform its obligations under the Buyer Financing Letters, take all such actions (or procure that such action is taken) as is necessary to enforce its or any other Buyer Group member’s rights against such counterparty under the relevant agreements.

The Buyer acknowledges and agrees that except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents:

it has no rights or remedies against and shall not bring or make any claim, proceeding, suit or action in connection with any of the transactions contemplated in any of the Transaction Documents against any Group Company or any Affiliate of Peabody, or each of their respective current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of whom shall be entitled to enforce this Clause 27.3(a) under the Contracts (Rights of Third Parties) Act 1999), and the Buyer irrevocably releases, waives, forfeits and / or extinguishes any such claim, proceeding, suit or action; and

on and from Completion, no Group Company will have any rights or remedies against, or any basis for bringing any claim, proceeding, suit or action against, Peabody, its Affiliates or its or its Affiliates’ Connected Persons (each of which shall be entitled to enforce this Clause 27.3(b) under the Contracts (Rights of Third Parties) Act 1999), and with effect from Completion, the Buyer shall procure that no Group Company brings any such claim, proceeding, suit or action to the extent the Buyer has control of the Group Company.

With effect from Completion, to the maximum extent permitted by Law, the Buyer shall grant, and shall procure that each Group Company shall grant, a release and full discharge to all officers of the Group Companies that resign effective from Completion from all liabilities or obligations owed to a Group Company and shall procure that each Group Company shall waive all claims it has or may have against such persons in connection with his appointment as a director of, or employment with, or conduct in relation to, any Group Company (except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents).

Buyer Guarantor’s Warranties and Undertakings

The Buyer Guarantor warrants to Peabody as at the date of this Deed and as at Completion as if repeated immediately before Completion that:

the Buyer Guarantor is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

no:

meeting has been convened, resolution proposed, petition presented or order made for its winding up;

receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or

mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

the Buyer Guarantor has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents to which the Buyer Guarantor is a party in accordance with their terms;

this Deed and the other Transaction Documents to which the Buyer Guarantor is a party constitute (or will constitute when executed) valid, legal and binding obligations on the Buyer Guarantor in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents to which the Buyer Guarantor is a party by the Buyer Guarantor and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Buyer Guarantor’s constitutional documents, any agreement or instrument to which the Buyer Guarantor is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Buyer Guarantor or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority (other than the Regulatory Conditions) is required to be obtained, or made, by the Buyer Guarantor to authorise the execution or performance of this Deed by the Buyer Guarantor, and, in respect of the Regulatory Conditions, no Authority has indicated to the Buyer Guarantor, its Affiliates or the Buyer Guarantor’s or its Affiliates’ Representatives that its consent, approval or authorisation may not be provided, or may only be provided on a conditional basis (and such conditions are not standard conditions or not satisfactory to the Buyer Guarantor), to enable the Buyer Guarantor’s performance of this Deed;

the Buyer Guarantor is not and no Buyer Group member nor any of their respective directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Buyer Guarantor is not and no Buyer Group member nor any of their respective directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

The Buyer Guarantor irrevocably and unconditionally:

guarantees, as a primary obligation to Peabody, the due and punctual performance by the Buyer of all the Guaranteed Obligations in accordance with this Clause 28;

undertakes to Peabody that:

whenever the Buyer does not pay any amount when due under or in connection with the Guaranteed Obligations, it shall immediately on demand and without deduction or withholding pay that amount as if the Buyer Guarantor was the principal obligor; and

whenever the Buyer fails to perform any other Guaranteed Obligation, it shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Guaranteed Obligation,

indemnifies each Indemnified Party on demand (on a dollar for dollar basis) against all Liabilities which Peabody may suffer or incur (whether directly or indirectly) as a result of any claim relating to:

the failure of the Buyer to perform any of the Guaranteed Obligations; or

any Guaranteed Obligation becoming unenforceable, invalid or illegal.

The guarantee in Clause 28.2 is a continuing guarantee and will extend to the ultimate balance of sums payable by the Buyer in respect of the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by the Buyer and / or the Buyer Guarantor or any discharge of any obligations of the Buyer and / or the Buyer Guarantor or any security for those obligations or otherwise is avoided or reduced because of insolvency or any similar event:

the liability of the Buyer and the Buyer Guarantor will continue as if the payment discharge, avoidance or reduction had not occurred; and

Peabody will be entitled to recover the value or amount of that security or payment from the Buyer Guarantor as if the payment, discharge, avoidance or reduction had not occurred.

The obligations of the Buyer Guarantor under this Clause 28 will not be affected by any act, omission, matter or thing which, but for this Clause 28.5, would reduce, release or prejudice any of its obligations under this Clause 28 (whether or not known to the Buyer, the Buyer Guarantor, Peabody or the Peabody Guarantor) including:

any time, waiver or consent granted to, or composition with, the Buyer or any other person;

the release of the Buyer or any other person under the terms of any composition or arrangement with any creditor;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Buyer or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution, amalgamation, reconstruction or change in the members or status of Peabody or any other person;

any amendment (however fundamental) or replacement of any of the Guaranteed Obligations or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under this Deed or any other document or security; or

any insolvency or similar proceedings.

The Buyer Guarantor waives any right it may have of first requiring Peabody to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Buyer Guarantor under this Clause 28. This waiver applies irrespective of any law or any provision of this Deed to the contrary.

Until all amounts which may be or become payable by the Buyer under or in connection with the Guaranteed Obligations have been irrevocably paid in full:

Peabody may refrain from applying or enforcing any other money, security or rights held or received by Peabody in respect of those amounts or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and the Buyer Guarantor shall not be entitled to the benefit of the same;

Peabody may hold in an interest-bearing suspense account any money received from the Buyer Guarantor or on account of the Buyer Guarantor’s liability under this Clause 28;

the Buyer Guarantor shall not exercise any rights which it may have by reason of performance by it of the Guaranteed Obligations to be indemnified by the Buyer or to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Buyer in respect of the Guaranteed Obligations or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Obligations by Peabody; and

the Buyer Guarantor shall not claim from the Buyer any sums which may be owing to it from the Buyer or have the benefit of any set-off or counter claim or proof against, or dividend, composition or payment by, the Buyer.

The Buyer Guarantor undertakes to hold any security taken from the Buyer in connection with this guarantee in trust for Peabody pending discharge in full of all the Buyer Guarantors’ obligations under this Clause 28.

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by Peabody.

Buyer Indemnities

To the maximum extent permitted by Law, and without limiting any other provision of this Deed, any other Transaction Document or any deed or agreement of novation, assumption or assignment in connection with this Deed or any other Transaction Document, on and from SMC Completion, the Buyer:

shall assume responsibility for and fully satisfy all Assumed Liabilities and the Dawson Conduct Liabilities;

shall indemnify each Indemnified Party on demand (on a dollar for dollar basis) against all Liabilities arising (whether arising before, on or after SMC Completion and regardless of whether arising due to an Indemnified Party’s negligence or breach of duty (statutory or otherwise) and / or Peabody Group Representatives) in connection with all Assumed Liabilities and the Dawson Conduct Liabilities (including for any claims) except to the extent that any such Liability is actually recovered by the Indemnified Party under an insurance policy held by a Peabody Group member as at the date of this Deed;

releases the Indemnified Parties from all Liabilities which may arise or be incurred or sustained by the Buyer or any Buyer’s Affiliate or Buyer Group member from time to time or any of its or their officers, employees or agents and all claims which may be made against an Indemnified Party in relation to the Assumed Liabilities and the Dawson Conduct Liabilities; and

shall comply with, perform or otherwise satisfy all Assumed Liabilities, including all Environmental Obligations, and all Dawson Conduct Liabilities including as requested by an Indemnified Party,

The Buyer must not, and must procure that each of its Affiliates do not, make a Claim against the SMC Seller or its Affiliates in connection with the SMC SPA and indemnifies each Indemnified Party in respect of any such Claim.

Peabody holds on trust for each other Indemnified Party the benefit of Clause 29.1 and 29.2 to the extent that such provisions apply to those Indemnified Parties and, without derogating from any right of those Indemnified Parties to enforce those clauses, is entitled to enforce these clauses on behalf of those Indemnified Parties.