Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.13(a) 3.20 of the Peabody Company Disclosure Letter sets forth contains a complete and correct and complete list list, as of the date hereof of all this Agreement, of each Contract described below in this Section 3.20(a) under which the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody Company or any of its Affiliates is a party Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of the Peabody Contributed Assets their respective properties or the Peabody Transferred Subsidiaries are assets is subject, in each case other than any Excluded Assets as of the date of this Agreement (each, a all Contracts of the type described in this Section 3.20(a) being referred to herein as the “Peabody Company Material ContractContracts”): (i) any loan partnership, joint venture, strategic alliance, collaboration, co-promotion or research and credit agreementdevelopment project Contract which is material to the Company and its Subsidiaries, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredtaken as a whole; (ii) each Contract not otherwise described in any Contract other subsection of this Section 3.20(a) that (other than A) is reasonably expected to involve future expenditures by the Company or any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term Company Subsidiary of more than one $25 million in the one-year from period following the date hereof which is and (B) cannot be terminated by the Company or such Company Subsidiary on less than sixty (60) days’ notice without material payment or penalty, other than ordinary course product or active ingredient purchase contracts; (iii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to involve result in the payment receipt or making of future payments in excess of $25 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of the Company or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (5 million other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for Contracts solely among the benefit of Company and any third partywholly owned Company Subsidiary, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts financial guarantees entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice not exceeding $5 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and internal policy guidelines(C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Company SEC Documents; (xiiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding (A) licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms, (B) service Contracts related to pre-clinical or clinical development of any medicine to the extent the licenses contained therein are incidental to such Contracts, immaterial, non-exclusive and granted in the ordinary course of business and (C) licenses granted by third parties to the extent necessary for the manufacture by the Company or its Subsidiaries of products for such third parties) under which the Company or any Company Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Contract is material to the Company and the Company Subsidiaries, taken as a whole; (vii) any Contract (excluding (A) licenses contained in service Contracts related to pre-clinical or clinical development of any medicine to the extent the licenses contained therein are incidental to such Contract, immaterial, non-exclusive and granted in the ordinary course of business and (B) licenses granted to manufacturers of any of the Company Products to the extent required to accomplish such manufacturing) under which the Company or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereof), which Contract is material to the Company and the Company Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement; (ix) any Contract pursuant to which a Governmental Authority is providing tax abatements third party supplies the Company or the Company Subsidiaries with active ingredients for the Company Key Product; (x) any Contract with respect to licensing, development or clinical studies pursuant to which the Company or any Company Subsidiary has continuing obligations or interests involving (A) “milestone” or other similar economic incentives contingent payments, including upon the achievement of regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company or any Company Subsidiary, in connection each case (x) which payments after the date hereof would reasonably be expected to be more than $25 million in the twelve (12) month period following the date hereof and (y) that cannot be terminated by the Company or such Company Subsidiary without more than sixty (60) days’ notice without material payment or penalty; (xi) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with the Peabody Business; anda notional value in excess of $25 million; (xii) any material collective bargaining agreement or other material Contract with any labor union; (xiii) any Contract involving the settlement of any action or threatened action (or series of related actions) (A) which will (x) involve payments after the date hereof of consideration in excess of $5 million or (y) impose monitoring or reporting obligations to any other Contract that is Person outside the ordinary course of business or (B) with respect to which material conditions precedent to the Peabody Businesssettlement have not been satisfied; and (xiv) any Contract not otherwise described in any other subsection of this Section 3.20(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) Peabody and its Affiliates have duly performed and complied Neither the Company nor any Company Subsidiary is in all material respects with their respective obligations under each Peabody Material Contract. None breach of Peabody or any of its Affiliates has received any notice of termination or default from under the terms of any other party Company Material Contract where such breach or default would reasonably be expected to such Peabody have, individually or in the aggregate, a Company Material ContractAdverse Effect. To the Knowledge knowledge of Peabodythe Company, as of the date hereof, no other party to such Peabody any Company Material Contract is in breach of or default under the terms of its obligations thereunder. (c) any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Section 4.13(c) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is a valid and binding obligation of the Peabody Disclosure LetterCompany or the Company Subsidiary which is party thereto and, Peabody has made available to Arch true and complete copies the knowledge of the Company, of each Peabody Material Contractother party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Material Contracts. (a) Section 4.13(a4.09(a) of the Peabody Disclosure Letter Schedule sets forth a correct and complete list as of the date hereof of all of the following types of currently active: (i) joint venture, partnership or similar Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and entered into since April 1, 2014 to which Peabody the Company or any of its Affiliates Subsidiaries is a party or to which any of the Peabody Contributed Assets Company’s or any of its Subsidiaries’ assets are subject to or bound; (ii) indemnification, employment, consulting or other Contract entered into since April 1, 2014 with any executive officer of the Peabody Transferred Company or any of its Subsidiaries other than those Contracts entered into since April 1, 2014 that are subjectterminable by the Company or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to the Company or any such Subsidiary; (iii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or promissory notes relating to the borrowing of money, extension of credit or other indebtedness for borrowed money by the Company or any of its Subsidiaries, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 50,000 individually or receipt of an amount in excess of $10,000,000 250,000 in the aggregate over the remaining term of such Contract; (iii) any joint ventureaggregate, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; entered into since April 1, 2014; (iv) any Contract granting entered into since April 1, 2014 pursuant to which the Company or any Person an optionof its Subsidiaries received or paid in excess of $187,500 during the eight (8) months ended on November 30, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); 2014; (v) any Contract that (A) provides for exclusive rights for entered into since April 1, 2014 under which the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody Company or any of its Affiliates to provide any minimum level of service, in each case which (1) areSubsidiaries is the lessee or sublessee of, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody holds or its Affiliates on less than 90 days’ notice without payment by Peabody operates any real property or any personal property requiring payments of its Affiliates of at least $250,000 during any material penalty; twelve (12) month period; (vi) any Contract that restricts in any entered into since April 1, 2014 granting most favored customer pricing, exclusive sales, distribution, marketing, or other material exclusive rights, rights of first refusal or rights of first negotiation with respect to the ability software products of Peabody the Company or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; Subsidiaries; (vii) any Contract with a remaining term entered into since April 1, 2014 required to be listed under Section 4.12(c)(i) or 4.12(c)(ii) of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions Disclosure Schedule; and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to listed on Section 3.10(a) of the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets Unit Purchase Agreement Disclosure Schedule (other than in collectively, the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b“Material Contracts”); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody Assuming the accuracy and its Affiliates have duly performed completeness of the representations and complied warranties in all Section 3.10 of the Unit Purchase Agreement, neither the Company nor any Subsidiary of the Company is in material respects with their respective obligations under each Peabody Material Contract. None breach of Peabody or any of its Affiliates has received any notice of termination or default from under the terms of any other party Material Contract and, to such Peabody Material Contract. To the Knowledge of Peabodythe Company, no other party to such Peabody any Material Contract is in material breach of or default under the terms of its obligations thereunder. (c) any Material Contract. Except as set forth on Section 4.13(c) for the Bankruptcy and Equity Exception, each Material Contract is a valid and binding obligation of the Peabody Disclosure LetterCompany or the Subsidiary of the Company which is party thereto (and to the Knowledge of the Company, Peabody has made available to Arch true each other party thereto), and complete copies of each Peabody Material Contractis in full force and effect.

Material Contracts. (a) Section 4.13(a) Except as disclosed in Schedule 6.15, or otherwise reflected in the SPAH Financial Statements, none of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or SPAH, nor any of its Affiliates respective Assets, businesses, or operations, is a party to, or to which any of the Peabody Contributed Assets is bound or the Peabody Transferred Subsidiaries are subjectaffected by, in each case other than any Excluded Assets (eachor receives benefits under, a “Peabody Material Contract”): (i) any loan and credit agreementemployment, Contractseverance, notetermination, debentureconsulting, bondor retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $200,000, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract relating to the borrowing of money by SPAH or the guarantee by SPAH of any such obligation (other than any coal supply agreement, trade payables and Contracts relating to borrowings or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 guarantees made in the aggregate over the remaining term ordinary course of such Contract; SPAH’s business), (iii) any joint venture, partnership Contract which prohibits or similar organizational Contract involving a sharing of profits or losses related to all restricts SPAH or any portion personnel of the Peabody Business; SPAH from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset involving Intellectual Property (other than purchase options for additional coal volumesContracts entered into in the ordinary course with customers or “shrink-wrap” software licenses); , (v) any Contract that (A) provides for exclusive rights for relating to the benefit provision of any third partydata processing, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) arenetwork communication, or in a manner which isother technical services to or by SPAH, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect relating to the ability of Peabody purchase or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates sale of any material penalty; goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract or series of contracts not in excess of $200,000), (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (exchange-traded or a specified portion of) their total requirements of any product over-the-counter swap, forward, future, option, cap, floor, or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31collar financial Contract, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody other interest rate or its Affiliates on less than 90 days’ notice without payment by Peabody foreign currency protection Contract or any of Contract that is a combination thereof not included on its Affiliates of any material penalty; balance sheet, (viii) any Contract relating to the disposition purchase, sale or acquisition lease of real property by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; from SPAH and (ix) any lease other Contract or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which amendment thereto that would be required to be filed as an exhibit to a SPAH Exchange Act Report filed by SPAH with the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment SEC prior to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof of this Agreement that has not been filed as an exhibit to a SPAH Exchange Act Report (Contracts referred to in clauses (i) through (ix) of this Section 6.15(a), together the “SPAH Contracts”). A true, correct and complete copy of each SPAH Contract has been filed as an exhibit to an Exchange Act Document, furnished or (B) with remaining deliverable tonnage made available to FFC as of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Businessdate hereof. (b) Peabody With respect to each SPAH Contract and its Affiliates have duly performed except as disclosed in Schedule 6.15(b): (i) the Contract is in full force and complied effect; (ii) SPAH is not in all Default thereunder; (iii) SPAH has not repudiated or waived any material respects with their respective obligations under each Peabody Material provision of any such Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, ; (iv) no other party to any such Peabody Material Contract is, to SPAH’s Knowledge, in Default in any respect or has repudiated or waived each material provision thereunder; and (v) no consent is in default required by a Contract for the execution, delivery, or performance of its obligations thereunder. (c) Except as set forth on Section 4.13(c) this Agreement, the consummation of the Peabody Disclosure LetterMerger or the other transactions contemplated hereby. All of the indebtedness of SPAH for money borrowed is prepayable at any time by SPAH without penalty, Peabody has made available to Arch true and complete copies of each Peabody Material Contractpremium or charge.

Material Contracts. (a) Section 4.13(a3.21(a) of the Peabody Company Disclosure Letter sets forth forth, as of the date of this Agreement, a correct and complete list as of the date hereof of all each of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody the Company or any of its Affiliates Subsidiaries is a party or to by which any of the Peabody Contributed Assets their respective properties or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):assets is bound: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any each Contract that (A) provides for exclusive rights for limits or restricts the benefit Company and its Subsidiaries (or would, from and after the Effective Time, limit or restrict Parent, any of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody its Subsidiaries or any of its Affiliates to provide any minimum level of service, in each case which (1stockholders) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts from competing in any material respect the ability line of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated geographic region, or (including such restrictive B) contains “most favored nation” pricing provisions) by Peabody , exclusivity obligations, rights of first refusal, rights of first negotiation or its Affiliates offer or similar restrictions binding on less than 90 days’ notice without payment by Peabody the Company or any of its Affiliates of any material penaltySubsidiaries; (viiii) any each Contract with that is a remaining term joint venture or partnership agreement that is material to the Company and its Subsidiaries, taken as a whole; (iii) each Contract in respect of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) Secured Company Indebtedness or (B) MSR Related Transactions with respect to Mortgage Servicing Rights having an unpaid principal balance in the aggregate of $5 billion or greater; (iv) each Contract that is expected to involve a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment evidencing indebtedness for borrowed money of the payment Company or any of its Subsidiaries (other than letters of credit, surety bonds and similar performance guarantees and intercompany loans between the Company and its wholly-owned Subsidiaries) in each case in an amount in excess of $10,000,000 50 million individually; (v) each Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $10 million; (vi) each Contract that is an acquisition agreement or divestiture agreement pursuant to which (A) the aggregate during Company reasonably expects that it is required to pay total consideration (including assumption of debt) after the fiscal year ending December 31date of this Agreement to be in excess of $50 million, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody any other Person has the right to acquire any assets of the Company or any of its Affiliates Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than $50 million, (C) the Company has any ongoing indemnification or other outstanding obligations as of the date of this Agreement that are material penaltyto the Company and its Subsidiaries, taken as a whole, or pursuant to which the Company or any of its Subsidiaries has continuing “earn out” or other contingent payment obligations after the date of this Agreement reasonably likely to result in the payment of in excess of $500,000, excluding, in each case, (x) Contracts related to Secured Company Indebtedness, (y) acquisitions or dispositions of inventory, products or assets in the ordinary course of the Company’s and its Subsidiaries’ business, including in connection with MSR Related Transactions, securitizations or other similar transactions involving Mortgage Servicing Rights or Mortgage Loans or (z) of inventory, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries; (vii) each Contract between the Company or any of its Subsidiaries and a Governmental Authority; (viii) any each Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining that is required to be performed or Liabilities continuing after filed by the date hereofCompany as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000each Related Party Contract; (x) each Contract which restricts the payment of dividends or distributions in respect of the capital stock or equity interests of the Company or any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)its Subsidiaries; (xi) each Contract under which the Company or any Contract involving swapsof its Subsidiaries (A) grants or is granted, futuresin any material respect, derivatives a license or similar instrumentsother right or interest with respect to any Intellectual Property or IT Systems (including any settlement or co-existence agreements or agreements with covenants not to ▇▇▇, regardless but excluding any non-exclusive license (x) for the use of valueany commercially available, except such Contracts entered into as off-the-shelf software with a hedging activity replacement cost and/or aggregate annual payments of less than $250,000, and/or (y) which is granted in the ordinary course of business consistent by the Company and its Subsidiaries and is not material to the Company and/or any of its Subsidiaries), or (B) is subject to any material restrictions with Peabody’s past practice respect to any Intellectual Property or IT Systems owned by the Company and internal policy guidelines;its Subsidiaries; and (xii) each Contract involving the settlement of any Proceeding or threatened Proceeding (or series of Proceedings), other than a claim, action or Proceeding relating to Taxes, which (x) may involve payments in excess of $2 million after the date hereof or since December 31, 2015 has involved payments in excess of $2 million or (y) impose or would purport to impose material restrictions on the operation of the businesses of Parent or any of its Subsidiaries following the Closing. Each Contract pursuant of the type described in clauses (i) through (vii) is referred to which herein as a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business“Company Material Contract”. (b) Peabody Except for any Company Material Contract that has terminated or expired in accordance with its terms or except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is valid and binding and in full force and effect and, to the Knowledge of the Company, enforceable against the other party or parties thereto in accordance with its Affiliates terms, subject to the Enforceability Exceptions. Except for breaches, violations or defaults which have duly performed not had, and complied would not reasonably be expected to have, individually or in all material respects with their respective obligations under each Peabody the aggregate, a Company Material Contract. None of Peabody or Adverse Effect, neither the Company nor any of its Affiliates has received any notice Subsidiaries, nor to the Knowledge of termination or default from the Company any other party to a Company Material Contract, is in violation of or in default under any provision of such Peabody Company Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true True and complete copies of each Peabody the Company Material ContractContracts and any material amendments thereto have been made available to Parent prior to the date of this Agreement.

Material Contracts. (a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of Lambda filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, and no such Contract has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts set forth in clause (a) above which were filed in an unredacted form, Section 4.13(a2.11(b) of the Peabody Lambda Disclosure Letter sets forth a correct and complete list list, and Lambda has made available to Pi correct and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto), of each of the following Contracts to which Lambda or any of the Lambda Subsidiaries is a party or bound as of the date hereof hereof: (i) each Contract containing any area of all mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the following types ability of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody Lambda or any of its Affiliates is a party (including Pi and the Pi Subsidiaries following the Closing) to (A) compete in any line of business or to which geographic area or with any Person during any period of time after the Effective Time or (B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their assets or properties; (ii) each Contract that creates, evidences, provides commitments in respect of, secures or guarantees (A) Indebtedness for borrowed money in any amount in excess of $500,000 or (B) other Indebtedness of Lambda or any of the Peabody Contributed Assets Lambda Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000, other than agreements solely between or among Lambda and the Lambda Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases) involving annual payments in excess of $500,000 or aggregate payments in excess of $1,000,000; (iv) each Contract involving the pending acquisition, swap, exchange, sale or other disposition of (or option to purchase, acquire, swap, exchange, sell or dispose of) any Oil and Gas Properties of Lambda and the Lambda Subsidiaries for which the aggregate consideration (or the Peabody Transferred fair market value of such consideration, if non-cash) payable to or from Lambda or any Lambda Subsidiary exceeds $1,000,000, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (v) each Contract for any Derivative Product; (vi) each material partnership, stockholder, joint venture, limited liability company agreement or other joint ownership agreement, other than with respect to arrangements exclusively among Lambda and/or its wholly-owned Subsidiaries are and other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of Lambda or any of the Lambda Subsidiaries; (vii) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring Lambda or any of the Lambda Subsidiaries to make annual expenditures in excess of $500,000 or aggregate payments in excess of $1,000,000 (in each case, net to the interest of Lambda and the Lambda Subsidiaries) following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (viii) each agreement that contains any exclusivity, “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which Lambda or any of the Lambda Subsidiaries is subject, and, in each case, is material to the business of Lambda and the Lambda Subsidiaries, taken as a whole, in each case other than those contained in (A) any Excluded Assets agreement in which such provision is solely for the benefit of Lambda or any of the Lambda Subsidiaries, (each, a “Peabody Material Contract”):B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of Lambda or any of the Lambda Subsidiaries; (iix) any loan acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than (A) asset retirement obligations or plugging and credit agreementabandonment obligations set forth in the Lambda Reserve Report or (B) customary indemnity obligations with respect to the post-closing ownership and operation of acquired assets), Contractthat would reasonably be expected to result in (1) earn out payments, note, debenture, bond, indenture, mortgage, security agreement, pledge contingent payments or other similar agreement pursuant obligations to which a third party (but excluding indemnity payments) in any material Indebtedness for borrowed money is outstanding year in excess of $500,000 or may be incurred(2) earn out payments, contingent payments or other similar obligations to a third party, including indemnity payments, in excess of $500,000 in the aggregate after the date hereof; (iix) any Contract (other than any coal supply agreementother Contract otherwise covered by this Section 2.10(b) that creates future payment obligations (including settlement agreements or Contracts that require any capital contributions to, or purchase order investments in, any Person) of Lambda or commitment to sell or offer to sell coal) with a remaining term any of more than one year from the date hereof which is expected to involve the payment of an amount Lambda Subsidiaries, in each case), involving annual payments in excess of $10,000,000 500,000 or receipt of an amount aggregate payments in excess of $10,000,000 in 1,000,000 (excluding, for the aggregate over avoidance of doubt, customary joint operating agreements or unit agreements affecting the remaining term Oil and Gas Properties of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all Lambda or any portion of the Peabody Business; (iv) Lambda Subsidiaries), or creates or would create an Encumbrance on any Contract granting to material asset or property of Lambda or any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset the Lambda Subsidiaries (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(bPermitted Encumbrances); (xi) any Contract involving swapsthat provides for midstream services (including gathering, futurestransporting, derivatives marketing, processing and storing) to, or similar instrumentsthe sale by, regardless Lambda or any of value, except such Contracts entered into as the Lambda Subsidiaries of Hydrocarbons (1) in excess of 1,000 gross barrels of oil equivalent of Hydrocarbons per day (calculated on a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesper day yearly average basis) or (2) for a term greater than or equal to ten (10) years; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements for the sale of Hydrocarbons that are not terminable without penalty or other similar economic incentives in connection with liability to Lambda or any of the Peabody Business; andLambda Subsidiaries within sixty (60) days; (xiii) any Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, or similar arrangements that otherwise guarantee or commit volumes of Hydrocarbons from Lambda or any Lambda Subsidiary’s Oil and Gas Properties, which in each case, would reasonably be expected to involve payments (including penalty or deficiency payments) in excess of $500,000 during the twelve (12)-month period following the date of this Agreement or aggregate penalty or deficiency payments in excess of $1,000,000 during the two (2)-year period following the date of this Agreement; (xiv) any Labor Agreement; (xv) any Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which Lambda or any of the Lambda Subsidiaries will have any material outstanding obligation to a Governmental Entity after the Peabody Business.date of this Agreement; (bxvi) Peabody any Contract (other than Oil and its Affiliates have duly performed Gas Leases) pursuant to which Lambda or any of the Lambda Subsidiaries has paid amounts associated with any Production Burden in excess of $1,000,000 during the immediately preceding fiscal year or with respect to which Lambda reasonably expects that it and complied the Lambda Subsidiaries will make payments associated with any Production Burden in all material respects with their respective obligations under any of the next three (3) succeeding fiscal years that could, based on current projections, exceed $1,000,000 annually or $2,000,000 in the aggregate; or (xvii) each Peabody Material Contract. None Contract or Lambda Organizational Document that would, on or after the Closing Date, prohibit or restrict the ability of Peabody the Surviving Corporation or any of its Affiliates has received Subsidiaries to declare and pay dividends or distributions with respect to their capital stock, pay any notice Indebtedness for borrowed money, obligations or liabilities from time to time owed to the Surviving Corporation or any of termination its Subsidiaries, make loans or default from advances or transfer any other party of its properties or assets. (c) The Contracts described in the foregoing clauses (a) and (b), together with all exhibits and schedules to such Peabody Contracts, as amended through the date hereof or as hereafter amended in accordance with Section 4.1 hereof, are referred to herein as “Lambda Material Contract. To Contracts.” (d) Each Lambda Material Contract is valid and binding on Lambda or the Lambda Subsidiary party thereto, as the case may be, and, to the Knowledge of PeabodyLambda, each other party thereto, and is in full force and effect in accordance with its terms, except for (i) terminations or expirations at the end of the stated term or (ii) such failures to be valid and binding or to be in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect, in each case subject to Enforceability Exceptions. (e) Neither Lambda nor any of the Lambda Subsidiaries is in breach of, or default under the terms of, and, to the Knowledge of Lambda, no other party to such Peabody any Lambda Material Contract is in breach of, or default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of under the Peabody Disclosure Letterterms of, Peabody has made available to Arch true and complete copies of each Peabody any Lambda Material Contract, nor is any event of default (or similar term) continuing under any Lambda Material Contract, and, to the Knowledge of Lambda, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice or both) under any Lambda Material Contract, in each case where such breach, default or event of default (or similar term) would reasonably be expected to have, individually or in the aggregate, a Lambda Material Adverse Effect.

Material Contracts. (a) Section 4.13(a4.5(a) of the Peabody Sellers Disclosure Letter Schedule sets forth a correct and complete list forth, as of the date hereof hereof, a true, accurate and complete list of all every Seller Contract and every other Contract of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates Company is a party or to by which any property of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries any Company is bound but excluding (x) all licenses of Intellectual Property, all of which are subjectaddressed by Section 4.6, and (y) all Real Estate Leases, all of which are addressed by Section 4.11, in each case other than purchase orders and invoices and any Excluded Assets (eachthird-party or intercompany agreements related to Overhead and Shared Services, a “Peabody Material Contract”):that: (i) in the most recent fiscal year of the Main Sellers resulted in, or is reasonably expected by its terms in the future to result in, (a) the payment of more than $10,000,000 per annum in the aggregate or (b) the receipt by the Business of more than $10,000,000 per annum in the aggregate, except any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant contracts referred to which any material Indebtedness for borrowed money is outstanding or may be incurredin clauses (i) through (x) below; (ii) any Contract relates to an acquisition, divestiture, merger or similar transaction of the Companies that contains representations, covenants, indemnities or other obligations (including indemnification, “earn out” or other than any coal supply agreementcontingent obligations), that are still in effect and, individually or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from in the date hereof which is aggregate, could reasonably be expected to involve result in payment in excess of $10,000,000; (iii) is an Affiliate Transaction to which one of the payment Companies is a party; (iv) evidences, governs or relates to (a) Indebtedness of any Company or (b) any Indebtedness of a Seller that will be an Assumed Liability hereunder at the Closing, in each case having an aggregate outstanding principal amount in excess of $10,000,000; (v) contains any material obligation secured by a Lien on any material Asset or any material asset of a Company (other than by a Permitted Encumbrance or by any encumbrance that will be released prior to or at Closing); (vi) after the Closing would materially restrict the Purchaser or an Affiliate of the Purchaser from engaging in any business activity anywhere in the world; (vii) is a material joint venture Contract; (viii) is a research and development Contract involving consideration or expenditures in excess of $10,000,000 per annum; (ix) is a sale, reseller, distribution, systems integration or receipt other Contract for the sale or distribution of an amount Products or Services involving annual revenues in excess of $10,000,000 in the aggregate over the remaining term of such Contract;previous fiscal year; or (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (Ax) is expected a Contract to involve the payment of an amount which any Government Entity is a party and has a contract value in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coalper annum, (A) with a remaining term of more than three years from all the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(babove, collectively, the “Material Contracts”); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody the Sellers: each Material Contract is valid, binding and in full force and effect and (with respect only to the Material Contracts under Section 4.5(a)(iii), (iv), (vi), (viii) and (ix)), was entered into in the Ordinary Course, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the general principles of equity. Neither any Seller or any Company nor, to the Sellers’ Knowledge, any other party thereto, is in material violation, breach of or default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody under a Material Contract, and no event has occurred that with notice or lapse of time, or both, would constitute a material violation, breach of or default under a Material Contract by any Seller or any Company or, to the Sellers’ Knowledge, any other Party thereto, except for any breach of any Material Contract included in the Assets that will be cured prior to the Closing in accordance with Section 2.1.7 or of any Material Contract not included in the Assets.

Material Contracts. (a) Except as set forth on Section 4.13(a3.16(a) of the Peabody Company Disclosure Letter sets forth a correct and complete list Schedule, as of the date hereof of all hereof, none of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody Company or any of its Affiliates Subsidiaries is a party to or bound by any: (A) Contract relating to indebtedness for borrowed money or to mortgaging, pledging or otherwise placing a Lien on any material portion of their assets, (B) Contract relating to any factoring, supplier, trade or vendor financing or (C) Contract under which it has advanced or loaned any other Person (other than the Company or any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectits Subsidiaries), in each case other than any Excluded Assets of the foregoing clauses (eachA) and (B), a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of in an amount in excess of $10,000,000 or receipt 500,000, and in case of the foregoing clause (C), in an amount in excess of $10,000,000 250,000; (ii) guaranty of any financial obligation made on behalf of any Person other than the Company or any of its Subsidiaries or other guaranty, in the aggregate over the remaining term each case, in an amount in excess of such Contract$250,000; (iii) Contract with respect to any interest rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries); (iv) Contract involving any resolution or settlement of any actual or threatened Proceeding against the Company or any of its Subsidiaries involving (A) a payment in excess of $1,000,000 and entered into within the last three (3) years or (B) any material ongoing requirements or restrictions on the Company or any of its Subsidiaries; (v) Leased Real Property Leases and Landlord Leases; (vi) lease or agreement under which the Company or any of its Subsidiaries is lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any Third Party to hold or operate any material personal property owned or controlled by the Company or any of its Subsidiaries, in each case for which the annual rental exceeds $500,000; (vii) agreements (A) relating to any pending or completed material business combination, merger, acquisition or divestiture or similar transaction by the Company or any of its Subsidiaries within the last three (3) years, (B) pursuant to which any of the Company or any of its Subsidiaries has remaining material obligations or liabilities relating to any completed material business combination, merger, acquisition or divestiture or similar transaction, or (C) giving any person the right to acquire any material equity interests, stock, assets or businesses of the Company or any of its Subsidiaries after the date hereof; (viii) Contract concerning (A) the formation, creation, operation, management or control of any joint venture, partnership or similar organizational Contract involving agreement or other similar arrangement with a sharing Third Party or (B) the ownership of profits any equity interest in any entity or losses related to all or any portion business other than the Subsidiaries of the Peabody BusinessCompany, in each case that is material to the business of the Company and its Subsidiaries, taken as a whole; (ivix) Contract pursuant to which (A) the Company or any of its Subsidiaries are licensed or otherwise permitted by a Third Party to use any Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole (other than non-exclusive licenses of “shrink-wrap”, “click-wrap” and “off-the-shelf” software, and non-exclusive licenses of other software that is generally commercially available with one-time or aggregate annual license, maintenance, support and other fees of $500,000 or less per vendor) or (B) any Third Party is licensed or otherwise permitted to use any material Company Intellectual Property; (x) Contract granting which (A) expressly limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the world, (B) purports to restrict the ability of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any Person an optionline of business or (C) contains any right of first refusal, right of first offer negotiation or offer, “most favored nation,” exclusivity or similar covenants that would materially restrict future business activity of the Company or any of its Subsidiaries following the Effective Time, excluding customary back-solicitation provisions; (xi) with respect to material Company Intellectual Property, any (A) Contract that limits the freedom or right of first refusal the Company or any of its Subsidiaries to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third partyuse such Company Intellectual Property, (B) grants “most favored nation” status to any third party settlement Contract, consent-to-use or co-existence agreement or (C) requires Peabody Contract providing for the assignment, ownership, creation or development of such Company Intellectual Property (excluding employee and independent contractor agreements on the standard form of the Company or any of its Affiliates to provide any minimum level of service, in each case Subsidiaries which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than are entered into in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) Contract between any Contract pursuant to which a Governmental Authority is providing tax abatements Entity and the Company or other similar economic incentives in connection with the Peabody Business; andany of its Subsidiaries; (xiii) collective bargaining agreement, neutrality agreement, card check agreement or any other Contract that is material with any union, works council or other labor organization affecting any employee of the Company or any of its Subsidiaries; (xiv) Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or its Subsidiaries or any person beneficially owning 5% or more of the outstanding Shares, on the other hand (except for any Company Benefit Plan); (xv) Contract with (A) each of the twenty (20) largest customers (measured by approximate dollar volume of sales by the Company and its Subsidiaries to such customers) of the Peabody Business.Company and its Subsidiaries, in each case, for the 12‑month period ending March 31, 2022 and (B) suppliers of the Company and its Subsidiaries paid more than $1,800,000 for the 12-month period ending March 31, 2022; (xvi) Contract which restricts the payment of dividends or distributions in respect of any Equity Interests of the Company and its Subsidiaries; or (xvii) other than customer Contracts entered into in the ordinary course, any other Contract not covered by any other subsection hereof, which involves annual consideration in excess of $2,500,000; (b) Peabody The Company has delivered or made available to Parent or its Representatives, including by filing as exhibits to Company SEC Documents, as applicable, true and its Affiliates have duly performed and complied correct copies in all material respects of all written Contracts that are required to be set forth on Section 3.16(a) of the Company Disclosure Schedule (collectively, the “Company Material Contracts”), together with their respective obligations under all material amendments, waivers or other changes thereto (but subject, in each Peabody Material Contract. None case, to redactions of Peabody or any of its Affiliates has received any notice of termination or default from any pricing and other party competitively sensitive information to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderextent required by Antitrust Law). (c) Except for those that have terminated or expired in accordance with their terms, and except as set forth on Section 4.13(cwould not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Peabody Disclosure LetterCompany and its Subsidiaries have performed the obligations required to be performed by it and is not in default under, Peabody has made available to Arch true and complete copies in breach of, nor in receipt of each Peabody any written claim of default or breach under, any Company Material Contract, (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a default or breach by the Company or any of its Subsidiaries under any Company Material Contract and (iii) as of the date hereof, to the Knowledge of the Company, there is no breach or threatened breach by the other parties to any Company Material Contract. Except for those that have terminated or expired in accordance with their terms, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all of the Company Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or its Subsidiaries party thereto, and are enforceable against the Company or its Subsidiaries party thereto in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity), and, to the Knowledge of the Company, constitute legal, valid and binding obligations of the other party or parties thereto, enforceable against such party or parties in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity).

Material Contracts. (a) Section 4.13(a3.12(a) of the Peabody Seller Disclosure Letter sets forth a correct and complete list as of the date hereof of all the following Contracts (excluding, for the avoidance of doubt, any Seller Benefit Plans and Acquired Company Benefit Plans) to which an Acquired Company (or another Seller Business Group Member) is bound (the Contracts required to be set forth on Section 3.12(a) of the following types of Contracts used or held for use primarily in or related primarily to Seller Disclosure Letter, collectively, the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material ContractContracts”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement Contract pursuant to which any material Indebtedness for borrowed money is outstanding or the Acquired Companies may be incurredentitled to receive or obligated to pay more than $100,000,000 in any fiscal year; (ii) any Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coalexcluding Indebtedness of the Egypt JV) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 50,000,000 or receipt which places an Encumbrance (other than a Permitted Encumbrance) on any material assets of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractAcquired Companies; (iii) any joint venture, partnership Contract that provides for any “earn-out” or similar organizational Contract involving a sharing payment by any Acquired Company that could result in payments in excess of profits or losses related to all or any portion of the Peabody Business$10,000,000; (iv) any Contract granting that provides for the establishment or operation of any legal partnership, joint venture, or similar arrangement, including Contracts with respect to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)the Principal Minority Interests and with the Principal JV Entities; (v) any Contract that with (A) provides for exclusive rights for a Material Customer pursuant to which such Material Customer pays amounts in excess of $25,000,000 on an annual basis to the benefit of any third party, Business or (B) grants “most favored nation” status a Material Supplier pursuant to which the Business pays amounts in excess of $25,000,000 on an annual basis to such Material Supplier; (vi) any third party Contract since August 31, 2018 that resolves or settles any pending or threatened Legal Proceeding (A) with a value in excess of $5,000,000 or (CB) requires Peabody that provides for any ongoing injunctive or other non-monetary relief that is material to the Business, other than customary confidentiality, release and non-disparagement obligations; (vii) an Acquired Company Labor Agreement; (viii) any factoring arrangement involving the transfer of its Affiliates receivables; (ix) any Leases; (x) any Shared Contract (or group of Shared Contracts) (A) pursuant to provide which a Seller Business Group Member may be entitled to receive, or obligated to pay, in excess of $10,000,000 in any minimum level of servicefiscal year or (B) that is otherwise material to the Acquired Companies or the Business; (xi) any Affiliate Agreement, and any Contract between or among an Acquired Company, on the one hand, and any JV Entity, on the other hand, in each case that will survive the Closing and (A) pursuant to which a Seller Business Group Member may be entitled to receive or obligated to pay in excess of $10,000,000 in any fiscal year or (1B) are, or in a manner which is, that is otherwise material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody Acquired Companies or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltythe Business; (vixii) any Contract that restricts in any material respect the ability of Peabody an any Seller Business Group Member or its Affiliates (or could restrict in any material respect the ability of the JV Entities) Business to compete in any business or with any Person in any geographical area and or which may not be terminated (including such restrictive provisions) by Peabody includes “most favored nation”, exclusive relations or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates non-solicitation clauses for the benefit of any material penalty; (vii) any Contract with a remaining term of more Person other than one year from the date hereof that could require the JV Entities to purchase all (Seller or a specified portion of) their total requirements Seller Business Group Member (excluding customary provisions for the non-solicitation of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount employees entered into in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than commercial contracts in the ordinary course of business); (xiii) any Contract that relates to the disposition or acquisition of any assets in a single transaction or series of related transactions, for aggregate consideration in excess of $10,000,000, by any Acquired Company, with obligations remaining to be performed or Liabilities liabilities continuing after the date hereof; hereof (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee ofother than customary access and confidentiality obligations), or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, excluding (A) with a remaining term Contracts related to dispositions and acquisitions of more than three years from the date hereof or inventory and (B) with remaining deliverable tonnage dispositions and acquisitions of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity equipment in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Businessbusiness; and (xiiixiv) any other Contract that is material to requires any unsatisfied capital commitment or capital expenditure (or series of capital expenditures) by any Acquired Company in an amount in excess of $25,000,000 during the Peabody Businessterm of such Contract, understanding or undertaking. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody Seller has made available to Arch true Buyer accurate and complete copies of each Peabody Material Contract. Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, (i) each Material Contract is in full force and effect and is valid, binding and enforceable against an Acquired Company (or other Seller Business Group Member, as applicable) that is a party to such Material Contract, and, to Seller’s Knowledge, each other party thereto in accordance with its terms, subject to the Enforceability Limitations and (ii) none of the Acquired Companies (or other Seller Business Group Member, as applicable), nor to Seller’s Knowledge, any other party thereto, is in default, violation, or breach under any Material Contract to which it is a party. No event has occurred that has or, with notice or the passage of time or both, would (A) constitute a default, violation or breach by any Acquired Company (or other Seller Business Group Member, as applicable) or, to Seller’s Knowledge, any other party thereto, or (B) result in a right of termination by any counterparty, in each case under any Material Contract except in each case, as would not reasonably be expected to have a Business Material Adverse Effect. As of the date of this Agreement, no Seller Business Group Member has received written notice of termination or cancellation of any Material Contract, and no party to any Material Contract has provided written or, to Seller’s Knowledge, oral notice threatening exercise of any termination rights with respect thereto or of any material dispute with respect to any Material Contract. For the purposes of this Section 3.12(b), the term “Material Contract” shall be deemed to include any Contract that would qualify as a Material Contract if it had been entered into prior to the date of this Agreement.

Material Contracts. (a) Section 4.13(aOther than this Agreement and the Company Agreement, Schedule 4.11(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used to which any Contributed Entity is, or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is will be, a party or to by which any of the Peabody Contributed Midstream Assets are, or as of the Peabody Transferred Subsidiaries are subjectClosing will be, in each case other than any Excluded Assets bound (eachcollectively, a the “Peabody Material ContractContracts”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredthe Commercial Agreements; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractReal Property Lease; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Businesspipeline interconnection agreements; (iv) any Contract granting lease of personal property that requires or is reasonably expected to require, in accordance with its terms, payments from any Person an option, right Contributed Entity in excess of first offer or right of first refusal to purchase or acquire $50,000 in any Peabody Contributed Asset (other than purchase options for additional coal volumes)twelve-month period; (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status requires or is reasonably expected to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of servicerequire, in each case which (1) areaccordance with its terms, payments to or from any Contributed Entity in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates excess of $50,000 in any twelve-month period other than any Contract that is otherwise disclosed on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltySchedule 4.11(a); (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or Contracts with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyContributed Entity (including Longwood) or any current or former officer or director of Longwood, such Contributed Entity or their Affiliates, on the one hand, and such Contributed Entity, on the other hand; (vii) any Contract with a remaining term of more than one year from Contracts that restrict the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements ability of any product Contributed Entity to compete with any other Person or service from a third party engage in any line of business or that contains “take which materially limit or pay” provisions and which (A) is expected restrict the right or ability to involve operate the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyMidstream Assets; (viii) any Contract relating to Contracts for (A) the disposition purchase or acquisition by Peabody or any of its Affiliates sale of any material business assets, including purchase orders for material equipment, or (B) the sale of equity interests in any material amounts of assets Contributed Entity (other than in this Agreement) or the ordinary course merger, consolidation or reorganization of business) with obligations remaining to be performed or Liabilities continuing after the date hereofany Contributed Entity; (ix) Contracts relating to any lease acquisition (after the date hereof) by any Contributed Entity of any operating business or agreement (the capital stock of any other Person, including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000associated confidentiality agreements; (x) Contracts relating to the incurrence, assumption or guarantee of Indebtedness, the making of any coal supply agreement, advances or purchase order loans or commitment to sell or offer to sell coal, (A) with imposing a remaining term Lien on any of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)Midstream Assets; (xi) Contracts relating to any Contract involving swapspartnership, futuresstrategic alliance or joint venture or any sharing of revenues, derivatives profits, losses, costs or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines;liabilities; and (xii) Contracts that include any Contract pursuant obligation of the Company or any Contributed Entity to which a Governmental Authority is providing tax abatements make payments, contingent or other similar economic incentives in connection with otherwise, arising out of the Peabody Business; and (xiii) prior acquisition or disposition of any other Contract that is material to the Peabody Businessasset or business. (b) Peabody Longwood has made available to Five Point correct and its Affiliates have duly performed complete copies (or, in the case of the Commercial Agreements, execution versions) of (A) all written Material Contracts and complied (B) all Organizational Documents of each Contributed Entity, including, in each case, all material respects with their respective obligations under each Peabody Material Contractamendments thereto. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) Schedule 4.11(b)(i), there are no oral Contracts binding on any Contributed Entity. Each of the Peabody Disclosure LetterMaterial Contracts is, Peabody or as of the Closing will be, in full force and effect and is, or as of the Closing will be, the legal, valid and binding obligation of the applicable Contributed Entity or the applicable Affiliate of Longwood, as applicable, and, to the Knowledge of Longwood, each other party thereto, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). No Contributed Entity is in breach of any Material Contract in any material respect, nor, to the Knowledge of Longwood, is any other party to any such Material Contract in breach thereof. Except as set forth on Schedule 4.11(b)(ii), no event has made available occurred, which after notice or lapse of time, or both, would constitute a material breach or other default by any Contributed Entity under any Material Contract, or to Arch true and complete copies the Knowledge of each Peabody Longwood, any other party to any such Material Contract.

Material Contracts. (a) Section 4.13(a4.18 of the Company Disclosure Schedule sets forth a complete and accurate list of all Company Contracts (other than contracts, undertakings, commitments or agreements for employee benefit matters set forth in Section 4.13 of the Company Disclosure Schedule and real property leases set forth in Section 4.20(i) of the Peabody Company Disclosure Letter sets forth a correct and complete list as of the date hereof of all Schedule) of the following types of Contracts used categories (collectively, and together with the contracts, undertakings, commitments or held agreements for use primarily employee benefit matters set forth in or related primarily to the operation or conduct Section 4.13 of the Peabody Business that are to be transferred to Company Disclosure Schedule and assumed by the JV Entities as real property leases set forth in Section 4.20(ii) of the Closing Date Company Disclosure Schedule, the “Material Contracts” and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) Company Contracts requiring annual expenditures by or liabilities of any loan and credit agreementparty thereto in excess of $2,500,000 which have a remaining term in excess of ninety (90) days or are not cancelable (without material penalty, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge cost or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredliability) within ninety (90) days; (ii) Company Contracts containing covenants limiting the freedom of the Company or any Contract Company Subsidiary or other Affiliate of the Company (other than including Parent and its Affiliates after the Effective Time) to engage in any coal supply agreementline of business or compete with any Person, in any product line or line of business, or purchase order operate at any location; (iii) promissory notes, loans, agreements, indentures, evidences of indebtedness or commitment to sell other instruments and contracts providing for the borrowing or offer to sell coal) with a remaining term lending of more than one year from the date hereof which is expected to involve the payment of money, in an amount in excess of $10,000,000 1,000,000, whether as borrower, lender or receipt guarantor; (iv) joint venture, alliance or partnership agreements or joint development or similar agreements with any Third Party; (v) all material licenses, sublicenses, consent, royalty or other agreements concerning Intellectual Property; (vi) (A) employment contracts and other contracts with current or former officers, directors, consultants, independent contractors or agents and (B) all severance, change in control or similar arrangements with any current or former directors, officers, employees, consultants, independent contractors or agents that, in the case of either (A) or (B), will result in any obligation (absolute or contingent) of the Company or any Company Subsidiary to make any payment to any current or former directors, officers, employees, consultants, independent contractors or agents as a result of either the consummation of the transactions contemplated hereby, termination of employment (or the relevant relationship), or both; (vii) Company Contracts with Affiliates of the Company; (viii) Company Contracts with any Governmental Entity which have a remaining term in excess of one year or are not cancelable (without material cost, penalty or other liability) within one hundred eighty (180) days; or (ix) Company Contracts pending for the acquisition or sale, directly or indirectly (by merger or otherwise), of assets (whether tangible or intangible) in excess of $1,500,000 in market or book value with respect to any contract or the capital stock of another Person, in each case in an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business1,500,000. (b) Peabody True and complete copies of the written Material Contracts and descriptions of verbal Material Contracts, if any, have been delivered or made available to the Acquiror. Each of the Material Contracts is a valid and binding obligation of the Company and, to the Company’s Knowledge, the other parties thereto, enforceable against the other parties thereto in accordance with its Affiliates have duly performed terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar laws affecting creditors’ rights generally and complied in all material respects with their respective obligations under each Peabody Material Contractby general principles of equity. None Except for the consummation of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabodytransactions contemplated hereby, no other party event has occurred which would, on notice or lapse of time or both, entitle the holder of any indebtedness issued pursuant to such Peabody a Material Contract is identified on Schedule 4.18 of the Company Disclosure Schedule in default response to paragraph (a)(iii) above to accelerate, or which does accelerate, the maturity of its obligations thereunderany such indebtedness. (c) Except as set forth on Section 4.13(cNeither the Company nor any Company Subsidiary is, or has received any notice that any other party is, in breach, default or violation (each a “Default”) (and no event has occurred or not occurred through the Company’s or the Company Subsidiary’s inaction or, to the Knowledge of the Company, through the action or inaction of any Third Parties, which with notice or the lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract to which the Peabody Disclosure LetterCompany or any Company Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, Peabody has made available except for Defaults which have not had, and would not reasonably be expected to Arch true and complete copies have, individually or in the aggregate, a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary is in conflict with, or in Default of each Peabody any Company Contract, except to the extent that any such conflict or Default does not constitute a Company Material ContractAdverse Effect.

Material Contracts. (a) Section 4.13(a3.11(a) of the Peabody Seller Disclosure Letter Schedule sets forth a correct complete and complete accurate list of Contracts to which the Company or any of its Subsidiaries is a party that fall within the following categories and existing as of the date hereof of all (the Contracts required to be listed on Section 3.11(a) of the following types of Contracts used or held for use primarily in or related primarily to Seller Disclosure Schedule, collectively, the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material ContractContracts”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredall Real Property Leases; (ii) other than purchase orders issued in the Ordinary Course of Business, any Contract for the purchase of services, equipment or other assets providing for either (other than any coal supply agreement, A) annual payments by the Business of $300,000 or purchase order more; or commitment (B) give rise to sell or offer to sell coal) with a remaining term anticipated receipts of more than one year from $300,000 in any calendar year, in each case that cannot be terminated on not more than 90 days' notice without payment by the date hereof which is expected to involve the payment Business of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contractany material penalty; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all for capital expenditures by the Company or any portion of its Subsidiaries in excess of $300,000 in the aggregate remaining due as of the Peabody Businessdate hereof; (iv) any Contract granting that is a lease under which the Company is lessor of, or permits any third party to hold or operate, any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset tangible property (other than purchase options real property), owned or controlled by the Company and used in the Business, except for additional coal volumes)any Contract under which the aggregate annual rental payments do not exceed $300,000; (v) any partnership, joint venture, minority investment or joint development agreement or other similar Contract; (vi) any Contract that relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), in each case, (A) provides for exclusive rights for the benefit of any third partysince January 1, (B) grants “most favored nation” status to any third party 2021 or (Cb) requires Peabody pursuant to which a Company has an earnout or deferred or contingent purchase price obligation or indemnification obligation; (vii) any Contract (x) pursuant to which the Company or any of its Affiliates to provide Subsidiaries is liable for indebtedness for borrowed money or any minimum level of service, in each case which (1) areguarantee thereof, or (y) pursuant to which the Company or any of its Subsidiaries has granted any Lien (other than a Permitted Lien) on the assets or properties of the Business or any material assets or properties of the Business; (viii) any Contract the primary purpose of which is to bind the Business to indemnify any other Person, with such obligation continuing after the date hereof, excluding for the sake of clarity, any sales, supply, distribution, service or other similar agreement entered into in the Ordinary Course of Business that includes an indemnity with any customer, supplier, distributor or service provider of the Business; (ix) any Contract granting to any Person (A) a right of first refusal or right of first offer on the sale of any material part of any of the assets or properties of the Business or (B) an option to purchase, acquire, sell or dispose of any material assets of the Company or any of its Subsidiaries (other than inventory in the ordinary course of business); (x) any Contract containing covenants expressly limiting in any material respect the freedom or ability of the Business to conduct any line of business or compete with any Person in a manner which isproduct line or line of business or operate in any jurisdiction or solicit or hire employees, material excluding reasonable limitations on use in connection with confidentiality, research or consulting agreements; (xi) other than purchase orders issued in the Ordinary Course of Business, any sales, distribution or other similar Contract (whether with a dealer or otherwise) providing for the sale by the Business of materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Peabody Business taken as a whole and (2) may of $100,000 or more that cannot be terminated (including such restrictive provisions) by Peabody or its Affiliates on less not more than 90 days’ notice without payment by Peabody or any of its Affiliates the Business of any material penalty; (vixii) any Contract relating to any swap, forward, futures, warrant, option or other derivative transaction; (xiii) any Contract that restricts in any contains material respect exclusivity requirements or similar provision binding on the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyBusiness; (viixiv) any Contract containing “most favored nation” provisions or other preferential pricing terms; (xv) any Contract with a remaining term Governmental Authority; (xvi) any Contract pursuant to which the Company or any Subsidiary has agreed to settle or compromise any pending or threatened Proceeding and under which any of more the foregoing has continuing obligations (other than one year from confidentiality obligations with respect thereto); (xvii) any Contract providing for the date hereof that could require employment or engagement by the JV Entities to purchase all (Company or a specified portion of) their total requirements any of its Subsidiaries of any product Person on a full-time, part-time, independent contractor, temporary or service from a third party or that contains “take or pay” provisions and which other basis, other than Contracts (A) is expected to involve terminable by the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 Company or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or of its Affiliates on Subsidiaries for any reason upon less than 90 (30) days’ notice without payment by Peabody incurring any liability or (B) providing for annual base compensation for such individual that is less than $100,000; (xviii) any collective bargaining agreement or other Contract with any labor union or similar labor organization; (xix) any Contract pursuant to which the Company or any of its Affiliates Subsidiaries has agreed to loan any Person any amount or otherwise make any investment in any other Person, other than employee loans or advances in the Ordinary Course of any material penaltyBusiness; (viiixx) any Contract pursuant to which the Company or any of its Subsidiaries grants or is granted a license or right to use, or covenant not to be sued under, any Intellectual Property Rights, other than (A) ”shrink wrap,” “off-the shelf” or other non-exclusive licenses for generally commercially available Software, including “software as a service” or similar services that are licensed to or procured by the Company or any of Subsidiaries for an annual fee of less than $300,000 (B) non-exclusive licenses granted to customers of the Business in the Ordinary Course of Business and (C) non-exclusive licenses granted by or to employees or contractors in the Ordinary Course of Business; (xxi) any Contract relating to the acquisition, development, sale or disposition or acquisition by Peabody of any material Company Intellectual Property Rights, other than assignments of Intellectual Property Rights to the Company or any of its Affiliates of any material business Subsidiaries from such entities’ employees or any material amounts of assets (other than contractors in the ordinary course Ordinary Course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofBusiness; (ixxxii) any lease or agreement Contracts with a Related Party (including capital lease arrangementsa “Related Party Transaction”), other than (i) under which Peabody the Award Agreements, (ii) employment arrangements with employees, officers and directors of the Company or any of its Affiliates is lessee ofSubsidiaries, which arrangements are disclosed pursuant to Section 3.11(b)(xvii), (iii) the LLC Agreement and (iv) Contracts with Representatives who are not directors, managers, officers or holds employees of the Company or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000;its Subsidiaries; or (xxxiii) (i) any coal supply agreement, or Contract (other than purchase order or commitment to sell or offer to sell coal, (Aorders entered into in the Ordinary Course of Business) with a remaining term Material Customer that provides for annual payments to the Business of $500,000 or more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xiii) any Contract involving swaps, futures, derivatives with a Material Supplier (other than purchase orders) that provides for annual payments by the Business of $500,000 or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Businessmore. (b) Peabody Each Material Contract is a valid and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None binding agreement of Peabody the Company or any of its Affiliates Subsidiaries and is in full force and effect, and none of the Company or any of its Subsidiaries or, to the Company’s knowledge, any other party is in default or breach under the terms of any such Material Contract, except for any such defaults or breaches that would not, and would not reasonably be expected to, individually or in the aggregate, be material to the Business, taken as a whole. Since the Balance Sheet Date, neither the Company nor any of its Subsidiaries has received any written notice on or prior to the date hereof of termination any intention to terminate, repudiate or default disclaim, or materially reduce the amount of purchases or sales under any Material Contract from any other party thereto, and to such Peabody Material Contract. To the Knowledge of PeabodyCompany’s knowledge, no other party such action has been threatened and neither the Company nor any material Subsidiary has delivered or threatened any such action. Seller has provided to such Peabody Buyer a true, complete and correct copy of each Material Contract is in default of its obligations thereunder(including any amendments, modifications or supplements thereto). (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a4.22(a) of the Peabody Basic Disclosure Letter sets forth contains a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily agreements (other than those set forth on an exhibit index in or related primarily the Basic Reports filed prior to the operation or conduct date of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and this Agreement) to which Peabody Basic or any of its Affiliates Basic Subsidiary is a party or by which any of them is bound as of the date of this Agreement (other than this Agreement or any Related Document): (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses are conducted or would purport to bind Basic, Grey Wolf or any of their Affiliates; (ii) any hedging agreements by which any of the Peabody Contributed Assets assets of Basic or the Peabody Transferred Subsidiaries any Basic Subsidiary are subjectbound, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an aggregate amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; 1 million; (iii) any joint venture, partnership Contract granting any Person registration or similar organizational Contract involving a sharing of profits other purchase or losses related sale rights with respect to all any Equity Interest in Basic or any portion of the Peabody Business; Basic Subsidiary; (iv) any Contract granting voting agreement relating to any Person an option, right Equity Interest of first offer Basic or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); Basic Subsidiary; (v) any Contract outside the ordinary course to which Basic or any Basic Subsidiary is a party that (A) provides for exclusive rights for entitles the benefit of any third party, (B) grants “most favored nation” status to any third other party or (C) requires Peabody or any of its Affiliates parties thereto to provide any minimum level of service, in each case which (1) are, or in a manner which is, material receive the benefits thereof without incurring the obligation to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; pay for same within sixty days after services are provided; (vi) any Contract that restricts in any material respect outside the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody ordinary course between Basic or any Basic Subsidiary and any current or former Affiliate of its Affiliates of any material penalty; Basic; (vii) any drilling rig construction or conversion Contract with a remaining term of more than one year from respect to which the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions drilling rig has not been delivered and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; paid for; (viii) any Contract relating to the disposition drilling Contracts of one year or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than greater in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; duration; (ix) any lease Contract or agreement (including capital lease arrangements) under which Peabody for the borrowing of money with a borrowing capacity or any outstanding Indebtedness of its Affiliates is lessee of, $2 million or holds more; or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all Contracts or purchase order or commitment to sell or offer to sell coal, agreements of the types described in clauses (Ai) with a remaining term of more than three years from the date hereof or through (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(bx); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of valuewhether listed in Section 4.22(a) of the Basic Disclosure Letter and regardless of whether in effect as of the date of this Agreement, except such Contracts entered into being referred to herein as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business“Basic Material Contracts”). (b) Peabody As of the date of this Agreement, each of the Basic Material Contracts is, to the knowledge of Basic, in full force and its Affiliates effect. Except for such matters that, individually or in the aggregate, have duly performed not had or caused and complied would not reasonably be expected to have or cause a Basic Material Adverse Effect, neither Basic nor any of the Basic Subsidiaries knows of, or has received written notice of, any breach or violation of, or default under (nor, to the knowledge of Basic and the Basic Subsidiaries, does there exist any condition which with the passage of time or the giving of notice or both would result in all material respects with their respective obligations under each Peabody such a violation or default under), any Basic Material Contract. None of Peabody , or any of its Affiliates has received any written notice of termination or default from any the desire of the other party or parties to any such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Basic Material Contract is in default of its obligations to exercise any rights such party has to cancel, terminate or repudiate such Contract or exercise remedies thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a2.14(a) of the Peabody Company Disclosure Letter Schedule sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used binding contracts, agreements, commitments, instruments or held for use primarily in obligations (whether written or related primarily to the operation oral, contingent or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and otherwise) (x) to which Peabody or any of its Affiliates the Company is a party or to its properties or assets is bound, and under which any of the Peabody Contributed party has continuing obligations, (y) which constitute Purchased Assets or (z) by which any Purchased Assets will be bound or subject following the Peabody Transferred Subsidiaries are subjectClosing, in each case other than (of clauses (x) – (z)) which falls into any Excluded Assets of the following categories (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredthe Franchise Agreements; (ii) all contracts that contain any Contract covenant (other than A) limiting the right of the Company or any coal supply agreementAsset Seller to engage in any line of business or to compete with any Person in any line of business or in any geographic location, or purchase order (B) prohibiting the Company or commitment to sell any Asset Seller from engaging in business with any Person or offer to sell coal) with levying a remaining term of more than one year from the date hereof which is expected to involve the fine, charge or other payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contractfor doing so; (iii) all contracts resulting in payment by the Company to a third party in excess of $100,000 annually, in any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Businessindividual case; (iv) all contracts for the performance of services by the Company or any Contract granting to Asset Seller in excess of $100,000 annually, in any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)individual case; (v) any Contract all contracts that (A) provides for exclusive rights for require the benefit of any third party, (B) grants “most favored nation” status Company to any third party or (C) requires Peabody or any purchase more than 50% of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains contain “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viiivi) any Contract relating all contracts that relate to the disposition or acquisition by Peabody or any of its Affiliates the Company of any material ownership interest in any other Person or business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofenterprise; (ixvii) all contracts for the incurrence of indebtedness for borrowed money or the extension of credit (whether incurred, assumed, guaranteed or secured by any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee ofasset), or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more other than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity accounts receivables and payables in the ordinary course of business consistent with Peabodypast practice; (viii) all contracts that grant to any third party a Lien (other than a Permitted Lien) on all or any of the Company’s past practice properties and internal policy guidelinesassets or any Purchased Assets; (ix) all contracts regarding any Business Intellectual Property, including related maintenance and support agreements; (x) all contracts that provide for the assumption of any Tax, environmental or other Liability of any Person, other than pursuant to customary indemnification provisions; (xi) all agency, promotion, market research, marketing consulting and advertising contracts, other than Franchise Agreements; (xii) all contracts containing any Contract pursuant to which a Governmental Authority is providing tax abatements continuing “earn-out” or other similar economic incentives in connection with contingent payment obligations of the Peabody BusinessCompany or any Asset Seller; andor (xiii) all contracts that involve any other Contract that is material to joint venture, partnership or similar revenue sharing arrangement of the Peabody BusinessCompany or any Asset Seller. (b) Peabody The Stockholder has made available to Purchaser correct and its Affiliates have duly performed complete copies of all of the Material Contracts (other than any intercompany agreements that will be terminated as of Closing). All of the Material Contracts are valid, binding and complied in all material respects full force and effect in accordance with their respective obligations terms, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any Asset Seller is in material violation of or material default under each Peabody any Material Contract. None of Peabody , and to the Company’s Knowledge, there is no existing or any of its Affiliates has received any notice of termination claimed material violation or material default from by any other party to such Peabody any Material Contract. To No event or circumstance has occurred that, with notice or lapse of time or both, is likely to constitute a material default by the Knowledge Company or any Asset Seller under any Material Contract. Except as set forth on Section 2.14(b) of Peabodythe Company Disclosure Schedule, there are no other party to such Peabody material disputes under any Material Contract is in default pending and the Company has not received notice pursuant to any Material Contract of its obligations thereunderany threatened material disputes. (c) Except as set forth on Section 4.13(c2.14(c) of the Peabody Company Disclosure LetterSchedule, Peabody in the twelve (12) months prior to the date of this Agreement, neither the Company nor any Asset Seller has made available received notice pursuant to Arch true and complete copies of each Peabody any Material Contract that the counterparty intends to terminate or request a material modification to such Material Contract. Except as set forth on Section 2.14(c) of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, (i) in the six (6) months prior to the date of this Agreement, neither the Company nor any Asset Seller has received, to the Company’s Knowledge (which for this purpose shall be actual knowledge), oral notice from any counterparty to a Franchise Agreement that such party intends to terminate or request a material modification to, or materially breach, such Franchise Agreement, and (ii) in the six (6) months prior to the date of this Agreement, to the Company’s Knowledge (which for this purpose shall be actual knowledge), none of the following circumstances has occurred: (1) the Company has provided a notice of non-renewal to the other party to a Franchise Agreement; (2) possession or control of the property that is the subject of the Franchise Agreement has been assumed by a receiver, management company, bankruptcy trustee, secured lender, or similar party that has not agreed to assume the Franchise Agreement (whether on a temporary or permanent basis); (3) at least 50% of the guest rooms at the property that is the subject of a Franchise Agreement have become un-rentable or otherwise out of service, whether as a result of fire, flood, or other natural disaster, the exercise of partial eminent domain, a life/safety issue or otherwise; or (4) a change of control of the property that is the subject of the Franchise Agreement, where the transferee has failed to assume the Franchise Agreement or enter into a new Franchise Agreement after 30 days. Except as set forth on Section 2.14(c) of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, in the ninety (90) days prior to the date of this Agreement, to the Company’s Knowledge (which for this purpose shall be actual knowledge), the Company has not provided the franchisee with written notice that the franchisee is in default of the Franchise Agreement as a result of quality assurance issues, where the franchisee has not agreed in writing to a corrective action plan. (d) Section 2.14(d) of the Company Disclosure Schedule identifies by jurisdiction and effective date all currently effective registrations under the Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 C.F.R. Section 436 et seq. and any other Law regulating the offer and/or sale of franchises, business opportunities, seller-assisted marketing plans or similar relationships (the “Franchise Laws”) that are applicable to the Business. The Company and each Asset Seller has complied in all material respects with the Franchise Laws. None of the Company or any Asset Seller is subject to any Order that would prohibit or restrict the offer or sale of any Knights Inn Franchise in any jurisdiction within the United States. (e) To the Company’s Knowledge, all funds administered by or paid to the Business by or on behalf of one or more Knights Inn Franchises at any time since January 1, 2015, including funds that the Knights Inn Franchises contributed for advertising and promotion, and any rebates and other payments made by suppliers and other third parties on account of the Knights Inn Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the applicable Franchise Agreements.

Material Contracts. (a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of Pi filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, and no such Contract has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts set forth in clause (a) above which were filed in an unredacted form, Section 4.13(a3.10(b) of the Peabody Pi Disclosure Letter sets forth a correct and complete list list, and Pi has made available to Lambda correct and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto), of each of the following Contracts to which Pi or any of the Pi Subsidiaries is a party or bound as of the date hereof hereof: (i) each Contract containing any area of all mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the following types ability of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody Pi or any of its Affiliates is a party the Pi Subsidiaries (including Lambda and the Lambda Subsidiaries following the Closing) to (A) compete in any line of business or to which geographic area or with any Person during any period of time after the Effective Time or (B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties; (ii) each Contract that creates, evidences, provides commitments in respect of, secures or guarantees (A) Indebtedness for borrowed money in any amount in excess of $2,000,000 or (B) other Indebtedness of Pi or any of the Peabody Contributed Assets Pi Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $2,000,000, other than agreements solely between or among Pi and the Pi Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases) involving annual payments in excess of $1,000,000 or aggregate payments in excess of $2,000,000 that are not terminable without penalty or other liability to Pi or any of the Pi Subsidiaries (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within sixty (60) days, other than Contracts related to drilling rigs; (iv) each Contract involving the pending acquisition, swap, exchange, sale or other disposition of (or option to purchase, acquire, swap, exchange, sell or dispose of) any Oil and Gas Properties of Pi and the Pi Subsidiaries for which the aggregate consideration (or the Peabody Transferred fair market value of such consideration, if non-cash) payable to or from Pi or any Pi Subsidiary exceeds $2,000,000, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (v) each material partnership, stockholder, joint venture, limited liability company agreement or other joint ownership agreement, other than with respect to arrangements exclusively among Pi and/or its Subsidiaries are and other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of Pi or any of the Pi Subsidiaries; (vi) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring Pi or any of the Pi Subsidiaries to make annual expenditures in excess of $2,000,000 or aggregate payments in excess of $10,000,000 (in each case, net to the interest of Pi and the Pi Subsidiaries) following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (vii) each agreement that contains any exclusivity, “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which Pi or any of the Pi Subsidiaries is subject, and, in each case, is material to the business of Pi and the Pi Subsidiaries, taken as a whole, in each case other than those contained in (A) any Excluded Assets agreement in which such provision is solely for the benefit of Pi or any of the Pi Subsidiaries, (each, a “Peabody Material Contract”):B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of Pi or any of the Pi Subsidiaries; (iviii) any loan acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than (A) asset retirement obligations or plugging and credit agreementabandonment obligations set forth in the Pi Reserve Report or (B) customary indemnity obligations with respect to the post-closing ownership and operation of acquired assets), Contractthat would reasonably be expected to result in (1) earn out payments, note, debenture, bond, indenture, mortgage, security agreement, pledge contingent payments or other similar agreement pursuant obligations to which a third party (but excluding indemnity payments) in any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 5,000,000 or receipt of an amount (2) earn out payments, contingent payments or other similar obligations to a third party, including indemnity payments, in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement Contract (other than any other Contract otherwise covered by this Section 3.10(b)) that creates future payment obligations (including settlement agreements or Contracts that require any capital lease arrangementscontributions to, or investments in, any Person) under which Peabody of Pi or any of its Affiliates is lessee ofthe Pi Subsidiaries outside the ordinary course of business, in each case, involving annual payments in excess of $1,000,000 or aggregate payments in excess of $2,000,000 (excluding, for the avoidance of doubt, customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of Pi or any of the Pi Subsidiaries), or holds creates or operates, would create an Encumbrance on any Tangible Personal Property for which material asset or property of Pi or any of the annual rental costs exceed $10,000,000Pi Subsidiaries (other than Permitted Encumbrances); (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, Contract that (A) with a remaining term provides for midstream services to, or the sale by, Pi or any of more than three years from the date hereof or (B) with remaining deliverable tonnage Pi Subsidiaries of Hydrocarbons (1) 10,000,000 tons from any mines located in Wyoming that are set forth excess of 10,000 gross barrels of oil equivalent of Hydrocarbons per day (calculated on Schedule 1.1(ba per day yearly average basis) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)for a term greater than or equal to ten (10) years and (B) has a remaining term of greater than ninety (90) days and does not allow Pi or the Pi Subsidiaries to terminate it without penalty to Pi or the Pi Subsidiaries within ninety (90) days; (xi) any Contract involving swapsthat provides for a “take-or-pay” clause or any similar prepayment obligation, futuresminimum volume commitments or capacity reservation fees to a gathering, derivatives transportation or other arrangement downstream of the wellhead, or similar instrumentsarrangements that otherwise guarantee or commit volumes of Hydrocarbons from Pi or any Pi Subsidiary’s Oil and Gas Properties, regardless which in each case, would reasonably be expected to involve payments (including penalty or deficiency payments) in excess of value, except such Contracts entered into as a hedging activity $5,000,000 during the twelve (12)-month period following the date of this Agreement or aggregate penalty or deficiency payments in excess of $10,000,000 during the ordinary course two (2)-year period following the date of business consistent with Peabody’s past practice and internal policy guidelinesthis Agreement; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; andLabor Agreement; (xiii) any other Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which Pi or any of the Pi Subsidiaries will have any material outstanding obligation to a Governmental Entity after the Peabody Business.date of this Agreement; (bxiv) Peabody any Contract (other than Oil and its Affiliates have duly performed and complied Gas Leases) pursuant to which Pi or any of the Pi Subsidiaries has paid amounts associated with any Production Burden in all material respects with their respective obligations under excess of $1,000,000 during the immediately preceding fiscal; or (xv) each Peabody Material Contract. None Contract or Pi Organizational Document that would, on or after the Closing Date, prohibit or restrict the ability of Peabody the Surviving Corporation or any of its Affiliates has received Subsidiaries to declare and pay dividends or distributions with respect to their capital stock, pay any notice Indebtedness for borrowed money, obligations or liabilities from time to time owed to the Surviving Corporation or any of termination its Subsidiaries, make loans or default from advances or transfer any other party of its properties or assets. (c) The Contracts described in the foregoing clauses (a) and (b), together with all exhibits and schedules to such Peabody Contracts, as amended through the date hereof or as hereafter amended in accordance with Section 4.2 hereof, are referred to herein as “Pi Material Contract. To Contracts.” (d) Each Pi Material Contract is valid and binding on Pi or the Pi Subsidiary party thereto, as the case may be, and, to the Knowledge of PeabodyPi, each other party thereto, and is in full force and effect in accordance with its terms, except for (i) terminations or expirations at the end of the stated term or (ii) such failures to be valid and binding or to be in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect, in each case subject to Enforceability Exceptions. (e) Neither Pi nor any of the Pi Subsidiaries is in breach of, or default under the terms of, and, to the Knowledge of Pi, no other party to such Peabody any Pi Material Contract is in breach of, or default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of under the Peabody Disclosure Letterterms of, Peabody has made available to Arch true and complete copies of each Peabody any Pi Material Contract, nor is any event of default (or similar term) continuing under any Pi Material Contract, and, to the Knowledge of Pi, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice or both) under any Pi Material Contract, in each case where such breach, default or event of default (or similar term) would reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect.

Material Contracts. (a) Section Schedule 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to (each a “Material Contract” and, collectively, the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and “Material Contracts”) to which Peabody the Company or any of its Affiliates Subsidiaries is a party or to by which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than them is bound (excluding any Excluded Assets (each, a “Peabody Material Contract”):Contract covered by Section 4.11(b)(ii)) and which: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any is a “material Indebtedness for borrowed money contract” (as such term is outstanding or may be incurreddefined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act); (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with would be treated as a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contractsale-leaseback arrangement under GAAP; (iii) involves the lease of personal property by the Company or any of its Subsidiaries that provides for rent payable by the Company or any of its Subsidiaries in any twelve (12) month period in excess of $2,000,000 (and which cannot be terminated by the Company or any of its Subsidiaries without penalty on 180 days’ notice); (iv) is with a Material Customer or a Material Supplier (or an applicable Affiliate or Subsidiary thereof) (excluding Contracts that are routine purchase orders and related releases occurring in the Ordinary Course of Business); (v) relates to indebtedness for borrowed money of the Company or its Subsidiaries (other than indebtedness between the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries) under which the principal amount outstanding thereunder payable by the Company or any of its Subsidiaries is in excess of $1,000,000; (vi) contains any material outstanding obligation of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or material indemnification obligation; (vii) is a joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Businessagreement; (ivviii) provides for any Contract granting change of control bonuses and/or severance payments, in each case, that would become payable solely as a result of the transactions contemplated herein to any Person an optioncurrent or former “executive officers” (as defined under item 402(a)(3) of Regulation S-K under Rule 3b-7 promulgated under the Exchange Act) of the Company or any of its Subsidiaries; (ix) relates to the services of any employee, right director or officer of first offer the Company or right any Subsidiary who has a title of first refusal “Senior Vice President” or higher; (x) involves unpaid (as of the date hereof) commitments to purchase make capital expenditures in excess of $1,000,000 individually or acquire in the aggregate, by or on behalf of the Company or any Peabody Contributed Asset (of its Subsidiaries other than purchase options (i) Contracts between the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries or (ii) commitments reflected in the capital expenditure budget of the Company and its Subsidiaries for additional coal volumescorporate, maintenance and strategic capital expenditures through December 31, 2019, and provided to Parent prior to the date hereof (the “CapEx Budget”); (vxi) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody the Company or its Affiliates (or could restrict in any material respect the ability of the JV Entities) Subsidiaries to compete in any business or geographic area or hire any individual or group of individuals; (xii) is with (A) the U.S. Federal Government or any Person government in a nation-state of the European Union or (B) any geographical area other Governmental Body and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody in each case that involves payments to the Company or any of its Affiliates Subsidiaries in any twelve (12) month period in excess of any material penalty$5,000,000; (viixiii) is a license of any Contract with a remaining term of more than one year Intellectual Property to or from the date hereof Company (other than with respect to (i) IT Contracts, (ii) licenses of Intellectual Property between the Company and any of its wholly-owned Subsidiaries, and (iii) commercially available software products under standard end-user object code license agreements) and involves payments by the Company or any of its Subsidiaries in any twelve (12) month period in excess of $1,000,000; (xiv) relates to the pending acquisition or sale of a business; or (xv) constitutes a Contract for borrowed money under which a Person (other than the Company, any of its Subsidiaries or any of their respective customers in the Ordinary Course of Business) is advanced or loaned an amount exceeding $1,000,000; or (xvi) contains any provision that could require requires the JV Entities to purchase of all of the Company’s (or any of its Subsidiaries’) requirements for a specified portion of) their total requirements of any given product or service from a given third party party, which product or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that service is material to the Peabody Business.Company and its Subsidiaries, taken as a whole; (b) Peabody The Company has made available to Parent a correct and its Affiliates have duly performed and complied in all material respects with their respective obligations under complete copy of each Peabody Material Contract, including all amendments and supplements thereto. None of Peabody or any of its Affiliates has received any notice of termination or default from any Except as would not have a Material Adverse Effect: (i) assuming the due authorization, execution and delivery thereof by the other party to such Peabody Material Contract. To the Knowledge of Peabodyor parties thereto, no other party to such Peabody each Material Contract is in default full force and effect and is a legal, valid and binding agreement that is enforceable against the Company and/or a Subsidiary of the Company (as applicable) and, to the Knowledge of the Company, the other party or parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) the Company and/or one of its obligations thereunder. Subsidiaries (cas applicable) Except as set forth on Section 4.13(c) and, to the Knowledge of the Peabody Disclosure LetterCompany, Peabody has made available to Arch true and complete copies each other party thereto are in compliance with all terms of each Peabody Material Contract; and (iii) none of the Company nor any of the Company’s Subsidiaries has received prior to the date hereof written notice of (x) default or noncompliance by the Company or its Subsidiaries under any Material Contract, (y) early termination of any Material Contract or (z) the intent of the counterparty to alter the provisions of any Material Contract.

Material Contracts. (a) Section 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of Schedule 4.29 lists the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to contracts and assumed by the JV Entities as of the Closing Date and other agreements (“Material Agreements”) to which Peabody or any of its Affiliates the Buyer is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): party: (i) any loan and credit agreementagreement (or group of related agreements) for the lease of real or personal property, Contractincluding capital leases, note, debenture, bond, indenture, mortgage, security agreement, pledge to or other similar agreement pursuant to which from any material Indebtedness person providing for borrowed money is outstanding or may be incurred; annual lease payments in excess of $25,000; (ii) any Contract (other than any coal supply licensing agreement, or purchase order any agreement forming a partnership, strategic alliances, profit sharing or commitment to sell joint venture; (iii) any agreement (or offer to sell coalgroup of related agreements) with a remaining term of more than one year from the date hereof under which is expected to involve the payment of an amount it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $10,000,000 10,000, or receipt under which a security interest has been imposed on any of an amount its assets, tangible or intangible; (iv) any profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers, directors and managers or any of the Buyer’s employees; (v) any employment or independent contractor agreement providing annual compensation in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership 10,000 or similar organizational Contract involving a sharing of profits providing post-termination or losses related to all severance payments or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer benefits or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may cannot be terminated cancelled without more than thirty (including such restrictive provisions30) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; notice; (vi) any Contract that restricts in agreement with any material respect the ability of Peabody current or its Affiliates (former officer, director, shareholder, members, manager or could restrict in any material respect the ability affiliate of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; Buyer; (vii) any Contract with a remaining term agreements relating to the acquisition (by merger, purchase of more than one year from units or assets or otherwise) by the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements Buyer of any product operating business or service from a third party material assets or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates capital stock of any material penalty; other person; (viii) any Contract relating to agreements for the disposition or acquisition by Peabody or sale of any of its Affiliates the assets of any material business or any material amounts of assets (the Buyer, other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; ; (ix) any lease outstanding agreements of guaranty, surety or agreement (including capital lease arrangements) under which Peabody indemnification, direct or any of its Affiliates is lessee ofindirect, or holds or operates, any Tangible Personal Property for which by the annual rental costs exceed $10,000,000; Buyer; (x) any coal supply agreementroyalty agreements, licenses or purchase order other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or commitment to sell or offer to sell coal, (A) with click-through license agreements on reasonable terms for a remaining term license fee of no more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b$10,000); ; and (xi) any Contract involving swaps, futures, derivatives other agreement under which the consequences of a default or similar instruments, regardless of value, except such Contracts entered into as termination could reasonably be expected to have a hedging activity in Material Adverse Effect on the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) Buyer including any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Businesscustomer agreements. (ba) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody The Buyer has made available to Arch true Company either an original or a correct and complete copies copy of each Peabody written Material ContractAgreement. With respect to each Material Agreement to which the Company is a party thereto: (i) the agreement is the legal, valid, binding, enforceable obligation of the Company and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (ii) (A) the Company is not in material breach or default thereof and (B) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; and (iii) the Company has not repudiated any material provision of the agreement.

Material Contracts. (a) Section 4.13(a3.5(a) of the Peabody Company Disclosure Letter sets forth Schedules lists all Contracts to which any KE Company is a correct and complete list party, by which any KE Company is bound or to which any KE Company or any of its assets or properties are subject that are in effect as of the date hereof of this Agreement and constitute or involve the following (together with all amendments, waivers or other changes thereto, each of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (eachfollowing, a “Peabody Material Contract”): (i) any loan and credit agreement, each employee collective bargaining Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) obligations of, or payments to, any of the KE Companies of $56,000 or more; (iii) any Contract (other than under which any coal supply agreementKE Company has created, incurred, assumed or guaranteed Indebtedness, has the right to draw upon credit that has been extended for Indebtedness, or purchase order has granted a Lien on its assets, whether tangible or commitment intangible, to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of secure any Indebtedness, in each case, in an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business;100,000; (iv) any Contract granting to that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any KE Company since December 31, 2020 of any Person an optionor of any business entity or division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner), right of first offer but excluding any Contracts in which the applicable acquisition or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)disposition has been consummated and there are no material obligations ongoing; (v) any Contract that (A) provides for exclusive rights with outstanding obligations for the benefit sale or purchase of any third partypersonal property, (B) grants “most favored nation” status to any third party fixed assets or (C) requires Peabody real estate, other than sales or any of its Affiliates to provide any minimum level of service, purchases in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyOrdinary Course; (vi) any Contract that restricts not made in the Ordinary Course and not disclosed pursuant to any material respect other clause under this Section 3.5(a) and expected to result in revenue or require expenditures in excess of $56,000 in the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltycalendar year ending December 31, 2024; (vii) any joint venture Contract, partnership agreement, limited liability company agreement or similar Contract with that is material to the business of the KE Companies, taken as a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltywhole; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets real property leasehold interest (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof;each, a “Real Property Lease”); (ix) any lease all leases or agreement (including capital lease arrangements) under which Peabody master leases of personal property reasonably likely to result in annual payments of $50,000 or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000more in a 12-month period; (x) any coal supply agreement, or purchase order or commitment Contract pursuant to sell or offer to sell coal, which any KE Company (A) licenses or is granted rights from a third party under Intellectual Property that is material to the business of the KE Companies, taken as a whole, excluding click-wrap, shrink-wrap, off-the-shelf software licenses and any other software licenses that are commercially available on reasonable terms to the public generally with a remaining term of more license, maintenance, support and other fees less than three years from the date hereof $50,000 per year or (B) with remaining deliverable tonnage of licenses or grants to a third party to any rights in or to use Owned Company Intellectual Property (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(bif applicable and if any) or Owned Company Software (2) 1,500,000 tons from any mines located excluding non-exclusive licenses granted to customers, contractors, suppliers or service providers in Colorado that are set forth on Schedule 1.1(b);the Ordinary Course); (xi) the grant of rights to manufacture, produce, assemble, license, market or sell any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines;Company Services; (xii) Contracts with any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; andAuthority; (xiii) any Contract which restricts in any material respect or contains any material limitations on the ability of any KE Company to compete in any line of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (xiv) Contracts between (A) on the one hand, any of the KE Companies, and (B) on the other Contract hand, any Company Shareholder; (xv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which a KE Company is a party that provide for payments by any KE Company or to any KE Company in excess of $50,000, in the aggregate, over any 12-month period; (xvi) all Contracts that result in any Person holding an irrevocable power of attorney from any KE Company that relates to any KE Company or its business; (xvii) Contracts to which any KE Company is material a party that are of the type that would be required to be filed with the Peabody BusinessProxy Statement/Prospectus under applicable SEC requirements pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act if the Company was the registrant. (b) Peabody Accurate and its Affiliates complete copies of the Contracts required to be listed on Section 3.5(a) of the Company Disclosure Schedules, have duly performed and complied in been delivered to or made available to Parent prior to the date of this Agreement, together with all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderamendments thereto. (c) Except as set forth on Section 4.13(cwould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) all Material Contracts to which any of the Peabody Disclosure LetterKE Companies is a party or by which its assets are bound are valid, Peabody binding and in full force and effect, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (ii) none of the KE Companies (nor, to the knowledge of the Company, any other party to any such Contract) is or, with the giving of notice, the lapse of time or otherwise, would be in default under any Material Contract to which any of the KE Companies is or will be a party or by which its assets are bound, (iii) since December 31, 2021, none of the KE Companies has made available received any written or, to Arch true the Company’s knowledge, oral claim or notice of material breach of or material default under any Material Contract, (iv) to the Company’s knowledge, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract by a KE Company or, to the Company’s knowledge, any other party thereto (in each case, with or without notice or lapse of time or both), and complete copies (v) since December 31, 2021 through the date hereof, none of each Peabody the KE Companies has received written notice from any customer or supplier that is a party to any Material Contract that such party intends to terminate or not renew any Material Contract.

Material Contracts. (a) As of the date of this Agreement, the Company and its Subsidiaries are not a party to or bound by any Contract (excluding the Benefit Plans listed on Section 4.13(a5.9(a) of the Peabody Company Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”Schedule): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement that would be required to be filed by the Company as a material contract pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredItem 601(b)(10) of Regulation S-K of the SEC; (ii) that is or creates a Partnership with any Contract (other than any coal supply agreementPerson that is material to the Company and its Subsidiaries, taken as a whole, or purchase order that relates to the formation, operation, management or commitment to sell or offer to sell coal) with a remaining term control of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of any such ContractPartnership; (iii) that (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other agreement providing for indebtedness (including obligations under any joint venture, partnership capitalized leases) in excess of $500,000 (other than agreements between the Company and any wholly owned Subsidiary or similar organizational Contract involving a sharing of profits between wholly owned Subsidiaries) or losses related pursuant to all which the Company or any portion of its Subsidiaries guarantees any such indebtedness of any other Person (other than the Company or another wholly owned Subsidiary), (B) materially restricts the Company’s ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Peabody BusinessCompany or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or (D) is an interest rate derivative, currency derivative or other hedging contract other than foreign currency cash flow ▇▇▇▇▇▇ entered into in the ordinary course of business and classified as cash flow ▇▇▇▇▇▇ for accounting purposes; (iv) any that is a Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than this Agreement) for the acquisition of any corporation, partnership or limited liability company or business, or sale of any of its Subsidiaries or businesses, in each case, after the date hereof, in each case with a fair market value or purchase options for additional coal volumesprice (including assumption of debt) in excess of $500,000 (other than (x) in the ordinary course of business or (y) intercompany agreements); (v) any that is a Contract that (A) provides for exclusive rights providing for the benefit outsourcing, contract manufacturing, testing, assembly or fabrication, as applicable, of any third partyproducts, (B) grants “most favored nation” status to any third party technology or (C) requires Peabody services of the Company or any of its Affiliates to provide any minimum level Subsidiaries under which the Company and its Subsidiaries have made or received payments in excess of service$750,000 in the fiscal year ended March 29, in each case which (1) are2015, or in a manner which isApril 3, 2016, or that would otherwise reasonably be expected to be material to the Peabody Business Company and its Subsidiaries, taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltywhole; (vi) that is a dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for the Company Products (A) with a third party that was one of the Company’s top twenty (20) customers by revenue in the fiscal year ended March 29, 2015, or April 3, 2016 or (B) under which the Company and its Subsidiaries made or received payments in excess of $750,000 in the fiscal year ended March 29, 2015, or April 3, 2016; (vii) with respect to the acquisition or disposition of any corporation, partnership, limited liability company or business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of capital stock, tender offer, exchange offer, or similar transaction) pursuant to which the Company or any of its Subsidiaries has (A) material continuing indemnification obligations (and was entered into after March 1, 2005), or (B) any “earn-out” or similar contingent payment obligations in excess of $500,000 (other than any Contract that provides solely for the acquisition of inventory, raw materials or equipment in the ordinary course); (viii) that contains a right of first refusal, first offer, or first negotiation, or a call or put right, with respect to any asset that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ix) that prohibits or restricts the payment of dividends or distributions in respect of the Company’s shares or capital stock; (x) that is a purchase or sale agreement with any Significant Customer or Significant Supplier under which the Company and its Subsidiaries have made or received payments in excess of $500,000 in the fiscal year ended March 29, 2015, or April 3, 2016; (xi) under which (A) any person (other than the Company or any of its Subsidiaries) is guaranteeing any liabilities or obligations of the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries has “take-or-pay” obligations; (xii) that is between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or its Subsidiaries’ respective directors or officers or stockholders who own five percent (5%) or more of the Company Common Stock; (xiii) providing for the creation or imposition of any Lien, other than a Permitted Lien, with respect to any assets (including Intellectual Property or other intangible assets) that would reasonably be expected to be material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole; (xiv) that is a settlement, conciliation or similar agreement (x) with any Governmental Entity which (A) materially restricts or imposes material obligations upon the Company or its Subsidiaries, or (B) disrupts the business of the Company and its Subsidiaries as currently conducted in any material respect respect, or (y) which would require the ability Company or any of Peabody its Subsidiaries to make aggregate payments of more than $250,000 after the date of this Agreement; or (xv) with any Governmental Entity, or for the purpose of fulfilling a Contract or order from any Governmental Entity as the ultimate customer, that would reasonably be expected to be material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (i)-(xiv) or Section 5.8(c), together with each Material Company License-In Agreement and Material Company License-Out Agreement, is referred to herein as a “Material Contract”. (b) Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, (i) each Material Contract is enforceable against the Company in accordance with its terms and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, (ii) the Company or its Affiliates Subsidiaries, on the one hand, and, to the Knowledge of the Company, each other party to each Material Contract, on the other hand, have performed all obligations required to be performed by it under such Material Contract, and, to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or could restrict without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract, and (iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice, or otherwise has Knowledge, (A) that any other party to any Material Contract intends to terminate or request material changes in any Material Contract, or (B) of any material respect the ability dispute related to any Material Contract. (c) As of the JV Entitiesdate of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that (i) contains any provisions materially restricting the right of the Company or any of its Subsidiaries (A) to engage in any line of business, compete or transact in any business or with any Person or in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31geographic area, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from to acquire any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements material product or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody asset or any of its Affiliates has received any notice of termination or default service from any other party Person; (ii) grants exclusive rights to such Peabody Material Contract. To the Knowledge of Peabodylicense, no other party to such Peabody Material Contract is market, sell or deliver any Company Product; or (iii) contains any “most favored nation” or similar provisions in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) favor of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contractother party.

Material Contracts. (a) Section 4.13(aAll Contracts, including amendments thereto, required to be filed with the SEC as an exhibit to any Company SEC Documents filed on or after January 1, 2021 pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the Peabody Disclosure Letter sets forth SEC have been filed. All such filed Contracts, to the extent publicly available, shall be deemed to have been made available to Parent. (b) In addition to the Contracts described in Section 4.12(a), the Company has made available to Parent a true, correct and complete list copy of each Contract (other than a Company Benefit Plan) in effect as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets Acquired Companies is a party or the Peabody Transferred Subsidiaries by which any of its properties or assets are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):bound that: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any is a “material Indebtedness for borrowed money contract” (as such term is outstanding or may be incurreddefined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) is required to be described pursuant to Item 404 of Regulation S-K promulgated under the Securities Act or is otherwise a Company Related-Party Agreement; (iii) contains any Contract non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the Acquired Companies or their Affiliates, or that otherwise restricts the lines of business conducted by the Acquired Companies or their Affiliates or the geographic area in which the Acquired Companies or their Affiliates may conduct business, in each case, including upon consummation of the transactions contemplated by this Agreement; (iv) constitutes an Indebtedness obligation of the Acquired Companies with a principal amount as of the date hereof greater than $5,000,000 or relating to any interest rate caps, interest rate collars or hedging (including interest rates, currency, commodities or derivatives); (v) requires the Acquired Companies to make any investment (in the form of a loan, capital contribution, preferred equity investment or preferred equity investment or similar transaction) in, or purchase or sell, as applicable, equity interests of, any Person or assets, including through a pending purchase or sale of assets, merger, consolidation or similar business combination transaction, that (together with all of the interests, assets and properties subject to such requirement in such Contract) have a fair market value or purchase price in excess of $1,500,000; (vi) evidences a loan to any Person (other than a Wholly Owned Company Subsidiary) by any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of Acquired Companies in an amount in excess of $10,000,000 1,000,000; (vii) relates to any joint venture, partnership, limited liability company or receipt strategic alliance of any of the Acquired Companies with a third party; (viii) provides for a right of any Person (other than the Acquired Companies) to receive fees or receive a profits interest in, invest, join or partner in (whether characterized as a contingent fee, profits interest, equity interest or otherwise), or have the right (a “Participation Interest”) to any of the foregoing in any proposed or anticipated investment opportunity, joint venture or partnership with respect to any current or future real property in which Acquired Company has or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such Person (such Contracts, collectively, the “Participation Agreements”); (ix) contains covenants expressly limiting, in any material respect, the ability of the Acquired Companies to sell, transfer, pledge or otherwise dispose of any material assets or business of the Acquired Companies; (x) relates to the settlement (or proposed settlement) of any pending or threatened Action, in writing, other than any settlement that is fully covered by insurance or indemnification (which is reasonably expected to be received), or provides solely for the payment in cash of less than $2,000,000; (xi) is (A) a Ground Lease Document, (B) a Material Space Lease, (C) an amount Educational Institution Property Agreement or (D) a Construction Contract; (xii) expressly obligates the Acquired Companies to conduct business with any third party on a preferential or exclusive basis or that contain most favored nation provisions; (xiii) grants any buy/sell, put option, call option, redemption right, option to purchase, a marketing right, a forced sale, tag or drag right or a right of first offer, right of first refusal or right that is similar to any of the foregoing, pursuant to the terms of which any Acquired Company could be required to purchase or sell the applicable equity interests of any Person or any real property or any other material assets, rights or properties of the Acquired Companies or any Minority Equity Joint Ventures (any of the foregoing, a “Transfer Right”); (xiv) provides for the acquisition, disposition, assignment, transfer or ground leasing (whether by merger, purchase or sale of assets or stock or otherwise) of any real property (including any Company Property or Minority JV Real Property to the extent such Contract was executed on or after January 1, 2019), which Contract is pending or has outstanding obligations as of the date of this Agreement that are reasonably likely to be in excess of $10,000,000 3,000,000; (xv) pursuant to which any Acquired Company manages, is a development manager of, or the leasing agent of any real properties of a third party under which the aggregate annual payments or other consideration to any of the Acquired Companies thereunder is more than $500,000; or (xvi) except to the extent such Contract is described in the clauses above or on Schedule 4.20 of the Company Disclosure Schedule or is a Company Benefit Plan, calls for (i) aggregate payments by, or other consideration from, any of the Acquired Companies of more than $10,000,000 over the remaining term of such Contract; Contract or (iiiii) annual aggregate payments by, or other consideration from, any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term Acquired Companies of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder5,000,000. (c) Except Each Contract in any of the categories set forth in Section 4.12(a), (b) and (e) to which any of the Acquired Companies is a party or by which it is bound as of the date hereof is referred to herein as a “Material Contract”, and as set forth on Section 4.13(c) Schedule 4.12 of the Peabody Company Disclosure Letter. (d) Except as would not reasonably be expected to have, Peabody has made available individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is legal, valid, binding and enforceable on the each Acquired Company that is a party thereto and, to Arch true the Knowledge of the Company, each other party thereto, and complete copies is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of each Peabody equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). None of the Acquired Companies nor, to the Knowledge of the Company, any other party thereto, is in breach or violation of, or default under, any Material Contract, and no event or condition has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Acquired Companies has received written notice of any violation or default under, or owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. There are no disputes pending or, to the Knowledge of the Company, threatened with respect to any Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Material Contract to terminate for default, convenience or otherwise any Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) No Person other than an Acquired Company manages or operates any of the Company Properties or Minority JV Real Property on behalf of any Acquired Company or Minority Equity Joint Venture.

Material Contracts. (a) Section 4.13(a3.5(a) of the Peabody Company Disclosure Letter sets forth Schedules lists all Contracts to which any GCL Company is a correct and complete list party, by which any GCL Company is bound or to which any GCL Company or any of its assets or properties are subject that are in effect as of the date hereof of this Agreement and constitute or involve the following (together with all amendments, waivers or other changes thereto, each of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (eachfollowing, a “Peabody Material Contract”): (i) any loan and credit agreement, each employee collective bargaining Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) obligations of, or payments to, any of the GCL Companies of $500,000 or more; (iii) any Contract (other than under which any coal supply agreementGCL Company has created, incurred, assumed or guaranteed Indebtedness, has the right to draw upon credit that has been extended for Indebtedness, or purchase order has granted a Lien on its assets, whether tangible or commitment intangible, to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of secure any Indebtedness, in each case, in an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business;500,000; (iv) any Contract granting to that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any GCL Company since March 31, 2022 of any Person an optionor of any business entity or division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner), right of first offer but excluding any Contracts in which the applicable acquisition or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)disposition has been consummated and there are no material obligations ongoing; (v) any Contract that (A) provides for exclusive rights with outstanding obligations for the benefit sale or purchase of any third partypersonal property, (B) grants “most favored nation” status to any third party fixed assets or (C) requires Peabody real estate, other than sales or any of its Affiliates to provide any minimum level of service, purchases in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyOrdinary Course; (vi) any Contract that restricts not made in the Ordinary Course and not disclosed pursuant to any material respect other clause under this Section 3.5(a) and expected to result in revenue or require expenditures in excess of $500,000 in the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltycalendar year ending March 31, 2023; (vii) any joint venture Contract, partnership agreement, limited liability company agreement or similar Contract with that is material to the business of the GCL Companies, taken as a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltywhole; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets real property leasehold interest (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof;each, a “Real Property Lease”); (ix) any lease all leases or agreement (including capital lease arrangements) under which Peabody master leases of personal property reasonably likely to result in annual payments of $500,000 or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000more in a 12-month period; (x) any coal supply agreement, or purchase order or commitment Contract pursuant to sell or offer to sell coal, which any GCL Company (A) licenses or is granted rights from a third party under Intellectual Property that is material to the business of the GCL Companies, taken as a whole, excluding click-wrap, shrink-wrap, off-the-shelf software licenses and any other software licenses that are commercially available on reasonable terms to the public generally with a remaining term of more license, maintenance, support and other fees less than three years from the date hereof $250,000 per year provided such software is not combined with, linked to or distributed with any Owned Company Software or any Company Product or (B) with remaining deliverable tonnage of licenses or grants to a third party to any rights in or to use Owned Intellectual Property or Owned Company Software (1) 10,000,000 tons from any mines located excluding non-exclusive licenses granted to customers, contractors, suppliers or service providers in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b);the Ordinary Course); (xi) the grant of rights to manufacture, produce, assemble, license, market or sell any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines;Company Products; (xii) Contracts with any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; andAuthority; (xiii) any Contract which restricts in any material respect or contains any material limitations on the ability of any GCL Company to compete in any line of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (xiv) Contracts between (A) on the one hand, any of the GCL Companies, and (B) on the other Contract hand, any Company Shareholder; (xv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which a GCL Company is a party that provide for payments by any GCL Company or to any GCL Company in excess of $250,000, in the aggregate, over any 12-month period; (xvi) all Contracts that result in any Person holding an irrevocable power of attorney from any GCL Company that relates to any GCL Company or its business; (xvii) Contracts to which any GCL Company is material a party that are of the type that would be required to be filed with the Peabody BusinessRegistration Statement under applicable SEC requirements pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act if the Company was the registrant. (b) Peabody True, correct and its Affiliates complete copies of the Contracts required to be listed on Section 3.5(a) of the Company Disclosure Schedules, have duly performed and complied in been delivered to or made available to SPAC prior to the date of this Agreement, together with all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderamendments thereto. (c) Except as set forth on Section 4.13(cwould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) all Material Contracts to which any of the Peabody Disclosure LetterGCL Companies is a party or by which its assets are bound are valid, Peabody binding and in full force and effect, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (ii) none of the GCL Companies (nor, to the knowledge of the Company, any other party to any such Contract) is or, with the giving of notice, the lapse of time or otherwise, would be in default under any Material Contract to which any of the GCL Companies is or will be a party or by which its assets are bound, (iii) since March 31, 2022, none of the GCL Companies has made available received any written or, to Arch true the Company’s knowledge, oral claim or notice of material breach of or material default under any Material Contract, (iv) to the Company’s knowledge, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract by a GCL Company or, to the Company’s knowledge, any other party thereto (in each case, with or without notice or lapse of time or both), and complete copies (v) since March 31, 2022 through the date hereof, none of each Peabody the GCL Companies has received written notice from any customer or supplier that is a party to any Material Contract that such party intends to terminate or not renew any Material Contract.

Material Contracts. (a) Other than as set forth on Section 4.13(a4.10(a) of the Peabody Partner Disclosure Letter sets forth a correct and complete list Schedule, with respect to the Partner Contributed Business, no Partner Party as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party to or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):bound by: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge lease (whether of real or other similar agreement pursuant to which personal property) (A) providing for annual rentals of $200,000 or more that cannot be terminated on not more than 60 days’ notice without payment by a Partner Party of any material Indebtedness for borrowed money penalty or (B) under which it is outstanding a lessor of or may be incurredpermits any third party to hold or operate any property owned by it; (ii) any Contract (agreement for the purchase of materials, supplies, goods, services, equipment or other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options assets providing for additional coal volumes); (v) any Contract that either (A) provides for exclusive rights for annual payments by the benefit Partner Parties of any third party, $200,000 or more or (B) grants “most favored nation” status to any third party aggregate payments by the Partner Parties of $200,000 or (C) requires Peabody or any of its Affiliates to provide any minimum level of servicemore, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may that cannot be terminated (including such restrictive provisions) by Peabody or its Affiliates on less not more than 90 60 days’ notice without payment by Peabody or any of its Affiliates the Partner Parties of any material penalty; (iii) any sales, distribution or other similar agreement providing for the sale by the Partner Parties of materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Partner Parties of $1,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any Contract that restricts agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any material respect asset), except any such agreement (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or (B) entered into subsequent to the ability date of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) this Agreement as permitted by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltySection 6.01; (vii) any Contract material agreement that limits the freedom of the Partner Parties to compete in any line of business or with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (any Person or a specified portion of) their total requirements of in any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyarea; (viii) any Contract material agreement with or for the benefit of any Affiliate of Partner; (ix) any material agreement with independent contractors, distributors, dealers, franchisers, manufacturers’ representatives, sales agencies or franchisees; (x) any profit sharing, stock appreciation, deferred compensation, severance or other similar plan or arrangement for the benefits of its current or former managers, members, officers or employees; (xi) any collective bargaining agreement or other contract to or with any labor union or other employee representative of a group of employees; (xii) any power of attorney that is currently effective and outstanding; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority, or that will require a Partner Party to pay consideration after the date hereof in excess of $200,000; (xiv) any agreement relating to the disposition licensing of material Partner Transferred IP and/or Partner Licensed IP by any Partner Party to any Person or acquisition by Peabody or any of its Affiliates of Person to any material business or any material amounts of assets Partner Party (other than non-exclusive licenses granted in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xixv) any Contract involving swaps, futures, derivatives agreement for the purchase of sand or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines;sand products; or (xiixvi) any Contract pursuant to which a Governmental Authority is providing tax abatements contract for the employment or engagement of any officer, individual employee, or other similar economic incentives person or entity on a full-time, part-time, consulting or other basis involving compensation in connection with the Peabody Business; and (xiii) any excess of $200,000 or agreement providing severance or other Contract that is material termination payments or benefits or relating to the Peabody Businessloans to officers, directors, employees or Affiliates. (b) Peabody Partner has made available to Baker Hughes true and complete copies of the Partner Contributed Contracts, in each case as amended or otherwise modified and in effect as of the date hereof. Each Partner Contributed Contract is in full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity and represents the valid and binding obligations of Partner or one of its Affiliates have duly performed party thereto and, to the knowledge of Partner, represents the valid and complied binding obligations of the other parties thereto. Neither Partner nor any of its Affiliates has received written notice of cancellation of any Partner Contributed Contract, the cancellation of which would be, individually or in all the aggregate, material respects with their respective obligations to the Partner Contributed Business. Except, in each case, where the occurrence of such breach or default would not reasonably be expected to be, individually or in the aggregate, material to the Partner Contributed Business taken as a whole, (x) neither Partner, any of its Affiliates nor, to the knowledge of Partner, any other party thereto is in breach of or default under each Peabody Material Contract. None any such Partner Contributed Contract and (y) as of Peabody or the date of this Agreement, neither Partner nor any of its Affiliates has received any written claim or written notice of termination material breach of or material default from under any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Partner Contributed Contract.

Material Contracts. (a) Except for this Agreement, Section 4.13(a) 4.20 of the Peabody Parent Disclosure Letter sets forth contains a complete and correct and complete list list, as of the date hereof of all this Agreement, of the following types of Contracts used or held for use primarily each Contract described below in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to this Section 4.20(a) under which Peabody Parent or any of its Affiliates is a party Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of the Peabody Contributed Assets their respective properties or the Peabody Transferred Subsidiaries are assets is subject, in each case other than any Excluded Assets as of the date of this Agreement (each, a all Contracts of the type described in this Section 4.20(a) being referred to herein as the “Peabody Parent Material ContractContracts”): (i) any loan partnership, joint venture, strategic alliance, collaboration, co-promotion or research and credit agreementdevelopment project Contract which is material to Parent and its Subsidiaries, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredtaken as a whole; (ii) each Contract not otherwise described in any Contract other subsection of this Section 4.20(a) that (other than A) is reasonably expected to involve future expenditures by Parent or any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term Parent Subsidiary of more than one $50 million in the one-year from period following the date hereof which is and (B) cannot be terminated by Parent or such Parent Subsidiary on less than sixty (60) days’ notice without material payment or penalty, other than ordinary course product or active ingredient purchase contracts; (iii) each acquisition or divestiture Contract or material licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to involve result in the payment receipt or making of future payments in excess of $25 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of Parent or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (5 million other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of Contracts solely among Parent and any third partywholly owned Parent Subsidiary, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts financial guarantees entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice not exceeding $5 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and internal policy guidelines(C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Parent SEC Documents; (v) each Contract between Parent or any Parent Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Parent Subsidiary) of Parent or any Parent Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which Parent or any Parent Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding (A) licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms, (B) service Contracts related to pre-clinical or clinical development of any medicine to the extent the licenses contained therein are incidental to such Contracts, immaterial, non-exclusive and granted in the ordinary course of business and (C) licenses granted by third parties to the extent necessary for the manufacture by Parent or its Subsidiaries of products for such third parties) under which Parent or any Parent Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (vii) any Contract (excluding (A) licenses contained in service Contracts related to pre-clinical or clinical development of any medicine to the extent the licenses contained therein are incidental to such Contract, immaterial, non-exclusive and granted in the ordinary course of business and (B) licenses granted to manufacturers of any of the Parent Products to the extent required to accomplish such manufacturing) under which Parent or any Parent Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereof), which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement; (ix) any Contract with respect to licensing, development or clinical studies pursuant to which Parent or any Parent Subsidiary has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon any revenues or income of Parent or any Parent Subsidiary, in each case (x) which payments after the date hereof would reasonably be expected to be more than $25 million in the twelve (12) month period following the date hereof and (y) that cannot be terminated by Parent or such Parent Subsidiary without penalty without more than sixty (60) days’ notice without material payment or penalty; (x) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with a notional value in excess of $5 million; (xi) any material collective bargaining agreement or other material Contract with any labor union; (xii) any Contract pursuant involving the settlement of any action or threatened action (or series of related actions) (A) which will (x) involve payments after the date hereof of consideration in excess of $5 million or (y) impose monitoring or reporting obligations to any other Person outside the ordinary course of business or (B) with respect to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with material conditions precedent to the Peabody Businesssettlement have not been satisfied; and (xiii) any Contract not otherwise described in any other Contract subsection of this Section 4.20(a) that would constitute a “material contract” (as such term is material defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Peabody BusinessParent. (b) Peabody and its Affiliates have duly performed and complied Neither Parent nor any Parent Subsidiary is in all material respects with their respective obligations under each Peabody Material Contract. None breach of Peabody or any of its Affiliates has received any notice of termination or default from under the terms of any other party Parent Material Contract where such breach or default would reasonably be expected to such Peabody have, individually or in the aggregate, a Parent Material ContractAdverse Effect. To the Knowledge knowledge of PeabodyParent, as of the date hereof, no other party to such Peabody any Parent Material Contract is in breach of or default under the terms of its obligations thereunder. (c) any Parent Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth on Section 4.13(cwould not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contractcourt before which any proceeding therefor may be brought.

Material Contracts. (a) Section 4.13(a5.12(a) of the Peabody Vistana Disclosure Letter Schedule sets forth a correct and complete list of all Contracts described in clauses (i) through (xi) of this Section 5.12(a) to which, as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or hereof, any of its Affiliates Vistana Entity is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectparty, in each case other than (x) the Vistana Benefit Plans, (y) any Excluded Assets Contract solely between or among one or more Vistana Entities and (eachz) any purchase orders entered into in connection with any Vistana Entity’s ordinary course of business purchasing activities (such Contracts, a collectively, the “Peabody Vistana Material ContractContracts”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any Contract that is a “material Indebtedness for borrowed money contract” (as such term is outstanding or may be incurreddefined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) any each Contract (other than Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 5.12(a)) that Vistana reasonably anticipates will involve annual payments or consideration furnished by or to any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of the Vistana Entities of more than one year from $1,500,000; (iii) each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by any of the date hereof which is expected to involve the payment of Vistana Entities, in each case, having an outstanding principal amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business1,500,000; (iv) any Contract granting to any Person an swap, forward, future, option, right of first offer cap, floor, collar or right of first refusal to purchase similar financial Contract or acquire other derivative Contract, or any Peabody Contributed Asset (other than purchase options for additional coal volumes)interest rate or foreign currency protection Contract; (v) any each Contract that (A) provides for exclusive rights for the benefit acquisition of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody Person or any of its Affiliates to provide any minimum level of service, in each case which (1) are, business unit thereof or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates disposition of any material penalty; (vi) assets of any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Vistana Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business), in each case, involving payments in excess of $5,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with obligations remaining a third party (in each case, other than with respect to be performed wholly-owned Vistana Subsidiaries); (vii) each Contract that relates to ongoing or Liabilities continuing after scheduled development plans or arrangements or capital expenditures, in an annual amount in excess of $1,500,000; (viii) each Contract containing covenants expressly limiting (a) in any material respect the date hereoffreedom of any of the Vistana Entities to compete with any Person in a product line or line of business or operate in any geographic location or (b) the ability of any Vistana Entity to incur a Lien on its assets, including Liens on the capital stock of any Vistana Entity; (ix) any lease Contract providing a Person with any: (A) right to cause the appointment or agreement nomination of directors of any Vistana Entity, (including capital lease arrangementsB) under which Peabody consent or approval rights with respect to any of its Affiliates is lessee ofchange in Organizational Documents or other significant corporate action by any Vistana Entity, or holds (C) right of first refusal or operatesfirst offer or other approval or consent rights with respect to any liquidation, dissolution, restructuring, recapitalization, reorganization or merger of any Tangible Personal Property for which the annual rental costs exceed $10,000,000Vistana Entity; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with Contract containing a remaining term change of more than three years from control provision which would be triggered by the date hereof or (B) with remaining deliverable tonnage transactions contemplated by this Agreement and requires payments in excess of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b);$1,500,000; and (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any each Contract pursuant to which any of the Vistana Entities grants to a Governmental Authority third party or is providing tax abatements or other similar economic incentives in connection granted from a third party any license with the Peabody Business; and (xiii) any other Contract that is respect to Intellectual Property material to the Peabody Vistana Business, other than licenses for commercially available software. (b) Peabody All of the Vistana Material Contracts are (i) in full force and its Affiliates effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Vistana Entity party thereto and, to the knowledge of Vistana, represent the valid and binding obligations of the other parties thereto, except as has not, individually or in the aggregate, had or would have duly performed and complied in all material respects with their respective obligations under each Peabody a Vistana Material ContractAdverse Effect. None of Peabody or any of its Affiliates No Vistana Entity has received any written claim or notice of termination material breach of or material default under any such Vistana Material Contract, which breach or default from has not been cured without penalty, cost or other liability, in each case, that would be material to the Vistana Entities (taken as a whole). No Vistana Entity, nor, to the knowledge of Vistana, any other party to thereto, is in breach of or default under any such Peabody Vistana Material Contract. To , and, to the Knowledge knowledge of PeabodyVistana, no event has occurred thereunder which, individually or together with other party to such Peabody events, would have a Vistana Material Contract is in default of its obligations thereunderAdverse Effect. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a3.12(a) of the Peabody Seller Disclosure Letter Schedules sets forth a correct and complete list of Contracts (other than Contracts that are Excluded Assets) in effect as of the date hereof of all of (i) to which the following types of Contracts used Company is a party, or held for use primarily (ii) to which Seller or any Rolling Mill Affiliate (in or related primarily respect to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates Rolling Mill Business) is a party that relates to the Rolling Mill Business or to by which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectRolling Mill Asset is bound, in each either case other than any Excluded Assets which are in the categories listed below (eachcollectively, a the “Peabody Material ContractContracts”): (i) any loan and credit agreementContract evidencing Indebtedness or under which Seller, Contract, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) has issued any note, debenture, bond, indenture, mortgage, security agreement, pledge interest or other similar agreement pursuant to which evidence of Indebtedness, or has directly or indirectly guaranteed Indebtedness of any material Indebtedness for borrowed money is outstanding or may be incurredPerson; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractKey Customer; (iii) any joint venture, partnership or similar organizational Contract involving with a sharing of profits or losses related to all Key Supplier or any portion other supplier for the purchase of products or services pursuant to which Seller, the Company or any Rolling Mill Affiliate (in respect of the Peabody Rolling Mill Business) paid at least $2,000,000 during the ten (10) month period ended October 31, 2020; (iv) any Contract granting under which Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) is or may become obligated to pay any Person an option, right material amount in respect of first offer deferred or right of first refusal to conditional purchase or acquire any Peabody Contributed Asset price (other than ordinary trade terms) or a purchase options for additional coal volumesprice adjustment, in each case, in connection with any (A) acquisition or disposition of all or substantially all of the assets or securities of any Person, (B) merger, consolidation or other business combination, or (C) series or group of related transactions of a type specified in subclauses (A) and (B); (v) any Contract (including, without limitation, letters of intent) that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating relate to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets or properties (other than in the ordinary course of business) involving consideration of more than $1,000,000 in the aggregate, or relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any Contract granting a license or other grant of rights to any Third Party for use of any Intellectual Property related to the Rolling Mill Business and any Contract material to the Rolling Mill Business relating to Intellectual Property, including under which a license or other grant of rights is provided to Seller, the Company or any Rolling Mill Affiliate for the use of any Intellectual Property rights or any Third Party (other than off-the-shelf, commercially available software), in each case including, without limitation, joint development Contracts, research Contracts, customer formulation Contracts, royalty Contracts or management, consulting or advisory contracts, excluding Contracts for the purchases and sales of goods and services entered into in the ordinary course of business; (vii) any Contract involving consideration of more than $1,000,000 annually which (A) limits the ability of Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) to compete in any material respect with obligations remaining any Person generally or in any geographic region, including the expansion thereof to be performed other geographical areas, customers, suppliers or Liabilities continuing after lines of business, (B) limits the date hereofability of Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) to solicit employees or clients or (C) that grants the other party or any third person “most favored nation” or similar status; (viii) any lease (whether as lessor or lessee) of Equipment relating to the Rolling Mill Business providing for annual rentals of $250,000 or more; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operatesContract with respect to collective bargaining, any Tangible Personal Property employment Contract covering a Business Employee, and any Contract with a Contingent Worker that covers the Rolling Mill Business providing for which the annual rental costs exceed base compensation in excess of $10,000,000150,000; (x) any coal supply material joint venture, strategic alliance, partnership, development, joint development or similar agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swapsor other arrangements between the Company on the one hand, futures, derivatives and Seller or similar instruments, regardless any of value, except such Contracts entered into its Affiliates on the other hand that is material to the Rolling Mill Business taken as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelineswhole; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements with third-party sales agents or other similar economic incentives in connection with the Peabody Business; andrepresentatives, brokers or distributors requiring annual payments of more than $125,000; (xiii) any Contract relating to the leasing, subleasing or licensing of any Rolling Mill Real Property; (xiv) any Contract granting any Person an Encumbrance on any of the Rolling Mill Assets, other than Permitted Encumbrances; (xv) any Contracts with any Governmental Authority; (xvi) any Contract that is material relates to the Peabody Businesssettlement of any legal proceeding regarding amounts of $250,000 or more in dispute; and (xvii) any factoring or similar Contract. (b) Peabody Seller has made available to Buyer true and complete copies of all Material Contracts and all amendments thereto, except for such Contracts that are listed in Section 3.12(b)(i) of the Seller Disclosure Schedules. Except as set forth in Section 3.12(b)(ii) of the Seller Disclosure Schedules, each Material Contract that (i) is valid and binding on Seller, the Company or the applicable Rolling Mill Affiliate, as the case may be, and, to the Knowledge of Seller, the counterparties thereto, and is in full force and effect, enforceable against Seller, the Company or such Rolling Mill Affiliate, as the case may be, and, to the Knowledge of Seller, against the counterparties thereto, in each case in accordance with its Affiliates have duly performed and complied terms, except as may be limited by the General Enforceability Exceptions. Except as set forth in all Section 3.12(b)(iii) of the Seller Disclosure Schedules, none of Seller, the Company or any Rolling Mill Affiliate is in material respects breach of, or default (with their respective obligations or without giving of notice, lapse of time or both) under each Peabody any Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party Except as set forth in Section 3.12(b)(iv), to such Peabody Material Contract. To the Knowledge of PeabodySeller, no other party to such Peabody any Material Contract is in material breach or default of its obligations thereunder. (c) . Except as set forth on in Section 4.13(c3.12(b)(v), no other party to any Material Contract has (i) notified Seller, the Company or any Rolling Mill Affiliate in writing of any breach or default or that such other party intends not to renew, to cancel or to otherwise terminate such Material Contract or (ii) since September 30, 2020, taken any action or, to the Peabody Disclosure LetterKnowledge of Seller, Peabody has made available threatened to Arch true and complete copies take any action with respect to seeking a repayment of each Peabody amounts paid to Seller, the Company or any Rolling Mill Affiliate, as applicable, pursuant to such Material Contract or a reduction in fees or other payments that will become due to Seller, the Company or such Rolling Mill Affiliate, as applicable, pursuant to such Material Contract.

Material Contracts. (a) Section 4.13(a3.08(a) of the Peabody Disclosure Letter Schedules sets forth a true, correct and complete list of the following Purchased Contracts as of the date hereof (the “Material Contracts”) (and Sellers have made available to Buyer true, correct and complete copies of all of the following types of Contracts used such Material Contracts, together with all amendments, modifications or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”supplements thereto): (i) any loan and credit agreementpartnership, Contractjoint venture, notestrategic alliance or similar Contract involving a sharing of profits, debenturelosses, bond, indenture, mortgage, security agreement, pledge costs or liabilities with any other similar agreement pursuant Person (including the organizational documents with respect to which any material Indebtedness for borrowed money is outstanding or may be incurredeach JV Entity); (ii) any Contract relating to any options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other than agreements or arrangements with respect to any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term equity securities of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractPurchased Entities; (iii) any joint ventureContract relating to (A) the Indebtedness of any Seller or (B) the mortgage or pledge of, partnership or similar organizational Contract involving otherwise creating an Encumbrance (other than a sharing of profits or losses related to all or Permitted Encumbrance) on, any portion of the Peabody BusinessPurchased Assets in each case, other than (x) intercompany Indebtedness amongst Sellers, (y) Indebtedness which will be fully discharged under the Bankruptcy Code or (z) the Pre-Petition Credit Agreement and the DIP Credit Agreement; (iv) any Contract granting relating to the acquisition or disposition of any Person an optionbusiness, right assets or properties for consideration in excess of first offer $10,000,000 (whether by merger, sale of stock, sale of assets or right otherwise) (A) entered into in the last (3) years and (B) pursuant to which any material earn-out or deferred or contingent payment obligations remain outstanding (in each case, excluding for the avoidance of first refusal to doubt, purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumesof inventory in the Ordinary Course); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material Lease with respect to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyLeased Real Property; (vi) any Contract that restricts in any material respect for the ability lease of Peabody personal property (tangible or its Affiliates (or could restrict in any material respect the ability of the JV Entitiesintangible) to compete in any business or with from any Person providing for lease payments in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any excess of its Affiliates of any material penalty$250,000 per annum; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyMaterial Customer; (viii) any Contract relating to the disposition or acquisition by Peabody or with any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofMaterial Supplier; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or prime Contract with any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000Governmental Authority; (x) any coal supply agreement, Contract with a Material Customer or purchase order or commitment to sell or offer to sell coal, Material Supplier that (A) prohibits or limits the freedom of any Seller of the Business to compete in any line of business with a remaining term of more than three years from the date hereof any Person or in any geographic area or (B) with remaining deliverable tonnage contains exclusivity obligations or restrictions binding on any Seller of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) the Business or (2C) 1,500,000 tons from grants any mines located in Colorado that are set forth on Schedule 1.1(b)right of first refusal or right of first offer obligations or restrictions to any Person; (xi) any Contract involving swapsto which any Seller is a party (A) pursuant to which any Seller is granted a right to use any third party Intellectual Property that is material to the Business, futures, derivatives other than non-exclusive licenses for commercially available or similar instruments, regardless of value, except such Contracts off-the-shelf software or software that is subject to click-through or shrink wrap agreements entered into as a hedging activity by Sellers in the ordinary course Ordinary Course, (B) pursuant to which any Seller grants a third party the right to use any Purchased Intellectual Property that is material to the Business, other than any Contract with any end user of business consistent with Peabodyany Seller’s past practice products or services which is entered into in the Ordinary Course or any marketing agreement which contains an incidental trademark license to use the Seller’s Trademarks in the scope of providing such services, (C) covering the settlement of any claims related to any Intellectual Property and internal policy guidelines;(D) pursuant to which any Seller is prohibited or restricted in any manner from using any Purchased Intellectual Property; or (xii) any Contract pursuant to which a Governmental Authority with any Employee that includes base annual compensation in excess of $200,000 that is providing tax abatements or other similar economic incentives in connection with the Peabody Businessnot terminable at-will on no more than sixty (60) days’ advance notice and includes no severance-type benefits; and (xiii) any other Contract that is material to the Peabody Businessa Collective Bargaining Agreement. (b) Peabody With respect to each Contract set forth on Section 3.08(a) of the Disclosure Schedules, (i) such Contract is in full force and effect and constitutes the legal, valid and binding of the Seller party thereto and, to the Knowledge of Sellers, the counterparty thereto, enforceable against such Seller and, to the Knowledge of Sellers, the counterparty thereto in accordance with its Affiliates have duly performed terms and complied conditions, subject to the Bankruptcy and Equity Exception and (ii) neither the Seller party thereto nor, to the Knowledge of Sellers, the counterparty thereto is in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination breach or default from thereof that would permit or give rise to a right of termination, modification or acceleration thereunder, and (iii) no Seller and, to the Knowledge of Sellers, no counterparty thereto, has commenced any Proceeding against any other party to such Peabody Material Contract. To Contract or given or received any written notice of any breach or default under such Contract that has not been withdrawn or dismissed, except, in the Knowledge cases of Peabodyclauses (ii) and (iii), no other party for breaches or defaults (A) caused by or resulting from the Chapter 11 Cases or (B) which are not, and would not reasonably be expected to such Peabody Material Contract is be, individually or in default of its obligations thereunderthe aggregate, material to the Business taken as a whole. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a4.12(a) of the Peabody Company Disclosure Letter sets forth a correct Schedule is an accurate and complete list as of the date hereof of all of the following types of Contracts used to which one or held for use primarily in or related primarily to the operation or conduct more of the Peabody Business that are to be transferred to and assumed by Companies or the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates Company Subsidiaries is a party or to which any of (the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material ContractContracts”): (i) Contracts evidencing Indebtedness or imposing any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge Lien (other than Permitted Liens) on the assets of a Company or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredCompany Subsidiary; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount all Company Employment Contracts that provide for annual base compensation in excess of $10,000,000 150,000, retention payments, severance benefits, or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contracttransaction bonuses; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody BusinessCompany IP Agreements; (iv) any Contract granting leases of personal property under which a Company or Company Subsidiary is the lessee and is obligated to any Person an option, right make payments in excess of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)$50,000 per annum; (v) Contracts providing for any Contract that business or equity acquisition or disposition by or relating to a Company or Company Subsidiary entered into at any time during the last four (4) years or under which a Company or Company Subsidiary has continuing or ongoing obligations; (vi) Contracts (A) provides for exclusive rights for limiting the benefit freedom of a Company or Company Subsidiary to engage in any third partyline of business, acquire any entity or compete with any Person or in any market or geographical area, (B) grants granting “most favored nation” status to any third party other Person or (C) requires Peabody containing any “right of first refusal,” “right of first offer” or similar preferential right to acquire any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyasset; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltycollective bargaining agreements; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofjoint venture and limited partnership agreements; (ix) Contracts for any lease hedging or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000similar derivative transactions; (x) any coal supply agreementdistributor agreements, sales representative agreements, reseller agreements or purchase order similar agreements that provide for annual payments by a Company or commitment to sell Company Subsidiary of $100,000 or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)more; (xi) Contracts for capital expenditures or the acquisition or construction of fixed assets, in any Contract case involving swaps, futures, derivatives future payments by a Company or similar instruments, regardless Company Subsidiary in excess of value, except such Contracts entered into as a hedging activity $100,000 in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesaggregate; (xii) any individual Contract pursuant to which with a Governmental Authority is providing tax abatements or other similar economic incentives Material Customer that requires aggregate future payments in connection with the Peabody Businessexcess of $100,000; and (xiii) any other individual Contract with a Material Supplier that is material to the Peabody Businessrequires aggregate future payments in excess of $100,000. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a) Except for this Agreement and the Contracts filed as exhibits to the Company SEC Reports filed with the SEC prior to the date of this Agreement, no Group Company is a party to, and no Group Company’s properties or assets are bound by, any of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily listed in or related primarily to clauses (i) through (xi) of this Section 3.15(a) (such types of Contracts being the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material ContractContracts”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement each Contract that would be required to be filed by the Company pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredItem 4 of the Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F; (ii) each Contract relating to any Contract (other than any coal supply agreement, Indebtedness or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount Lien in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractRMB30 million; (iii) each Contract in respect of any (A) joint venture, strategic cooperation or collaboration arrangement, joint sales or marketing agreement, or partnership arrangement, in each case, that is material to the business of the Group Companies taken as a whole, or similar organizational Contract (B) other agreement involving a sharing of profits profits, losses, costs or losses related liabilities by any Group Company that is material to all or any portion the business of the Peabody BusinessGroup Companies taken as a whole; (iv) each Contract that involves the acquisition or disposition, directly or indirectly (by merger, license or otherwise), of any Contract granting to securities of any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset person (other than a Company Share Award) or any assets that have a fair market value or purchase options for additional coal volumes)price of more than RMB30 million; (v) any each Contract that (A) provides for exclusive rights for the benefit with a Governmental Authority in excess of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyRMB30 million; (vi) any each Contract that restricts with a Major Customer or Major Supplier in any material respect the ability excess of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyRMB30 million; (vii) any each Contract with a remaining term of more than one year from sales representative or distributor with expected aggregate annual payments by or to the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody Company or any of its Affiliates Subsidiaries in excess of any material penaltyRMB30 million; (viii) each Contract (including any distribution agreements) that limits, or purports to limit, the ability of any Group Company to compete in any line of business in any geographic area or during any period of time in a manner that is material to the Group Companies, taken as a whole, or any Contract relating that grants any exclusive rights to any third party (including any exclusive license or exclusive distribution or usage arrangements) if such Contract, exclusive rights or restrictions resulting therefrom are material to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofGroup Companies, taken as a whole; (ix) each Contract in excess of RMB1,000,000 between any lease Group Company, on the one hand, and any directors or agreement officers of any Group Company or their immediate family members or shareholders (including capital lease arrangementsother than the Chairman Parties) of any Group Company holding more than 5% of the voting securities of any Group Company, on the other hand, under which Peabody there are material rights or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000obligations outstanding; (x) each Contract providing for any coal supply agreement, earn-out or purchase order or commitment similar payment payable by any Group Company to sell or offer any person (other than to sell coal, (Aanother Group Company) with a remaining term in excess of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)RMB4 million; (xi) any each Contract involving swaps, futures, derivatives payments by the Company or similar instruments, regardless any of value, except such Contracts entered into as a hedging activity its Subsidiaries in excess of RMB30 million in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesaggregate under each Contract; (xii) each Contract relating to any capital expenditure or any disbursement Contract pursuant to which with a Governmental Authority is providing tax abatements contract value exceeding RMB30 million; (xiii) each share or stock redemption or purchase or other similar economic incentives in connection Contract affecting or relating to the share capital of the Company or any of its Subsidiaries, including each Contract with any shareholder of the Peabody BusinessCompany or any of its Subsidiaries which includes anti-dilution rights, voting arrangements or operating covenants; (xiv) each Contract under which the Company or any of its Subsidiaries has granted any Person any registration rights, or any right of first refusal, first offer or first negotiation with respect to any Ordinary Shares or securities of any Subsidiaries of the Company; and (xiiixv) any other each Contract that is material contains a put, call or similar right pursuant to which the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody Company or any of its Affiliates has received Subsidiaries could be required to purchase or sell, as applicable, any notice equity interests of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderPerson. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(aSchedule 5.9(a) of the Peabody Disclosure Letter sets forth a correct an accurate and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody Seller or any of its Affiliates is a party or is otherwise bound with respect to which any of the Peabody Contributed Assets Business or the Peabody Transferred Subsidiaries Purchased Assets which are subjectin effect on the Effective Date, excluding Easements (each such Contract that is required to be listed on Schedule 5.9(a), except for those referenced in each case other than any Excluded Assets clause (eachxii) below, a the “Peabody Material ContractContracts”): (i) any loan and credit agreementall Transferred Contracts that individually involved expenditures or issued purchase orders (whether by or to Seller or an Affiliate thereof) in excess of $1,500,000 in the calendar year ended December 31, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred2024; (ii) all Transferred Contracts between Seller and any Contract (other than any coal supply agreement, or purchase order or commitment of its Affiliates that will not be terminated prior to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which Closing that individually is expected to involve the payment of an amount future expenditures (whether by or to Seller) in excess of $10,000,000 or receipt of an amount 1,500,000 in excess of $10,000,000 in the aggregate over the remaining term of such Contractany year; (iii) all collective bargaining agreements or other agreements with any joint venturelabor union, partnership employees’ association, or similar organizational Contract involving other employee representative of a sharing group of profits or losses related to all or any portion of the Peabody BusinessBusiness Employees (“Collective Bargaining Agreements”); (iv) all Transferred Contracts providing for the extension of credit by Seller in excess of $1,500,000 in any Contract granting to any Person an optionyear, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)the extension of credit to vendors in the Ordinary Course of Business; (v) any Contract all Transferred Contracts for gas transportation or gas storage that (A) provides for exclusive rights for involved payments by the benefit Business in excess of any third party$1,500,000 in the year ended December 31, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty2024; (vi) any Contract that restricts in any material respect all Transferred Contracts restricting the ability right of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) Seller to compete in any business or with any Person or in any geographical line of business or geographic area or containing exclusivity, fixed pricing, “most favored nations” or similar obligations, in each case, that would be binding on, or otherwise impair Buyer’s and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 daysAffiliates’ notice without payment by Peabody or any of its Affiliates of any material penaltyoperation of, the Business after the Closing; (vii) any Contract with a remaining term all Transferred Contracts concerning the use, licensing, development or maintenance of more Intellectual Property or IT Assets, other than one year from the date hereof that could require the JV Entities to purchase all (nondisclosure or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 confidentiality agreements entered into in the aggregate during Ordinary Course of Business or agreements with Business Employees or independent contractors entered into in the fiscal year ending December 31, 2019 Ordinary Course of Business on the Seller’s or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyan Affiliate’s form agreement; (viii) all Contracts with any Contract Governmental Entity relating to the disposition Business, the Purchased Assets or acquisition by Peabody or any the Assumed Obligations (other than customer Contracts in the Ordinary Course of its Affiliates Business) that will involve payment after the Effective Time of any material business amount or impose any other material amounts of assets obligation (other than in the ordinary course of businessincluding any conduct-related obligation) with obligations remaining to be performed or Liabilities continuing after the date hereofEffective Time; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any all Leases that are material to the operation of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the Business as currently conducted with an annual rental costs exceed base rent in excess of $10,000,0005,000,000; (x) any coal supply agreementall partnership, joint venture, and joint ownership agreements, and all similar material agreements (however named) involving a sharing of assets, profits, losses, costs, or purchase order Liabilities relating to the Business, the Purchased Assets or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)Assumed Obligations; (xi) each Contract that requires any Contract involving swaps, futures, derivatives capital commitment or similar instruments, regardless capital expenditure (including any series of value, except such Contracts entered into as a hedging activity related capital expenditures) in respect of the ordinary course Business of business consistent with Peabody’s past practice and internal policy guidelines;greater than $5,000,000; and (xii) any Contract pursuant all Shared Contracts that individually involved expenditures or issued purchase orders (whether by or to which a Governmental Authority is providing tax abatements Seller or other similar economic incentives in connection an Affiliate thereof) with the Peabody Business; and (xiii) any other Contract that is material respect to the Peabody BusinessBusiness in excess of $1,500,000 in the calendar year ended December 31, 2024. (b) Peabody Seller has made available to Buyer copies of all Material Contracts together with all material amendments, waivers, and its Affiliates have duly performed other changes thereto, which are correct and complied complete in all material respects with their respective obligations under each Peabody Material Contractrespects, except as set forth on Schedule 5.9(b). None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(cSchedule 5.9(b): (i) each Material Contract is a valid and binding obligation of Seller, enforceable against it in accordance with its terms, including by estoppel or waiver by the Peabody Disclosure Letterparties thereto, Peabody has made available and, to Arch true Seller’s Knowledge, is a valid and complete copies binding obligation of each Peabody other party thereto, enforceable against it in accordance with its terms, including by estoppel or waiver by the parties thereto, in each case except as the same may be limited by the Remedy Exceptions; and (ii) neither Seller, nor, to Seller’s Knowledge, any other party thereto, is (or, upon the passage of time or the giving of notice, or both, would be) in default under or breach of any Material Contract, in each case, except for breaches, violations, or defaults as would not be material, individually or in the aggregate, to the Business.

Material Contracts. (a) Section 4.13(aSchedule 3.12(a) of the Peabody Disclosure Letter hereto sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used agreements, commitments, arrangements, understandings or held for use primarily in instruments (whether written or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and oral) to which Peabody or any of its Affiliates Borrower is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectparty, in each case other than any Excluded Assets those which are contemplated by this Agreement (eachcollectively, a the “Peabody Material ContractContracts”):), true, correct and complete copies of which have been provided or made available to Lender: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge Contracts providing for annual payments in excess of Twenty-Five Thousand Dollars ($25,000) or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredaggregate payments in excess of Fifty Thousand Dollars ($50,000); (ii) any Contract (other than any coal supply agreement, leases or purchase order or commitment to sell or offer to sell coal) with a remaining term subleases of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contractreal property; (iii) any partnership, joint venture, partnership venture or similar organizational Contract involving a sharing of profits or losses related to all Contracts, or any portion rights to acquire from any person any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Peabody Businesssuch person; (iv) executory Contracts relating to the acquisition or disposition of any Contract granting to any Person an optionbusiness (whether by merger, right sale of first offer stock, sale of assets or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumesotherwise); (v) any Contract that (A) provides for exclusive rights outstanding indentures, mortgages, promissory notes, loan agreements, guarantees or other Contracts or commitments for the benefit borrowing of money by Borrower (in any third partycase, (B) grants “most favored nation” status to whether incurred, assumed, guaranteed or secured by any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyasset); (vi) any Contract that restricts in any licenses, franchises or similar Contracts material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody Borrower, or any of its Affiliates of agreement relating to any trade name or Intellectual Property that is material penaltyto Borrower; (vii) exclusive dealing arrangements or other Contracts or arrangements containing covenants which limit the ability of Borrower to compete in any Contract line of business or with a remaining term any person or which involve any restriction of more geographical area in which, or method by which, Borrower may carry on its business (other than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 as may be required by law or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyapplicable Governmental Entity); (viii) Contracts between any Contract relating to Affiliate of Borrower, on the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (one hand, and Borrower, on the other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofhand; (ix) Contracts, which will survive any lease Closing, with any director, officer or agreement (including capital lease arrangements) under which Peabody or any employee of its Affiliates is lessee ofBorrower, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000other than those agreements being executed and delivered in connection with this Agreement; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)collective bargaining agreements; (xi) Contracts which will survive any Contract involving swapsClosing for the employment or other engagement of any individual on a full time, futurespart time, derivatives consulting or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesother basis; (xii) Contracts under which Borrower has advanced or loaned any Contract pursuant amount to which a Governmental Authority is providing tax abatements any of the directors, officers, employees or other similar economic incentives in connection with the Peabody Businessindependent contractors of Borrower; and (xiii) any other Contract that is material to the Peabody BusinessBorrower. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(cSchedule 3.12(b) hereto, and in the case of subparagraphs (ii), (iii) and (iv), in the Borrower Reports: (i) each of the Peabody Disclosure LetterMaterial Contracts is valid, Peabody binding and enforceable and in full force and effect, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies, and subject to the rights of other parties thereto to terminate, will continue to be valid, binding, enforceable and in full force and effect on substantially identical terms following consummation of the transactions contemplated hereby; (ii) Borrower is not in breach or default and no event has made available occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration by any other party under any Material Contract and no other party is in breach or default and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration by Borrower under any Material Contract; (iii) Borrower has not and no other party has, repudiated any provision of any Material Contract; and (iv) Borrower has not received any written notice that the other party to Arch true and complete copies of each Peabody any Material Contract intends to exercise any termination rights with respect to any Material Contract.

Material Contracts. (a) Section 4.13(a) 3.16 of the Peabody Seller Disclosure Letter Schedule sets forth a correct true and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectunder which there is an Assumed Liability, in each case other than under which any Excluded Assets party thereto has continuing Liabilities or rights, with respect to any of the following (each, a “Peabody Material Contract”): (i) (A) any loan and credit agreementContract containing any covenant (1) prohibiting or limiting the right of Parent or any of its Affiliates to engage in any line of business or to compete with any Person in any line of business or in any market or geographic location, Contractor (2) prohibiting Parent or any of its Affiliates from engaging in business with any Person or levying a fine, note, debenture, bond, indenture, mortgage, security agreement, pledge charge or other payment for doing so, or (B) any Contract otherwise qualifying as a Material Contract granting to any Person a right of first refusal, right of first offer, “most favored nation” or similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredarrangement; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights Contracts for the benefit of any third party, (B) grants “most favored nation” status to any third party acquisition or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) disposition by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody Parent or any of its Affiliates of any material penalty; (vi) any Contract that restricts ownership interest in any material respect the ability of Peabody other Person or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any other business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which enterprise (A) is expected to involve the payment of since November 1, 2014 for consideration with an amount in excess aggregate value of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 1,000,000 or any future fiscal year and more or (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating pursuant to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody Parent or any of its Affiliates is lessee ofsubject to any continuing deferred purchase price, “earn out”, purchase price adjustment or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000non-competition payment obligations; (xiii) all Contracts related to the incurrence of Indebtedness (whether incurred, assumed, guaranteed or secured by any coal supply agreementasset), or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more other than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity accounts receivables and payables in the ordinary course of business consistent with Peabody’s past practice practice; (iv) any Contract that grants to any third party an Encumbrance, other than a Permitted Encumbrance, on all or any part of any material Assets; (v) all Contracts with Material Customers or Material Suppliers; (vi) any material Contract relating to any (A) material Business Intellectual Property or IT Assets that are Purchased Assets or (B) material Intellectual Property or IT Assets used primarily in the Business and internal policy guidelineslicensed to Parent or its Affiliates from a third party, other than in the case of clauses (A) or (B) off-the-shelf software with annual fees of less than $500,000; (vii) all Contracts other than purchase orders made in the ordinary course of business involving the expenditure, payment or receipt by Parent or any of its Affiliates attributable to the Business during 2016 or expected in 2017 (calculated using the average expenditure, payment or receipt per month during the 2017 year to date multiplied by twelve (12)) of more than $2,000,000 in the aggregate; (viii) Contracts relating to any joint venture, partnership or similar arrangement of Parent or any of its Affiliates, including any agreement to share profits or losses; (ix) any Contract involving a resolution or settlement of any actual or threatened Action with either a value greater than $1,000,000 or other material ongoing requirements; (x) any obligation, such as a put or similar right, pursuant to which Parent or any of its Affiliates could be required to purchase, redeem, or otherwise acquire an equity securities of another Person; (xi) any obligation to make any investment in (in the form of a loan, capital contribution or otherwise, other than with respect to trade accounts receivable in the ordinary course of business consistent with past practice), or provide any guarantee with respect to the obligations of, any third party; (xii) any Contract for the provision of services involving third party contractor personnel previously employed by Parent, its Affiliate or its or their predecessor pursuant to which a Governmental Authority is providing tax abatements Parent or other similar economic incentives in connection with its Affiliates has agreed to indemnify the Peabody Businesscounterparty for costs related to the termination of such personnel; andor (xiii) any other Contract that is material required to be disclosed on Section 3.24 of the Peabody BusinessSeller Disclosure Schedule. (b) Peabody True and complete copies of all Material Contracts (other than immaterial amendments, supplements, exhibits or schedules thereto) have been made available to Buyer prior to the Agreement Date. All of the Material Contracts are valid and binding on each party thereto and are in full force and effect in accordance with their terms, except to the extent they have previously expired or terminated in accordance with their terms and except with respect to Contracts listed on Section 3.16(a)(xii) of the Seller Disclosure Schedule that are terminated prior to Closing pursuant to Section 5.06. None of Parent or any of its Affiliates have duly performed is (with or without notice or lapse of time, or both) in material violation of or material default under any Material Contract, and, to the Knowledge of Parent and complied in all Sellers, there is no existing or claimed material respects with their respective obligations under each Peabody violation or material default by any other party to any Material Contract. None of Peabody Parent or any of its Affiliates has received any written notice of termination any actual or default from threatened termination, cancellation or limitation of any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a3.10(a) of the Peabody Seller Disclosure Letter sets forth a correct and complete list forth, as of the date hereof Execution Date, a list of all each of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):Contracts: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredeach Real Property Lease; (ii) each Transferred Contract with any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount Federal Government Customer that generated recurring revenue in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 5,000,000 in the aggregate over year ended December 31, 2019 (the remaining term of such Contract“Material Government Contracts”); (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion (A) each outstanding Government Bid existing as of the Peabody BusinessExecution Date, that, if accepted, would lead to a Government Contract that Seller reasonably expects to generate more than $5,000,000 in revenue to the Business in the year ended December 31, 2020 or (B) each outstanding task order Government Bid under a Government Contract that Seller reasonably expects to generate more than $5,000,000 in revenue to the Business in the year ended December 31, 2020 (the Government Bids described in clauses (A) and (B), together, the “Material Government Bids”); (iv) each Transferred Contract pursuant to which any Contract granting license or access rights (including on a service basis) material to any Person an option, right of first offer or right of first refusal the Business is granted by Seller to purchase or acquire any Peabody Contributed Asset a third party with respect to Transferred Intellectual Property (other than purchase options for additional coal volumesnon-exclusive license agreements entered into with contractors, customers or clients); (v) any each Transferred Contract that (A) provides for exclusive rights for concerning the benefit establishment or operation of a partnership, strategic alliance, joint venture, limited liability company or similar agreement or arrangement relating to the formation, creation, operation, management or control of any third partypartnership, (B) grants “most favored nation” status to any third party joint venture or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, limited liability company material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyBusiness; (vi) any each Transferred Contract that restricts in any material respect limits or purports to limit the ability freedom of Peabody Seller (or, after the Closing, Buyer or its Affiliates (or could restrict in any material respect the ability of the JV EntitiesSubsidiaries) to compete in any line of business or with any Person or engage in any geographical area and which may not be terminated line of business within any geographic area, or otherwise materially restricts Seller’s (including such restrictive provisions) by Peabody or, after the Closing, Buyer or its Affiliates on less than 90 days’ notice without payment by Peabody Subsidiaries’) ability to solicit or hire any of its Affiliates of Person or solicit business from any material penaltyPerson; (vii) each Transferred Contract for the employment of any Business Employee pursuant to which such Business Employee earned in excess of $200,000 in the year ended December 31, 2019, or for the engagement of any individual independent contractor providing services to the Business pursuant to which such contractor earned in excess of $200,000 in the year ended December 31, 2019 (excluding, for the avoidance of doubt, any Contract with a remaining term Person that is not an individual that provides for services of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyleased labor); (viii) any Transferred Contract relating between Seller, on the one hand, and any Related Party of Seller, on the other hand, that will not be discharged at or prior to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofClosing; (ix) any lease Transferred Contract for the disposition of any material assets of Seller (other than sales of inventory or agreement (including capital lease arrangements) under which Peabody or any services in the Ordinary Course of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000Business); (x) any coal supply agreementTransferred Contract (other than Government Contracts) pursuant to which Seller has been granted by a third Person any license to any Intellectual Property Rights or pursuant to which a third Person has made available (including on a service basis) any Intellectual Property Rights to Seller (other than any Contract for COTS Software), or purchase order or commitment in each case, where such Transferred Contract is material to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)Business; (xi) any Transferred Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity (other than trade debt incurred in the ordinary course Ordinary Course of business consistent with Peabody’s past practice and internal policy guidelinesBusiness) under which Seller has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person in excess of $1,000,000; (xii) any Transferred Contract involving a research or development collaboration or similar arrangement; (xiii) any Transferred Contract granting any third party a security interest in any of the Seller’s assets; (xiv) each Transferred Contract creating Indebtedness for Borrowed Money; (xv) each Transferred Contract entered into at any time within the three (3) year period prior to the Execution Date pursuant to which a Governmental Authority is providing tax abatements Seller acquired another operating business or any other Contract with an earnout, deferred payment or other similar economic incentives in connection with contingent payment obligation; (xvi) each Transferred Contract obligating Seller to purchase or otherwise obtain any product or service exclusively from a single party or granting any third party the Peabody exclusive right to develop, market, sell or distribute any products or services Related to the Business; and (xiiixvii) each Transferred Contract containing a “most favored nation” or any right-of-first refusal or right-of-first-offer or similar provision in favor of any customer or other counterparty of Seller or a limitation on Seller’s ability to increase prices. The Transferred Contracts that are, or are required to be, listed in Section 3.10(a) of the Seller Disclosure Letter, and each Transferred Contract that is material to would have been listed on Section 3.10(a) of the Peabody BusinessSeller Disclosure Letter as of the Closing Date, are each a “Material Contract” and are, collectively, the “Material Contracts”. (b) Peabody Each of the Material Contracts is valid, binding and its Affiliates have duly performed and complied in all material respects with their respective obligations under enforceable on Seller, and, to Seller’s Knowledge, each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party thereto, and is in full force and effect. Seller is not, and, to such Peabody Material Contract. To the Knowledge of PeabodySeller’s Knowledge, no other party to such Peabody any Material Contract is is, in any material respect, in violation of, or in default under, any such Material Contract. No event has occurred that, with the lapse of its obligations thereundertime or the giving of notice or both, would constitute a material default thereunder by Seller, or, to Seller’s Knowledge, any other party to a Material Contract. (c) Except as set forth on Section 4.13(c3.10(c) of the Peabody Seller Disclosure Letter, Peabody as of the Execution Date, Seller has made available not received from any counterparties to Arch true any Material Contract: (i) any written notice or, to Seller’s Knowledge, any other notice of any material breach or default or any notice that any such party intends to terminate, cancel or not renew any Material Contract; (ii) any written claim, or to Seller’s Knowledge, any other claim for material damages or indemnification with respect to the products sold or performance of services pursuant to any Material Contract; or (iii) any notice that such party intends to substantially alter in a manner materially adverse to Seller (including as a result of any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) any such Material Contract. Seller has provided true, correct and complete copies of each Peabody Material ContractContract to Buyer.

Material Contracts. (a) Section 4.13(a) 3.16 of the Peabody Seller Disclosure Letter Schedule sets forth a correct true and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectunder which there is an Assumed Liability, in each case other than under which any Excluded Assets party thereto has continuing Liabilities or rights, with respect to any of the following (each, a “Peabody Material Contract”): (i) (A) any loan and credit agreementContract containing any covenant (1) prohibiting or limiting the right of Parent or any of its Affiliates to engage in any line of business or to compete with any Person in any line of business or in any market or geographic location, Contractor (2) prohibiting Parent or any of its Affiliates from engaging in business with any Person or levying a fine, note, debenture, bond, indenture, mortgage, security agreement, pledge charge or other payment for doing so, or (B) any Contract otherwise qualifying as a Material Contract granting to any Person a right of first refusal, right of first offer, “most favored nation” or similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredarrangement; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights Contracts for the benefit of any third party, (B) grants “most favored nation” status to any third party acquisition or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) disposition by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody Parent or any of its Affiliates of any material penalty; (vi) any Contract that restricts ownership interest in any material respect the ability of Peabody other Person or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any other business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which enterprise (A) is expected to involve the payment of since November 1, 2014 for consideration with an amount in excess aggregate value of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 1,000,000 or any future fiscal year and more or (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating pursuant to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody Parent or any of its Affiliates is lessee ofsubject to any continuing deferred purchase price, “earn out”, purchase price adjustment or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000non-competition payment obligations; (xiii) all Contracts related to the incurrence of Indebtedness (whether incurred, assumed, guaranteed or secured by any coal supply agreementasset), or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more other than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity accounts receivables and payables in the ordinary course of business consistent with Peabody’s past practice practice; (iv) any Contract that grants to any third party an Encumbrance, other than a Permitted Encumbrance, on all or any part of any material Assets; (v) all Contracts with Material Customers or Material Suppliers; (vi) any material Contract relating to any (A) material Business Intellectual Property or IT Assets that are Purchased Assets or (B) material Intellectual Property or IT Assets used primarily in the Business and internal policy guidelineslicensed to Parent or its Affiliates from a third party, other than in the case of clauses (A) or (B) off-the-shelf software with annual fees of less than $500,000; (vii) all Contracts other than purchase orders made in the ordinary course of business involving the expenditure, payment or receipt by Parent or any of its Affiliates attributable to the Business during 2016 or expected in 2017 (calculated using the average expenditure, payment or receipt per month during the 2017 year to date multiplied by twelve (12)) of more than $2,000,000 in the aggregate; (viii) Contracts relating to any joint venture, partnership or similar arrangement of Parent or any of its Affiliates, including any agreement to share profits or losses; (ix) any Contract involving a resolution or settlement of any actual or threatened Action with either a value greater than $1,000,000 or other material ongoing requirements; (x) any obligation, such as a put or similar right, pursuant to which Parent or any of its Affiliates could be required to purchase, redeem, or otherwise acquire an equity securities of another Person; (xi) any obligation to make any investment in (in the form of a loan, capital contribution or otherwise, other than with respect to trade accounts receivable in the ordinary course of business consistent with past practice), or provide any guarantee with respect to the obligations of, any third party; or (xii) any Contract pursuant required to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with be disclosed on Section 3.24 of the Peabody Business; and (xiii) any other Contract that is material to the Peabody BusinessSeller Disclosure Schedule. (b) Peabody True and complete copies of all Material Contracts (other than immaterial amendments, supplements, exhibits or schedules thereto) have been made available to Buyer prior to the date hereof. All of the Material Contracts are valid and binding on each party thereto and are in full force and effect in accordance with their terms, except to the extent they have previously expired or terminated in accordance with their terms and except with respect to Contracts listed on Section 3.16(a)(xii) of the Seller Disclosure Schedule that are terminated prior to Closing pursuant to Section 5.06. None of Parent or any of its Affiliates have duly performed is (with or without notice or lapse of time, or both) in material violation of or material default under any Material Contract, and, to the Knowledge of Parent and complied in all Sellers, there is no existing or claimed material respects with their respective obligations under each Peabody violation or material default by any other party to any Material Contract. None of Peabody Parent or any of its Affiliates has received any written notice of termination any actual or default from threatened termination, cancellation or limitation of any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(aSchedule 5.7(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of lists all of the following types of Contracts used or held for use primarily in or related primarily to Purchased Business Agreements (the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material ContractContracts”): (i) any loan and credit each agreement, Contractordinance, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant grant of any municipal, town or county franchise relating to the Business (the “Franchises”), except for such Franchises, the absence of which any material Indebtedness for borrowed money is outstanding would not, individually or may be incurredin the aggregate, have a Material Adverse Effect; (ii) any Contract all agreements between Seller and one or more (other than any coal supply agreement, A) Business Employees or purchase order (B) independent non-Affiliate third party consultants or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount contractors individually involving expenditures in excess of $10,000,000 or receipt of an amount 3,000,000 in excess of $10,000,000 in the aggregate over the remaining term of such Contractany one year; (iii) any joint ventureall leases, partnership subleases, licenses or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; other agreements (iv) any Contract granting to any Person an optionwhich, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit avoidance of doubt, shall not include Easements) by which any third partyright to use or occupy any interest in real property is granted by or to Seller, (B) grants “most favored nation” status to any third party except for such leases, subleases, licenses or (C) requires Peabody other agreements, the existence or any absence of its Affiliates to provide any minimum level of servicewhich would not, in each case which (1) are, individually or in a manner which isthe aggregate, material to the Peabody Business taken as a whole and (2) may not reasonably be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to have a Material Adverse Effect and that do not individually involve the payment of an amount expenditures in excess of $10,000,000 3,000,000 in the aggregate during the fiscal any one (1) year ending December 31, 2019 or any future fiscal year (excluding sales orders and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than purchase orders issued in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xiiv) all other agreements that individually involve expenditures in excess of $3,000,000 in any Contract involving swapsone (1) year; (v) all agreements providing for the extension of credit by Seller, futures, derivatives or similar instruments, regardless other than (A) the extension of value, except such Contracts entered into as a hedging activity credit to customers in the ordinary course of business consistent with Peabody’s past practice practice, and internal policy guidelines(B) normal employee advances and other customary extensions of credit in the ordinary course that are not material in amount; (xiivi) any Contract all agreements for, or relating to, indebtedness, or pursuant to which a Governmental Authority any Encumbrance is providing tax abatements granted in or to any of the Purchased Assets; (vii) all agreements granting to any Person any right or option to purchase or otherwise acquire any of the Purchased Assets, including rights of first option, rights of first refusal, or other similar economic incentives preferential purchase rights; (viii) all agreements that, upon consummation of the transactions contemplated hereby, would limit the ability of Buyer to compete in connection any line of business or with the Peabody Businessany Person or in any geographic area or during any period of time; and (xiiiix) any other Contract that is all partnership, joint venture and joint ownership agreements, and all similar material agreements (however named) relating to the Peabody Business, Purchased Assets or Assumed Obligations involving a sharing of assets, profits, losses, costs or liabilities. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of PeabodySeller, no other party to such Peabody each Material Contract is valid and binding in default accordance with its terms and is in full force and effect. Seller has made available to Buyer copies of its obligations thereunder. (c) each Material Contract together with all amendments, waivers, or other changes thereto, which are correct and complete in all material respects. Except as set forth on Section 4.13(cSchedule 5.7(b), neither Seller or, to the Knowledge of Seller, any other party to a Material Contract: (A) is in default under or in breach of the Peabody Disclosure Letter, Peabody any Material Contract in any material respect or (B) has made available to Arch true and complete copies repudiated or is challenging any material provision of each Peabody any Material Contract.

Material Contracts. (a) Section 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list as As of the date hereof of all of this Agreement, the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that Company and its Subsidiaries are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is not a party to or to which bound by any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement that would be required to be filed by the Company as a material contract pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredItem 601(b)(10) of Regulation S-K of the SEC; (ii) that is or creates a Partnership with any Contract other Person that is material to the Company and its Subsidiaries, taken as a whole, or that relates to the formation, operation, management or control of any such Partnership, (other than any coal supply iii) (A) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount other agreement, in each case, providing for indebtedness in excess of $10,000,000 100,000,000 (other than agreements between the Company and any wholly-owned Subsidiary or receipt of an amount in excess of $10,000,000 in between wholly-owned Subsidiaries) or pursuant to which the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all Company or any portion of its Subsidiaries guarantees any material indebtedness of any other Person, (B) that materially restricts the Company’s or any Subsidiary’s ability to incur Indebtedness or guarantee the Indebtedness of others, (C) that grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Peabody BusinessCompany or its Subsidiaries that taken as a whole is material to the Company and its Subsidiaries, taken as a whole, or (D) that provides for or relates to any interest rate derivatives, currency derivatives or other derivatives; (iv) any that is a written Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than this Agreement) for the acquisition of any Person, assets or business or sale of any of its Subsidiaries, assets or businesses after the date hereof, in each case with a fair market value or purchase options for additional coal volumesprice (including assumption of debt) in excess of $50,000,000 (other than intercompany agreements); (v) any Contract that under which the Company and its Subsidiaries have made or received payments in excess of $50,000,000 in calendar year 2014 (A) provides for exclusive rights for other than payments between the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or Company and any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltywholly-owned Subsidiaries); (vi) under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for the Company Products as of the date of this Agreement with the Company’s top ten (10) customers by revenue in 2014; (vii) with respect to the acquisition or disposition of any Person, assets or business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of share capital, tender offer or exchange offer or similar transaction) pursuant to which the Company or any of its Subsidiaries has (x) continuing indemnification obligations or (y) any “earn-out” or similar contingent payment obligations, in each case, in excess of $50,000,000 (other than any Contract that provides for the acquisition of inventory, raw materials or equipment in the ordinary course); (viii) that contains a right of first refusal, first offer or first negotiation or a call or put right with respect to any asset that is material to the Company and its Subsidiaries, taken as a whole; (ix) that prohibits or restricts the payment of dividends or distributions in respect of the Company’s shares or capital stock; (x) that is a purchase or sale agreement with any material respect Significant Customer or Significant Supplier for purchases or sales in excess of $50,000,000 in the ability prior fiscal year (other than purchase orders issued in the ordinary course of Peabody business that do not materially modify the terms of any underlying Contract pursuant to which such purchase orders are issued); (xi) that is between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or its Affiliates Subsidiaries’ respective directors or officers or shareholders who own five percent (5%) or could restrict in any material respect the ability more of the JV EntitiesCompany Common shares, other than (i) any employee agreements and agreements entered into under any U.S. Benefit Plan or Foreign Benefit Plan, (ii) transactions conducted on an arms’ length basis or (iii) any agreements with consideration of less than $120,000; (xii) that is a settlement, conciliation or similar agreement (x) with any Governmental Entity which materially (i) restricts or imposes material obligations upon the Company or its Subsidiaries or (ii) materially disrupts the business of the Company and its Subsidiaries as currently conducted, or (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $50,000,000 after the date of this Agreement; or (xiii) with any Governmental Entity for the purpose of fulfilling a contract or order from such Governmental Entity as the ultimate customer, that is material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (i)-(xiii), together with each material License-In Agreement and material Contract that relates to Intellectual Property license rights or the operation of the business of the Company or its Subsidiaries, including in connection with the sale of Company Products, in each case, as of the date of this Agreement (other than non-exclusive, “off-the-shelf” software licenses with annual fees of less than $25,000,000 entered in the ordinary course of business), is referred to herein as a “Material Contract.” True and correct copies of each Material Contract (and all material amendments, schedules and exhibits thereto) or, if applicable, form of Material Contract, have been publicly filed as exhibits to the Company SEC Reports or otherwise made available to Parent. (b) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is enforceable against the Company in accordance with its terms and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (ii) the Company or its Subsidiaries, on the one hand, and, to the Knowledge of the Company, each other party to each Material Contract, on the other hand, have performed all obligations required to be performed by it under such Material Contract in all material respects and, to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach; (B) give any Person the right to accelerate the maturity or performance of any Material Contract or (C) give any Person the right to cancel, terminate or modify any Material Contract. (c) As of the date hereof, the Company is not a party to or bound by any Contract that (i) contains any provisions restricting the right of the Company or any of its Subsidiaries materially (A) to compete or transact in any business or with any Person or in any geographical area and which may not be terminated geographic area, (including such restrictive provisionsB) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of to acquire any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (product or a specified portion of) their total requirements of any product other asset or service from a third party any other Person, or (C) to develop, sell, supply, distribute, support or service any material product or technology or other asset to or for any other Person, (ii) grants exclusive rights to license, market, sell or deliver any Company Product or that contains any “take most favored nation” or pay” similar provisions and which (A) is expected to involve in favor of the payment of an amount other party with total Contract value in excess of $10,000,000 50,000,000 in the aggregate during the prior fiscal year ending December 31year, 2019 or any future fiscal year and (Biii) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than Contracts with standards setting bodies or organizations, consortia or similar entities entered into in the ordinary course of business) with obligations remaining , following the Closing, would result in any party to be performed such Contract or Liabilities continuing after the date hereof; (ix) any lease other party obtaining a license, right to use or agreement (including capital lease arrangements) under which Peabody any other claim or right in respect of any Intellectual Property of Parent and any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which Subsidiaries (excluding the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody Company and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderSubsidiaries). (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a) Schedule 3.17 of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all Schedules lists each of the following types written or oral contracts and agreements of Contracts used the Acquired Companies or held by which any Acquired Company is bound (such contracts and agreements as described in this Section 3.17(a) being “Material Contracts”): (i) all contracts or agreements that provide for payment or receipt by any Company of more than US$1,000,000 per year, including any such contracts and agreements with customers, suppliers or clients; (ii) all contracts and agreements relating to indebtedness for borrowed money (including guarantees); (iii) all contracts and agreements that limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (iv) all contracts and agreements that (A) contain a “Most Favored Nation” provision, (B) require an Acquired Company to purchase all output of any product or service from any other party, (C) contain “take or pay” provisions, (D) require any party to manufacture, sell or provide any other party’s total requirements or any product or service in an amount in excess of US$1,000,000 in any year or (E) contain provisions requiring the Acquired Companies to supply any products on an exclusive basis, or acquire any products on an exclusive basis, to or from any Person; (v) all joint venture, partnership or similar agreements or arrangements; (vi) all contracts and agreements under which (A) any Acquired Company uses or has the right to use primarily any Intellectual Property of a third party (other than off-the-shelf software licensed under shrink wrap agreements for which any Acquired Company pays less than $100,000 in licensing or related primarily other fees per software title per annum), (B) any Acquired Company has granted the right to use any of the Intellectual Property owned by any Acquired Company to a third party and (C) any Intellectual Property is or has been developed for any Acquired Company, assigned to any Acquired Company or assigned by any Acquired Company to a third party; (vii) all contracts and agreements that relate to the operation acquisition or conduct disposition of businesses or material assets outside the Peabody Business that are to be transferred to and assumed by the JV Entities as ordinary course of the Closing Date and to which Peabody or any of its Affiliates is a party or business pursuant to which any material obligations remain outstanding; (viii) all contracts and agreements with any Governmental Authority; (ix) all contracts and agreements, other than those set forth in Schedule 5.4 of the Peabody Contributed Assets Disclosure Schedules, between and among any Acquired Company, on the one hand, and the Sellers or their Affiliates (other than the Peabody Transferred Subsidiaries are subjectAcquired Companies), on the other hand, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge contracts or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract agreements that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000will terminate at Closing; (x) all contracts and agreements with any coal supply agreement, labor organization or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term group of more than three years from the date hereof or (B) with remaining deliverable tonnage employees of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b);Company; and (xi) any Contract involving swaps, futures, derivatives other contract or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract agreement that is material to the Peabody BusinessCompanies, taken as a whole. (b) Peabody Each Material Contract (i) is valid, legal, enforceable and its Affiliates have duly performed binding on the applicable Company, and, to the Knowledge of the Companies, the counterparties thereto, and complied is in full force and effect in all material respects with their respective obligations under each Peabody Material Contractand (ii) shall continue in full force and effect upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Schedule 3.3(a)(iii) of the Disclosure Schedules are not obtained. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party the Companies or, to such Peabody Material Contract. To the Knowledge of Peabodythe Companies, no other party to such Peabody any counterparty, is in breach of, or default under, any Material Contract to which it is a party, except for such breaches or defaults that would not, individually or in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) the aggregate, reasonably be expected to be material to the ongoing operations of the Peabody Disclosure Letter, Peabody has made available to Arch Companies. The Sellers have previously provided true and complete correct copies of each Peabody of the Material ContractContracts to the Buyers, and all amendments and modifications thereto.

Material Contracts. (a) Section 4.13(a) of the Peabody Disclosure Letter Schedule 4.10 sets forth a an accurate, correct and complete list as of all material Target Contracts, together with all amendments and supplements thereto and all waivers and modifications of any terms thereof, and, if oral, an accurate and complete summary of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to terms and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or conditions thereof, to which any of the Peabody Contributed Assets or descriptions set forth below may apply (the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody "Material Contract”Contracts"): (i) any loan Any Real Property Leases and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredPersonal Property Leases; (ii) any Any Contract (other than any coal supply agreement, for capital expenditures or for the purchase order of goods or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount services in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract25,000; (iii) Any Contract involving financing or borrowing of money, or evidencing indebtedness, any liability for borrowed money, any obligation for the deferred purchase price of property in excess of $25,000 (excluding normal trade payables) or guaranteeing in any way any Contract in connection with any Person; (iv) Any joint venture, partnership partnership, cooperative arrangement or similar organizational any other Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)profits; (v) Any Contract affecting any Contract that (A) provides for exclusive rights for the benefit of any third partyright, (B) grants “most favored nation” status title or interest in or to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyreal property; (vi) Any Contract with any Governmental Authority; (vii) Any Contract that restricts with respect to the discharge, storage or removal of effluent, waste or pollutants; (viii) Any Contract relating to any license or royalty arrangement; (ix) Any power of attorney, proxy or similar instrument; (x) Any Contract for the manufacture, service or maintenance of any product of Target; (xi) Any Contract for the purchase or sale of any assets other than in the Ordinary Course of Business or for the option or preferential rights to purchase or sell any material respect assets; (xii) Any requirements or output Contract; (xiii) Any Contract to indemnify any Person or to share in or contribute to the ability liability of Peabody or its Affiliates any Person; (or could restrict in any material respect the ability of the JV Entitiesxiv) Any Contract containing covenants not to compete in any line of business or with any Person in any geographical area and area; (xv) Any Contract related to the acquisition of a business or the equity of any other Entity; (xvi) Any other Contract which may (i) provides for payment or performance by either party thereto having an aggregate value of $25,000 or more; (ii) is not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice terminable without payment by Peabody or penalty on thirty (30) days (or less) notice; or (iii) is between Target and any of its Affiliates of any material penaltyAffiliates; (viixvii) any Any other Contract with a remaining term that involves future payments, performance of more than one year from the date hereof that could require the JV Entities services or delivery of goods or materials to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment by Target of an aggregate amount or value in excess of $10,000,000 in 50,000, on an annual basis, or that otherwise is material to the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any business of its Affiliates of any material penaltyTarget; (viiixviii) any Any proposed arrangement of a type that, if entered into, would be a Contract relating to the disposition or acquisition by Peabody or described in any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of businessi) with obligations remaining to be performed or Liabilities continuing after the date hereof; through (ixxvii) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Businessabove; and (xiiixix) any Any other Contract contract that management of Seller or Target believes or has determined is material to the Peabody BusinessTarget. (b) Peabody Target has delivered to Buyer accurate, correct and its Affiliates have duly performed complete copies of all Material Contracts (or written summaries of the material terms thereof, if not in writing), including, without limitation, all amendments, supplements, modifications and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderwaivers thereof. (c) Except as set forth on Section 4.13(cEach Material Contract is currently valid and in full force and effect, and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (d) (i) Target is not in breach of or default under any of the Peabody Disclosure LetterMaterial Contracts, Peabody has made available nor, to Arch true and complete copies the Knowledge of each Peabody Target, is any other party to any Material Contract in breach of or default under such Material Contract., nor, to the Knowledge of Target, does any condition exist that, with or without notice, lapse of time or the happening or occurrence of any other event, could result in a breach of or constitute a default under any Material Contract; and

Material Contracts. (aSchedule 3.1(o) Section 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list list, as of the date hereof hereof, (separately identifying applicable agreements by each subsection of all this Section 3.1(o)) of each of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody any Acquired Company or any of its Affiliates Asset Seller is a party party, or to which any of their respective assets, rights or properties are subject or bound; provided, that in the Peabody Contributed Assets case of the Asset Sellers, solely to the extent related to the Acquired Businesses or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Acquired Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreementContract (or group of related contracts) for the purchase (by any Acquired Company or Asset Seller) of services, Contractsupplies, noteraw materials, debenturecomponents, bond, indenture, mortgage, security agreement, pledge equipment or other similar agreement pursuant goods which, in the fiscal year ended December 31, 2012 involved, or in the fiscal year ending December 31, 2013 is reasonably expected to which any material Indebtedness for borrowed money is outstanding or may be incurredinvolve, the payment of more than $250,000; (ii) any Contract (other than or group of related contracts) for the sale (by any coal supply agreementAcquired Company or Asset Seller) of any services or products which, in the fiscal year ended December 31, 2012 involved, or purchase order or commitment in the fiscal year ending December 31, 2013 is reasonably expected to sell or offer to sell coal) with a remaining term involve, the payment of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract250,000; (iii) any joint ventureagency, partnership distributor, sales representative, franchise or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Businessagreements; (iv) any Contract granting to any Person an option, right (or group of first offer or right related contracts) for capital expenditures involving payments of first refusal to purchase or acquire any Peabody Contributed Asset (other more than purchase options for additional coal volumes)$50,000; (v) any Contract that (A) provides for exclusive rights for under which any Acquired Company or, to the benefit of any third party, (B) grants “most favored nation” status extent related to any third party Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller has created, incurred, assumed or guaranteed (Cor may create, incur, assume or guarantee) requires Peabody Indebtedness in excess of $100,000 or under which it has imposed (or may impose) a Lien (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions) on any of its Affiliates to provide any minimum level of servicematerial assets, in each case which (1) arerights or properties, tangible or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyintangible; (vi) any Contract that restricts in any material respect for the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates disposition of any material penaltyportion of the assets or business of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any Contract with a remaining term of more than one year from agreement which contains any provisions requiring any Acquired Company or, to the date hereof that could require the JV Entities extent related to purchase all (any Acquired Asset, Assumed Liability or a specified portion of) their total requirements of Acquired Business, any product or service from a third party or that contains “take or pay” provisions and Asset Seller, to indemnify any other Person, which (A) is indemnification obligations arising under such agreement are reasonably expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltymaterial; (viii) any employment Contract relating to the disposition with a Current Employee involving Liability for payment of annual base wages or acquisition by Peabody or any base salaries in excess of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing $100,000 after the date hereof, other than any offer letter used by any Acquired Business in the Ordinary Course of Business; (ix) any lease or agreement Contract that (including capital lease arrangementsA) under which Peabody restricts the ability of any Acquired Company or, to the extent related to any Acquired Business, any Asset Seller or any of its respective Affiliates is lessee ofto enter into or engage in any market or line of business, (B) provides for “most favored nation” pricing terms or holds (C) establishes an exclusive sale or operates, purchase obligation with respect to any Tangible Personal Property for which the annual rental costs exceed $10,000,000Product or any geographic location; (x) any coal supply agreementpartnership, joint venture or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)other similar Contract; (xi) any Contract personal property lease involving swaps, futures, derivatives or similar instruments, regardless future Liability for rental payments in excess of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines$100,000; (xii) any Contract material to any of the Acquired Companies or any Acquired Business pursuant to which any right or access has been assigned, transferred, licensed, distributed or otherwise granted to any Person, or any covenant not to assert any right has been granted to any Person, with respect to any (A) Acquired Companies Owned IP or (B) any Acquired Owned IP, excluding, in both of the foregoing clauses (A) and (B), off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties; (xiii) any Contract material to any of the Acquired Companies or any Acquired Business pursuant to which Dover or any of its Affiliates Exploits (A) any Acquired Companies IP or (B) any Acquired IP, excluding, in the case of both of the foregoing clauses (A) and (B), off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties; (xiv) any prime contract, subcontract, basic ordering agreement, letter contract, purchase order, delivery order, change order, arrangement or other commitment of any kind with any Governmental Entity, any prime contractor to a Governmental Authority is providing tax abatements Entity or other similar economic incentives any subcontractor to any such Governmental Entity or prime contractor; (xv) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xvi) any Contract that would (A) upon or following the Peabody BusinessClosing, grant any Person a license or other right to use any Intellectual Property of Buyer or any of its Affiliates (other than an Acquired Company), other than Acquired Owned IP, or (B) upon or following the Closing, or otherwise as a result of the execution or consummation of this Agreement, or any transaction contemplated by this Agreement, grant any Person (other than Buyer and the Designated Purchasers) a license or other right with respect to any Acquired Owned IP, Acquired Companies Owned IP or Acquired Exclusive IP, which license or other right had not been granted prior to the date hereof pursuant to such Contract ; and (xiiixvii) any other Contract that is otherwise material to either Acquired Business. Dover has provided to Buyer a complete and accurate copy of each Material Contract (as amended to date). Except as set forth in Schedule 3.1(o), each Material Contract and each Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Peabody Business. (b) Peabody Acquired Company or Asset Seller that is party thereto and, to Dover’s Knowledge, the other party or parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and its Affiliates have duly performed by general equitable principles. Except as set forth in Schedule 3.1(o), each Acquired Company or Asset Seller and, to the Knowledge of Dover, each other party thereto is, and complied has been, in compliance in all material respects with their respective obligations under each Peabody Material Contract. None Contract and each Lease, in each case, to which it is a party, and there is no event or condition which, after notice or lapse of Peabody time or both, would result in any such noncompliance by any Acquired Company or Asset Seller or, to the Knowledge of its Affiliates has received any notice of termination or default from Dover, any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunderthereto. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a) 5.12 of the Peabody Partnership Disclosure Letter sets forth Schedule contains a correct and complete list as of the date hereof of all listing of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and contracts to which Peabody the Partnership or any of its Affiliates Subsidiaries is a party or to which any in effect on the date of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, this Agreement (each contract that is described in each case other than any Excluded Assets (each, this Section 5.12 being a “Peabody Partnership Material ContractAgreement”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any each “material Indebtedness for borrowed money contract” (as such term is outstanding or may be incurreddefined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract (other than any coal supply agreementeach contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve requiring the payment of an annual amount by the Partnership or Partnership GP, in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract5,000,000; (iii) each agreement that constitutes a commitment relating to indebtedness for borrowed money or the deferred purchase price of property by the Partnership or Partnership GP (whether incurred, assumed, guaranteed or secured by any joint ventureasset) in excess of $5,000,000, partnership or similar organizational Contract involving a sharing of profits or losses related to all or and any portion contract securing the obligations of the Peabody BusinessPartnership or its Subsidiaries with respect to such commitment, in each case, other than agreements solely between or among the Partnership and its Subsidiaries; (iv) each contract for lease of tangible personal property or real property involving aggregate payments in excess of $5,000,000 in any Contract granting to any Person an optioncalendar year that are not terminable within 60 days, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)contracts related to drilling rigs; (v) each contract containing a non-compete or similar type of provision that, following the Closing, by virtue of Parent becoming Affiliated with the Partnership and Partnership GP as a result of this transaction, would by its terms materially restrict the ability of Parent to compete in any Contract that (A) provides for exclusive rights for the benefit line of business or with any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, Person or in a manner which is, material to any geographic area during any period of time after the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyClosing; (vi) any Contract that restricts in each contract involving the pending acquisition or sale of (or option to purchase or sell) any material respect amount of the ability assets or properties of Peabody the Partnership or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltySubsidiaries, taken as a whole; (vii) each contract for futures, swap, collar, put, call, floor, cap, option, or other contract that is intended to reduce or eliminate the fluctuations in the prices of commodities, including natural gas, natural gas liquids, crude oil and condensate or fluctuations in interest rates that will be binding on the Partnership after the Closing; (viii) each material partnership, joint venture or limited liability company agreement, other than any Contract customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Partnership; (ix) each contract expressly limiting or restricting the ability of the Partnership or its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (x) each contract entered into in connection with a remaining term Partnership Related Party Transaction; (xi) each contract that requires the Partnership or any of more than one year from the date hereof its Subsidiaries to make expenditures that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is would reasonably be expected to involve the payment of an amount be in excess of $10,000,000 5,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after 12-month period following the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesthis Agreement; (xii) any Contract pursuant each collective bargaining agreement to which the Partnership or any of its Subsidiaries is a Governmental Authority party or is providing tax abatements or other similar economic incentives in connection with the Peabody Businesssubject; and (xiii) each agreement under which the Partnership or any other Contract that is material of its Subsidiaries has advanced or loaned any amount of money to the Peabody Businessany of its officers, directors, employees or consultants, in each case with a principal amount in excess of $10,000. (b) Peabody Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and its Affiliates have duly performed similar laws relating to or affecting creditors’ rights generally and complied by general principles of equity; and provided that any indemnity, contribution and exoneration provisions contained in all material respects with their respective obligations under any such Partnership Material Agreement may be limited by applicable Law and public policy, each Peabody of the Partnership Material Contract. None Agreements (i) constitutes the valid and binding obligation of Peabody the Partnership or any Partnership GP and constitutes the valid and binding obligation of its Affiliates has received any notice of termination or default from any the other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract parties thereto and (ii) is in default full force and effect as of its obligations thereunderthe date of this Agreement, in each case unless the failure to be so would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect. (c) Except as set forth on Section 4.13(c) There is not, to the Knowledge of the Peabody Disclosure LetterPartnership, Peabody has made available under any Partnership Material Agreement, any default or event that, with notice or lapse of time or both, would constitute a default on the part of any of the parties thereto, or any notice of termination, cancellation or material modification, in each case, except such events of default, other events, notices or modifications as to Arch true and complete copies of each Peabody which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Partnership Material ContractAdverse Effect.

Material Contracts. (a) Section 4.13(a) Schedule 5.15 of the Peabody Parent Disclosure Letter Letter, together with the lists of exhibits contained in the Parent SEC Documents, sets forth a correct true and complete list list, as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectthis Agreement, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):of: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreementcontracts providing for the acquisition, purchase, sale or purchase order or commitment to sell or offer to sell coal) with a remaining term divestiture of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venturemortgage loans, partnership or similar organizational Contract involving a sharing of profits or losses related to all mortgage backed securities and debt securities entered into by Parent or any portion Subsidiary of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than Parent in the ordinary course of business) with obligations remaining to be performed , each contract that involves a pending or Liabilities continuing after the date hereof; (ix) any lease contemplated merger, business combination, acquisition, purchase, sale or agreement (including capital lease arrangements) under which Peabody divestiture that requires Parent or any of its Affiliates is lessee of, Subsidiaries to dispose of or holds acquire assets or operates, any Tangible Personal Property for which the annual rental costs exceed properties with a fair market value in excess of $10,000,00025,000,000; (xii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Parent or any coal supply agreementof its Subsidiaries (whether incurred, assumed, guaranteed or purchase order secured by any asset) in excess of $15,000,000, other than agreements solely between or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)among Parent and its Subsidiaries; (xiiii) each contract that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any Contract involving swaps, futures, derivatives or similar instruments, regardless of valuetype, except such Contracts for contracts entered into as a for bona fide hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinespurposes; (xiiiv) each contract between or among Parent or any Contract pursuant to which Subsidiary of Parent, on the one hand, and any officer, director or affiliate (other than a Governmental Authority is providing tax abatements wholly owned Subsidiary of Parent) of Parent or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other similar economic incentives in connection with the Peabody Businesshand; and (xiiiv) any other Contract that each “material contract” (as such term is material defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 5.15(a) with respect to the Peabody BusinessParent or Subsidiary of Parent. (b) Peabody Collectively, the contracts set forth in Section 5.15(a) are herein referred to as the “Parent Contracts.” Except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is legal, valid, binding and enforceable in accordance with its Affiliates have duly performed terms on Parent and complied each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in all material respects with their respective obligations under each Peabody full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Contract. None of Peabody or Adverse Effect, neither Parent nor any of its Affiliates has received any notice of termination Subsidiaries is in breach or default from under any Parent Contract nor, to the knowledge of Parent, is any other party to any such Peabody Material ContractParent Contract in breach or default thereunder. To the Knowledge Complete and accurate copies of Peabody, no other party to such Peabody Material every Parent Contract is in default of its obligations thereunder. (c) Except effect as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has date of this Agreement (including all amendments and other modifications) have been furnished or otherwise made available to Arch true and complete copies of each Peabody Material Contractthe Company.

Material Contracts. (a) Section 4.13(a) Except as set forth on Schedule 3.13 of the Peabody Seller Disclosure Letter sets forth a correct Schedule or filed with any Regency SEC Document (including incorporation by reference) filed with the SEC on or after January 1, 2010 and complete list prior to the date hereof, as of the date hereof Execution Date, to the Knowledge of all Seller, none of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Regency Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party to or to which bound by any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):Contract that: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to which any material Indebtedness for borrowed money is outstanding Items 601(b)(2), (4), (9) or may be incurred(10) of Regulation S-K of the SEC if such a registration statement was filed by Regency on the Execution Date; (ii) includes Seller or any Contract Affiliate of Seller (other than any coal supply agreement, Regency or purchase order its Subsidiaries) as a counter party or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contractthird party beneficiary; (iii) contains any joint venture, partnership provision or similar organizational Contract involving a sharing of profits or losses related to all covenant which materially restricts any Regency Entity or any portion of the Peabody BusinessAffiliate thereof from engaging in any lawful business activity or competing with any Person; (iv) (A) relates to the creation, incurrence, assumption, or guarantee of any indebtedness for borrowed money by any Regency Entity or (B) creates a capitalized lease obligation (except, in the cases of clauses (A) and (B), any such Contract granting to any Person with an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumesaggregate principal amount not exceeding $10,000,000); (v) any Contract that (A) provides for exclusive rights for is in respect of the benefit formation of any third party, (B) grants “most favored nation” status partnership or joint venture or otherwise relates to any third party the joint ownership or (C) requires Peabody or operation of the assets owned by any of its Affiliates to provide any minimum level the Regency Entities involving assets or obligations in excess of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty$75,000,000; (vi) any Contract that restricts includes the acquisition or sale of assets with a book value in any material respect the ability excess of Peabody $50,000,000 (whether by merger, sale of stock, sale of assets or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyotherwise); (vii) any Contract or commitment that involves a sharing of profits, losses, costs or liabilities by any Regency Entity with a remaining term any other Person other than gas processing contracts; or (viii) otherwise involves the annual payment by or to any of the Regency Entities of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may cannot be terminated (including such restrictive provisions) by Peabody the Regency Entities on 90 days or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates the Regency Entities of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) Schedule 3.13 of the Peabody Seller Disclosure LetterSchedule, Peabody each Contract required to be disclosed pursuant to Section 3.13(a) and each Contract to which any of the Regency Entities is bound as of the Execution Date that relates to (A) the purchase of materials, supplies, goods, services or other assets, (B) the purchase, sale, transporting, treatment, gathering, processing or storing of, or gas compression services rendered in connection with, natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto or (C) the construction of capital assets, in the cases of clauses (A), (B) and (C) that (i) provides for either (1) annual payments by or to any of the Regency Entities in excess of $10,000,000 or (2) aggregate payments by or to any of the Regency Entities in excess of $10,000,000 (collectively, the “Regency Material Contracts”) has been made available to Arch true the Buyer Parties and complete copies to the Knowledge of Seller is a valid and binding obligation of the applicable Regency Entity, and is in full force and effect and enforceable in accordance with its terms against such Regency Entity and, to the Knowledge of Seller, the other parties thereto, except, in each Peabody case, as enforcement may be limited by Creditors’ Rights. (c) To the Knowledge of Seller, none of the Regency Entities nor any other party to any Regency Material Contract is in default or breach in any material respect under the terms of any Regency Material Contract and no event has occurred that with the giving of notice or the passage of time or both would constitute a breach or default in any material respect by such Regency Entity or, to the Knowledge of Seller, any other party to any Regency Material Contract, or would permit termination, modification or acceleration under any Regency Material Contract.

Material Contracts. (a) Section 4.13(a) Schedule 5.16 of the Peabody Parent Disclosure Letter sets forth a correct true and complete list list, as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subjectthis Agreement, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):of: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreementcontracts providing for the acquisition, purchase, sale or purchase order divestiture of mortgage backed securities, mortgage servicing rights, debt securities and other financial instruments owned or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all entered into by Parent or any portion Subsidiary of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than Parent in the ordinary course of business, each contract that involves a pending or contemplated merger, business combination, acquisition, purchase, sale or divestiture that requires Parent or any of its Subsidiaries to dispose of or acquire assets or properties with a fair market value in excess of $150,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of Parent, any Subsidiary of Parent or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Parent or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000, other than agreements solely between or among Parent and its wholly owned Subsidiaries; (iv) each contract under which Parent or a Subsidiary of Parent has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Parent or a Subsidiary of Parent), in any such case that, individually, is in excess of $1,000,000; (v) each master agreement under which Parent or a Subsidiary of Parent enters into any interest rate cap, interest rate collar, interest rate swap or other forward, swap or other hedging transaction of any type, whether or not entered into for bona fide hedging purposes; (vi) each employment contract to which Parent or a Subsidiary of Parent is a party; (vii) each contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of Parent or any of its Subsidiaries to compete in any line of business or with obligations remaining to be performed any Person or Liabilities continuing after the date hereofgeographic area; (viii) each material partnership, joint venture, limited liability company or strategic alliance agreement (other than any such agreement solely between or among Parent and its wholly owned Subsidiaries); (ix) each contract between or among Parent or any lease Subsidiary of Parent, on the one hand, and Parent Manager or agreement any officer, director or affiliate (including capital lease arrangementsother than a wholly owned Subsidiary of Parent) under which Peabody of Parent or any of its Affiliates is lessee ofSubsidiaries or any of their respective "associates" or "immediate family" members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) or of the Parent Manager, or holds or operates, any Tangible Personal Property for which on the annual rental costs exceed $10,000,000other hand; (x) each contract that obligates Parent or any coal supply agreementof its Subsidiaries to indemnify any past or present directors, officers, or purchase order employees of Parent or commitment any of its Subsidiaries pursuant to sell which Parent or offer to sell coal, (A) with a remaining term any of more than three years from its Subsidiaries is the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b);indemnitor; and (xi) any Contract involving swaps, futures, derivatives each "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 5.16(a) with respect to Parent or similar instruments, regardless Subsidiary of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody BusinessParent. (b) Peabody Collectively, the contracts set forth in Section 5.16(a) are herein referred to as the "Parent Contracts." Except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is legal, valid, binding and enforceable in accordance with its Affiliates have duly performed terms on Parent and complied each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in all material respects with their respective obligations under each Peabody full force and effect, subject, as to enforceability, to Creditors' Rights. Except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Contract. None of Peabody or Adverse Effect, neither Parent nor any of its Affiliates has received any notice of termination Subsidiaries is in breach or default from under any Parent Contract nor, to the knowledge of Parent, is any other party to any such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Parent Contract is in breach or default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Each Contract required to be filed (or incorporated by reference) as an exhibit to any CMFT SEC Document filed on or after January 1, 2021 pursuant to Item 601(b)(1), (2), (4), (9) or (10) of Regulation SK promulgated under the Securities Act has been so filed (or incorporated by reference) (such Contracts, together with those Contracts described in Section 4.13(a5.12(b) “CMFT Material Contracts”). (b) Other than the Contracts described in Section 5.12(a) and except for this Agreement, Section 5.12(b) of the Peabody CMFT Disclosure Letter sets forth a true, correct and complete list list, as of the date hereof, of each Contract (or the accurate description of principal terms in case of oral Contracts), including all amendments, supplements and side letters thereto, to which CMFT or any CMFT Subsidiary is a party or by which it is bound or to which any CMFT Property or other material asset is subject, that: (i) constitutes (A) an Indebtedness obligation of CMFT or any CMFT Subsidiary with a principal amount as of the date hereof of all of the following types of Contracts used greater than one hundred million dollars ($100,000,000) or held for use primarily in (B) a Contract (including any so called take-or-pay or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to keepwell agreements) under which Peabody (1) any Person (including CMFT or any CMFT Subsidiary) has directly or indirectly guaranteed Indebtedness, liabilities or obligations of its Affiliates is a party CMFT or to which any CMFT Subsidiary or (2) CMFT or any CMFT Subsidiary has directly or indirectly guaranteed Indebtedness, liabilities or obligations of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case any Person (other than CMFT or any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurredCMFT Subsidiary); (ii) any Contract provides for the pending purchase or sale, option to purchase or sell or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) (other than any coal supply agreementright of first refusal or right of first offer) of (A) any real property (including any CMFT Property or any portion thereof) or (B) any other asset of CMFT or any CMFT Subsidiary or equity interests of any Person, or purchase order or commitment to sell or offer to sell coalin the case of (A) and (B), with a remaining term of more purchase or sale price greater than one year from the date hereof which is expected to involve the payment of an amount in excess of two million five hundred thousand dollars ($10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract2,500,000); (iii) any sets forth the operational or economic terms of a joint venture, partnership partnership, limited liability company or similar organizational Contract involving a sharing strategic alliance of profits or losses related to all CMFT or any portion of the Peabody BusinessCMFT Subsidiary with a third party; (iv) contains restrictions on the ability of CMFT or any Contract granting CMFT Subsidiary to any Person an optionpay dividends or other distributions, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)the CMFT Governing Documents or any equivalent organizational or governing documents of any other CMFT Subsidiary; (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants has continuing “most favored nationearn-out” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of serviceother similar contingent purchase price payment obligations, in each case which (1) arethat could result in payments, individually or in a manner which isthe aggregate, material to the Peabody Business taken as a whole and in excess of two million five hundred thousand dollars (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty$2,500,000); (vi) provides a right of first refusal or right of first offer of any Contract that restricts in real property (including any material respect CMFT Property or any portion thereof) having annualized straight-line rents as of June 30, 2021 representing greater than 1.0% of CMFT’s rental revenues for the ability year ended December 31, 2020, which right of Peabody first refusal or its Affiliates (or could restrict in any material respect right of first offer would be triggered by the ability consummation of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) transactions contemplated by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty;this Agreement; or (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which is both (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity made in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xiiB) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to CMFT and the Peabody Business. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of PeabodyCMFT Subsidiaries, no other party to such Peabody Material Contract is in default of its obligations thereundertaken as a whole. (c) Except Each CMFT Material Contract is legal, valid, binding on and enforceable against CMFT or the CMFT Subsidiary that is a party thereto and, to the Knowledge of CMFT, each other party thereto, and is in full force and effect, except as set forth on Section 4.13(cmay be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). CMFT and each CMFT Subsidiary has performed all obligations required to be performed by it under each CMFT Material Contract and, to the Knowledge of CMFT, each other party thereto has performed all obligations required to be performed by it under such CMFT Material Contract, except where in each case the failure to perform, individually or in the aggregate, would not reasonably be expected to be material to CMFT and the CMFT Subsidiaries, taken as a whole. None of CMFT, any CMFT Subsidiary or, to the Knowledge of CMFT, any other party thereto, is in breach or violation of, or default under, any CMFT Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any CMFT Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to be material to CMFT and the CMFT Subsidiaries, taken as a whole. Neither CMFT nor any CMFT Subsidiary has received written notice of any violation or default under, or currently owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any CMFT Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a CMFT Material Adverse Effect. (i) Neither CMFT nor any CMFT Subsidiary is in receipt of any pending written notice of the Peabody Disclosure Letterintention of any party to cancel, Peabody has made available terminate, materially change the scope of rights under or fail to Arch true and complete copies of each Peabody renew any CMFT Material Contract, (ii) no party is exercising, or threatening to exercise, any force majeure or similar provision under any CMFT Material Contract and (iii) no party is seeking to, or threatening to, withhold or otherwise delay amounts payable to CMFT or any CMFT Subsidiary under any CMFT Material Contract as a result of COVID-19 or the COVID-19 Measures (whether or not CMFT or such CMFT Subsidiary granted any forgiveness or deferral). (e) Neither CMFT nor any CMFT Subsidiary owes any termination, cancellation or other similar fees or any liquidated damages to any third party manager or operator.

Material Contracts. (a) Each Contract required to be filed (or incorporated by reference) as an exhibit to any GCEAR SEC Document filed on or after January 1, 2020 pursuant to Item 601(b)(1), (2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act has been so filed (or incorporated by reference) (such Contracts, together with those Contracts described in Section 4.13(a5.12(b), “GCEAR Material Contracts”). (b) Other than the Contracts described in Section 5.12(a) and except for this Agreement, Section 5.12(b) of the Peabody GCEAR Disclosure Letter sets forth a true, correct and complete list list, as of the date hereof, of each Contract (or the accurate description of principal terms in case of oral Contracts), including all amendments, supplements and side letters thereto, to which GCEAR or any GCEAR Subsidiary is a party or by which it is bound or to which any GCEAR Property or other material asset is subject, that: (i) obligates GCEAR or any GCEAR Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of two million five hundred thousand dollars ($2,500,000) and is not cancelable within ninety (90) days without material penalty to GCEAR or any GCEAR Subsidiary; (ii) constitutes (A) an Indebtedness obligation of GCEAR or any GCEAR Subsidiary with a principal amount as of the date hereof of all of the following types of Contracts used greater than one hundred million dollars ($100,000,000) or held for use primarily in (B) a Contract (including any so called take-or-pay or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to keepwell agreements) under which Peabody (1) any Person (including GCEAR or any GCEAR Subsidiary) has directly or indirectly guaranteed Indebtedness, liabilities or obligations of its Affiliates is a party GCEAR or to which any GCEAR Subsidiary or (2) GCEAR or any GCEAR Subsidiary has directly or indirectly guaranteed Indebtedness, liabilities or obligations of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract Person (other than GCEAR or any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractGCEAR Subsidiary); (iii) provides for the pending purchase or sale, option to purchase or sell or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) (other than any joint venture, partnership right of first refusal or similar organizational Contract involving a sharing right of profits or losses related to all first offer) of (A) any real property (including any GCEAR Property or any portion thereof) or (B) any other asset of GCEAR or any GCEAR Subsidiary or equity interests of any Person, in the Peabody Businesscase of (A) and (B) with a purchase or sale price greater than two million five hundred thousand dollars ($2,500,000); (iv) any Contract granting constitutes a loan to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (va Wholly Owned GCEAR Subsidiary or the GCEAR Operating Partnership) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody by GCEAR or any of its Affiliates to provide any minimum level of serviceGCEAR Subsidiary, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than any loans made in the ordinary course of business; (v) sets forth the operational or economic terms of a joint venture, partnership, limited liability company or strategic alliance of GCEAR or any GCEAR Subsidiary with obligations remaining a third party; (vi) contains restrictions on the ability of GCEAR or any GCEAR Subsidiary to be performed pay dividends or Liabilities other distributions, other than the GCEAR Governing Documents or any equivalent organizational or governing documents of any other GCEAR Subsidiary; (vii) has continuing after “earn-out” or other similar contingent purchase price payment obligations, in each case that could result in payments, individually or in the date hereofaggregate, in excess of two million five hundred thousand dollars ($2,500,000); (viii) provides a right of first refusal or right of first offer of any real property (including any GCEAR Property or any portion thereof) having annualized straight-line rents as of June 30, 2020 representing greater than 1.0% of GCEAR’s rental revenues for the year ended December 31, 2019; or (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, both (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity not made in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines;(B) material to GCEAR and the GCEAR Subsidiaries, taken as a whole. (xiic) any Each GCEAR Material Contract pursuant is legal, valid, binding on and enforceable against GCEAR or the GCEAR Subsidiary that is a party thereto and, to which a Governmental Authority the Knowledge of GCEAR, each other party thereto, and is providing tax abatements in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar economic incentives Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in connection with a proceeding in equity or at Law). Except as would not, individually or in the Peabody Business; and (xiii) any other Contract that is aggregate, reasonably be expected to be material to GCEAR and the Peabody Business. (b) Peabody GCEAR Subsidiaries, taken as a whole, GCEAR and its Affiliates have duly each GCEAR Subsidiary has performed and complied in all material respects with their respective obligations required to be performed by it under each Peabody GCEAR Material Contract and, to the Knowledge of GCEAR, each other party thereto has performed all obligations required to be performed by it under such GCEAR Material Contract. None of Peabody GCEAR, any GCEAR Subsidiary or, to the Knowledge of GCEAR, any other party thereto, is in breach or violation of, or default under, any GCEAR Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any GCEAR Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to be material to GCEAR and the GCEAR Subsidiaries, taken as a whole. Neither GCEAR nor any GCEAR Subsidiary has received written notice of any violation or default under, or currently owes any termination, cancellation or other similar fees or any of its Affiliates liquidated damages with respect to, any GCEAR Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a GCEAR Material Adverse Effect. (d) Since December 31, 2019, (i) neither GCEAR nor any GCEAR Subsidiary has received any written notice of termination or default from the intention of any other party to such Peabody cancel, terminate, materially change the scope of rights under or fail to renew any GCEAR Material Contract. To the Knowledge of Peabody, (ii) no other party has exercised, or threatened to such Peabody exercise, any force majeure or similar provision under any GCEAR Material Contract is in default and (iii) no party has sought to, or threatened to, withhold or otherwise delay amounts payable to GCEAR or any GCEAR Subsidiary under any GCEAR Material Contract as a result of its obligations thereunderCOVID-19 or the COVID-19 Measures (whether or not GCEAR or such GCEAR Subsidiary granted any forgiveness or deferral). (ce) Except as set forth on Section 4.13(c) of the Peabody Disclosure LetterNeither GCEAR nor any GCEAR Subsidiary owes any termination, Peabody has made available cancellation or other similar fees or any liquidated damages to Arch true and complete copies of each Peabody Material Contractany third party manager or operator.

Material Contracts. (a) Section 4.13(aExhibit 7.1.31 (a) of the Peabody Disclosure Letter sets forth a true, correct and ----------------- complete list as of the date hereof of all of the following types of Contracts used contracts, commitments, licenses, agreements, obligations or held for use primarily in binding arrangements, whether oral or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and written, to which Peabody any Borrower or any of its Affiliates Subsidiary is a party (or intends to become a party) or to which any of the Peabody Contributed Assets its assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”):properties is bound: (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to under which any material Indebtedness Borrower or Subsidiary is indemnified for borrowed money or against any liability in excess of $50,000 or under which any Borrower or Subsidiary is outstanding or may could be incurredobligated to indemnify any Person in excess of $50,000; (ii) under which any Contract (other than any coal supply agreement, Borrower or purchase order Subsidiary leases personal property from or commitment to sell third parties under capital leases which involve rental payments of at least $25,000 per annum or offer to sell coal) with a remaining term under operating leases which involve rental payments of more than one year from the date hereof which is expected to involve the payment of an amount in excess of at least $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract25,000 per annum; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) which calls for performance over a period of more than one (1) year and which involves payments of more than the $50,000 per year in the aggregate or (B) in which any joint venture, partnership Borrower or similar organizational Contract involving Subsidiary has agreed to purchase a sharing minimum quantity of profits goods or losses related services or has agreed to all purchase goods or services exclusively from any portion of the Peabody BusinessPerson; (iv) any Contract (A) granting representation, marketing or distribution rights or (B) relating to any Person an optionIntellectual Property (including, right of first offer without limitation, license, franchise, development or right of first refusal to purchase or acquire any Peabody Contributed Asset (similar agreements other than purchase options for additional coal volumesthose listed in response to item (xiv) below); (v) under which any Contract that Borrower or Subsidiary has created, incurred, assumed or guaranteed (Aor may create, incur, assume or guarantee) provides for exclusive rights for the benefit Indebtedness in excess of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty$25,000; (vi) establishing or maintaining any Contract that restricts in any material respect the ability of Peabody partnership, joint venture or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltystrategic alliance; (vii) under which there is or may be imposed a security interest or other Lien on any Contract with a remaining term of more than one year from its assets, whether tangible or intangible, the date hereof that could require the JV Entities to purchase all (net book value or a specified portion of) their total requirements fair market value of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 50,000 (other than the security interests or Liens granted in favor of the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyAgent); (viii) concerning any Contract relating to the disposition confidentiality or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in non-solicitation obligations entered into outside the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody any Borrower or Subsidiary is restricted from carrying on its business or any of its Affiliates is lessee ofpart thereof, or holds from competing in any line of business or operates, with any Tangible Personal Property for which the annual rental costs exceed $10,000,000Person; (x) with officers, directors, employees, consultants or independent contractors of any coal supply agreement, Borrower or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)Subsidiary; (xi) involving any Contract involving swapsAffiliates of any Borrower or Subsidiary; (xii) under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (xiii) under which any Borrower or Subsidiary will (A) receive aggregate payments from customers, futures(B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, derivatives in each case in excess of $50,000 per annum; (xiv) which are franchise agreements or similar instruments, regardless of value, except such Contracts development agreements; and (xv) not entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Business.not otherwise disclosed on Exhibit 7.1.31 (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or response to any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contractthe foregoing clauses. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) All of the Peabody Disclosure Lettercontracts, Peabody has commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (xv) above, together with the Loan Documents, the Tranche B Loan Documents, the Subordinated Debt Documents and the Convertible Subordinated Debentures, the real property leases, subleases, licenses and other interests described in subclause 7.1.35, whether entered into prior to, on or after the Closing Date, and the Agreements with officers, are collectively referred to herein as the "Material Contracts". The Borrowers have delivered or made ------------------ available to Arch the Agent true and complete copies of each Peabody Material ContractContract in existence as of the date hereof. (b) Except as disclosed on Exhibit 7.1.31(b), each ----------------- Material Contract existing as of the date hereof is a legal, valid and binding obligation of the applicable Borrowers and Subsidiaries that are party thereto, on the one hand, and the other parties thereto, on the other hand, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability, and is in full force and effect. The Borrowers and Subsidiaries, and to their knowledge, each other party to each Material Contract existing as of the date hereof are in substantial compliance with the terms thereof, and no default or event of default by any Borrower or Subsidiary or, to their best knowledge, any other party thereto exists thereunder.

Material Contracts. (a) Section 4.13(a4.18(a) of the Peabody Company Disclosure Letter Schedule sets forth a correct and complete list listing as of the date hereof of all of the Contracts of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets Acquired Companies is a party or will be a party following completion of the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets Reorganization: (i) Contracts with (A) the top ten (10) customers (each, a “Peabody Material ContractCustomer”): ) of the Company Business, (iB) the top twenty (20) suppliers (each, a “Material Supplier”) of the Company Business and (C) except as otherwise provided in the foregoing clauses (A) or (B), any loan and credit agreementother Person that has resulted in payment or receipt by the Company Business of more than $10,000,000 per year, Contractincluding any such Contracts with customers or clients (in each case of clauses (A) through (C), notedetermined on a consolidated basis based on amounts received or paid during the fiscal year ended December 31, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred2020); (ii) any joint venture agreements, partnership agreements, and limited liability company agreements and each similar type of material Contract (however named) involving a sponsorship, sharing of profits, losses, costs or liabilities with any other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractPerson; (iii) any joint ventureContracts for the sale, partnership assignment, transfer or similar organizational other disposition of assets for aggregate consideration under such Contract involving a sharing of profits $2,500,000 or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (more other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesunder which the Company Business has any material continuing liability or obligation; (iv) Contracts providing for the acquisition or disposition of any business, division or product line (whether by merger, sale of stock, sale of assets or otherwise), or capital stock of any other Person, in each case, pursuant to which the Company Business has any material continuing liability or obligation; (v) any Contract evidencing or guaranteeing or providing for the incurrence of Indebtedness for borrowed money in excess of $1,000,000; (vi) any Contract under which an Encumbrance (other than a Permitted Encumbrance) has been imposed on any of the assets or properties of the Company Business, other than purchase money security interests in connection with the acquisition of equipment in the ordinary course of business; (vii) all Contracts whereby any Acquired Company is granted any right, license, interest, option, permission or authority, whether on an exclusive or non-exclusive basis, with respect to any material Intellectual Property or material IT Assets (collectively, subject to the exceptions below, the “Inbound License Agreements”) and all Contracts pursuant to which any Acquired Company grants any material right, license, interest, option, permission or authority to any Person with respect to any Company Owned Intellectual Property that is material to the Company Business taken as a whole, excluding (A) non-exclusive “off-the-shelf” IT Assets licenses obtained on general commercial terms that involve annual payments to or from the Acquired Companies or any Seller Entity of less than $500,000; (B) non-disclosure agreements and invention assignment agreements entered into with employees and contractors in the ordinary course of business following forms that have been provided to Purchaser; (C) non-exclusive licenses that are ancillary provisions of other Contracts the primary purpose of which is for something other than licensing or (D) non-exclusive licenses granted by any Acquired Company or Seller Entity in the ordinary course of business to distributors, resellers, customers and similar entities (collectively, the “IP License Agreements”); (viii) all Contracts that limit or purport to limit the ability of the Company Business to compete or engage in any material respect in any line of business or with any Person or in any geographic area or during any material period of time; (ix) any material Contract that contains any most favored nation or similar preferential pricing provisions binding on the Company Business; (x) any interest rate, currency or other hedging Contracts; (xi) any Contracts with any Governmental Entity (other than Permits); (xii) any lease, sublease or similar Contract pursuant with any Person under which an Acquired Company or any Seller Entity (with respect to which a Governmental Authority the Company Business) is providing tax abatements lessee of, or holds or uses, any machinery, equipment, vehicle or other similar economic incentives tangible personal property owned by any Person and is required to make payments thereunder in connection with the Peabody Business; andexcess of $500,000 per annum; (xiii) any other Contract that is material for future capital expenditures related to the Peabody BusinessCompany Business in excess of $1,500,000; provided; however, the Contracts with any Material Customer or Material Supplier shall exclude ordinary course purchase orders. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.

Material Contracts. (a) Section 4.13(a3.16(a) of the Peabody Company Disclosure Letter Schedule sets forth a correct complete and complete accurate list of each of the following Contracts in effect as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates the Company is a party or otherwise bound and which has not expired by its terms (any such Contract of a nature described below (whether or not set forth on the Company Disclosure Schedule) to which any of the Peabody Contributed Assets Company is a party or the Peabody Transferred Subsidiaries are subjectotherwise bound, in each case other than any Excluded Assets (each, being referred to herein as a “Peabody Material Contract” and, collectively, as the “Material Contracts”): (i) any loan (A) Employee Agreement granting (x) any bonus to any current or former Employee with respect to which the Company or any ERISA Affiliate has or may have any current or future liability or obligation in excess of $75,000, or (y) any severance benefits, change of control benefits, or termination pay (in cash or equity or otherwise) to any current or former Employee with respect to which the Company or any ERISA Affiliate has or may have any current or future liability or obligation, and credit agreement, (B) contractor or consulting Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge in each case with a firm or other similar agreement pursuant to which any material Indebtedness organization or with an individual if the amounts payable for borrowed money is outstanding or may be incurred2009 and annually thereafter are in excess of $100,000; (ii) any Contract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, or any plan providing similar equity awards, for which any benefits will be increased or for which vesting of benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (or any events following this Agreement) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (other than notices of grant, stock option agreements or restricted stock unit agreement agreements, each on the Company’s standard form, which do not provide for any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contractacceleration); (iii) any joint venture, partnership lease of personal property involving future payments in excess of $100,000 individually or similar organizational Contract involving a sharing of profits or losses related to all or any portion of $250,000 in the Peabody Businessaggregate; (iv) any Contract granting to any Person an option, right of first offer outstanding fidelity or right of first refusal to purchase surety bond or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)completion bond; (v) any Contract that (A) provides for exclusive rights restricts or prohibits the Company from hiring or soliciting any individual to perform employment or consulting services for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyCompany; (vi) any Contract that restricts in any material respect of indemnification or guaranty, other than those which relate to Company Products or services, including the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area sale and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltydevelopment therefor; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities relating to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions capital expenditures and which (A) is expected to involve the payment of an amount involving future payments in excess of $10,000,000 100,000 individually or $250,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyaggregate; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets (other than customer and reseller Contracts) or any interest in any business enterprise outside the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereofbusiness of the Company; (ix) any lease mortgages, indentures, guarantees, loans or agreement (including capital lease arrangements) under which Peabody credit agreements, security agreements or any other written agreements or instruments relating to the borrowing of its Affiliates is lessee of, money or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000extension of credit; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, Contract for the purchase of materials by the Company involving future payments in excess of (A) with a remaining term of more $100,000 individually to any third party other than three years from the date hereof Plexus Corp. (“Plexus”), or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)$500,000 individually to Plexus; (xi) any Contracts that contain “most favored nation” or preferred pricing provisions; (xii) any material written joint marketing, strategic alliance or affiliate agreement; (xiii) any Contract involving swapsto alter the Company’s interest in any Subsidiary, futurescorporation, derivatives association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiv) any written sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or other similar agreement for distribution of the products, Technology or services of the Company pursuant to which the Company received any individual sales order in 2009 or 2010 in the amount of at least $200,000, other than reseller agreements entered into in the ordinary course of business granting the non-exclusive right to sell Company Products that do not materially differ from the Company’s standard form of reseller agreement, which standard form of reseller agreements set forth on Section 3.16(a)(xiv)(A) of the Company Disclosure Schedules; (xv) any nondisclosure, confidentiality or similar instrumentsContract, regardless of value, except such Contracts other than those entered into as a hedging activity with any actual or prospective customer or vendor in the ordinary course of business consistent with Peabodypast practices or those entered into with Employees consistent with the Company’s past practice representation and internal policy guidelineswarranty in Section 3.15(h) hereof; (xii) any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiiixvi) any other Contract that involves future payments by the Company in excess of $100,000 individually or $250,000 in the aggregate, or, in the case of Plexus, $500,000 individually, and, in each case, is not cancelable without material penalty within thirty (30) days; (xvii) any Contract limiting the freedom of the Company to engage in any line of business or to compete or to develop, distribute, sell, manufacture, have manufactured, assemble, license, or sublicense any products or services; (xviii) any IP Contract; (xix) any Contract that contains indemnities relating to products or Technology sold or services rendered by the Company since January 1, 2007 pursuant to which the Company received any individual sales order in 2009 and 2010 in the amount of at least $200,000, other than non-exclusive licenses and related agreements with respect thereto (including maintenance and support agreements) of the Company Products to end users pursuant to a written Contract that has been entered into in the ordinary course of business that does not materially differ from the Company’s standard forms which are included in Section 3.15(j) of the Company Disclosure Schedule; (xx) any Contract not fully performed for the purchase by customers of (A)products that involves $400,000 individually or more or (B) services that involves $100,000 individually or more; (xxi) any Lease Agreement; (xxii) any Contract not fully performed pursuant to which any third party has agreed to design, manufacture, test or package any Company Product or component therefor and for which the Company has or is required to pay consideration in excess of (A) $100,000 individually to any third party other than Plexus or (B) $500,000 individually to Plexus, other than, in each case, Contracts set forth under Section 3.16(a)(x); (xxiii) any Contract between the Company, on the one hand, and any of the Company Securityholders, on the other hand, other than Contracts related to equity awards to Employees of the Company and Employee Agreements; or (xxiv) any other Contract the termination or breach of which would reasonably be expected to be material to the Peabody BusinessCompany taken as a whole. (b) Peabody Each Material Contract is a valid and binding agreement, enforceable against the Company and, to the Company’s Knowledge, each of the other parties thereto, in accordance with its Affiliates terms, and, to the Company’s Knowledge is in full force and effect. The Company is in material compliance with and has not breached, violated or defaulted under, or received notice that they have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody breached, violated or defaulted under, any of its Affiliates has received the terms or conditions of any notice of termination or default from any other party such Material Contract which would reasonably be expected to such Peabody Material Contract. To result in a material liability, nor to the Knowledge of Peabody, no other the Company is any party obligated to the Company pursuant to any such Peabody Material Contract is subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any such other party, which breach, violation or default would result in default the termination of its obligations thereundersuch Material Contract or result in material liability to, or Loss by, the Company. True and complete copies of each Material Contract (whether or not set forth on the Company Disclosure Schedule) have been made available to Parent. (c) Except The Material Contracts which constitute licenses of goods, services or rights from third parties that are incorporated in any products, services or rights which the Company sublicense to its customers are sublicenseable without any further payment to any Person, except as set forth on identified in Section 4.13(c3.16(c) of the Peabody Company Disclosure LetterSchedule. (d) There are no Litigation Claims outstanding, Peabody has made available nor, to Arch true and complete copies of each Peabody the Company’s Knowledge are there any other Claims or material disagreements or disputes, with respect to any Material Contract. (e) All Indebtedness of the Company outstanding on the date of this Agreement is set forth in Section 3.16(d) of the Company Disclosure Schedule.

Material Contracts. (a) Section 4.13(a) of Except as set forth on the Peabody Seller Disclosure Letter sets forth a correct and complete list for this Agreement and the contracts filed as exhibits to the Seller SEC Reports, as of the date hereof of all this Agreement, none of the following types of Contracts used Seller or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates Subsidiaries is a party to or bound by any contract, agreement, commitment, arrangement, lease (including with respect to which any of the Peabody Contributed Assets personal property) or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets instrument (each, a “Peabody Material "Contract”"): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge that are or other similar agreement would be required to be filed by Seller as a "material contract" pursuant to which any material Indebtedness for borrowed money is outstanding Item 601(b)(10) of Regulation S-K under the Securities Act or may be incurreddisclosed by Seller on a Current Report on Form 8-K; (ii) containing covenants binding upon Seller or its Subsidiaries that restrict the ability of Seller or any Contract of its Subsidiaries to compete in any business or geographic area that, following the Merger, would apply to Buyer and its Subsidiaries; (other than any coal supply agreementiii) which, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which based on current volumes and assumptions, is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount more than $250,000 in excess of fees or other amounts during the year ending December 31, 2008, or more than $10,000,000 500,000 in the aggregate fees or other amounts over the remaining term next three (3) years of such Contract; (iiiiv) any that, with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, relate to the formation, creation, operation, management or control of any partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)joint venture; (v) any Contract that involving the acquisition from another Person, or disposition to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person which (A) was entered into after December 31, 2005 or that has not yet been consummated and which provides for exclusive rights for aggregate consideration under such Contract (or series of related Contracts) in excess of $250,000 (other than acquisitions or dispositions of assets in the benefit ordinary course of any third partybusiness), or (B) grants “most favored nation” status contains representations, covenants, indemnities or other obligations that would reasonably be expected to any third party or (C) requires Peabody or any result in payments in excess of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty$250,000; (vi) any employment, consulting or other Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody Seller or any of its Affiliates Subsidiaries with (A) any member of Seller's Board of Directors or a member of the Board of Directors of any material penaltySubsidiary of Seller, (B) any "executive officer" (as such term is defined in Rule 3b-7 of the Exchange Act) of Seller or any of its Subsidiaries or (C) any other employee of Seller or any of its Subsidiaries earning an annual salary equal to or in excess of $125,000, other than those Contracts terminable by Seller or any of its Subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Seller or any of its Subsidiaries; (vii) granting or obtaining any Contract with a remaining term right to use any material Intellectual Property Assets (other than Contracts granting rights to use readily available commercial software having an acquisition price of more less than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 20,000 in the aggregate during the fiscal year ending December 31for all such related Contracts), 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody restricting Seller's rights, or its Affiliates on less than 90 days’ notice without payment by Peabody permitting other Persons, to use or any of its Affiliates of register any material penaltyIntellectual Property Assets; (viii) any Contract relating pursuant to the disposition or acquisition by Peabody which Seller or any of its Affiliates Subsidiaries use or hold any material real or personal property, including but not limited to, any Lease, any other leases, subleases, licenses, sublicenses or operating rights relating thereto; (ix) pursuant to which any material indebtedness of Seller or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by Seller or any of its Subsidiaries of any material business or indebtedness of any material amounts of assets other Person (other than Seller or any of its Subsidiaries) (excluding trade payables arising in the ordinary course of business) with obligations remaining that would be material to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of Seller and its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000Subsidiaries; (x) any coal supply agreementpursuant to which Seller or its Subsidiaries currently performs mortgage loan servicing in a Securitization Transaction or a Servicing Transaction (each, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b"Servicing Agreement"); (xi) with any Contract involving swaps, futures, derivatives professional employee organization to provide services to Seller or similar instruments, regardless any of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesits Subsidiaries; (xii) with any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; andAffiliate; (xiii) containing any other Contract that is standstill or similar agreement pursuant to which Seller or any of its Subsidiaries has agreed not to acquire assets or securities of another Person; or (xiv) providing for indemnification by Seller or any of its Subsidiaries of any Person, except for contracts which are not material to the Peabody Businessbusiness as a whole or are entered into in the ordinary course. Each such Contract described in clauses (i) through (xiv) is referred to herein as a "Material Contract." (b) Peabody (i) Each of the Material Contracts (and those contracts which would be Material Contracts but for the exception of being filed as exhibits to the Seller SEC Reports) is valid and binding on Seller or its Affiliates Subsidiaries, as the case may be, and, to the Knowledge of Seller, each other party thereto and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have duly a Seller Material Adverse Effect, (ii) Seller and each of its Subsidiaries, and, to the Knowledge of Seller, each other party thereto, has performed and complied in all material respects with their respective obligations required to be performed by it under each Peabody Material Contract. None , except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect, (iii) neither Seller nor any of Peabody its Subsidiaries has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, would reasonably be expected to constitute, a default on the part of Seller or any of its Affiliates has received Subsidiaries under any notice of termination or default from any other party to such Peabody Material Contract. To , except where such default, either individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect, and (iv) to the Knowledge of PeabodySeller, there are no other party events or conditions which constitute, or, after notice or lapse of time or both, would reasonably be expected to such Peabody Material Contract is in constitute a default on the part of Seller or any of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Subsidiaries or any counterparty under such Material Contract, except as does not have, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Material Contracts. (a) Section 4.13(a3.06(a) of the Peabody Disclosure Letter Schedule sets forth a correct and complete list list, as of the date hereof hereof, of all Contracts, including any written amendments thereto, of the following types nature (x) by which any assets or properties of Contracts used Carlisle BV or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and (y) to which Peabody or any of its Affiliates Carlisle BV is a party or to which any (together with all Leases listed in Section 3.07(a)(ii) of the Peabody Contributed Assets or Disclosure Schedule, collectively, the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material ContractContracts”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge Contract involving aggregate consideration in excess of $100,000 (or other similar agreement pursuant to which the equivalent amount in Euro) or requiring performance by any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of party more than one year from the date hereof which is expected (excluding any Contract for employment), which, in each case, cannot be cancelled by Carlisle BV without penalty on less than 90 days’ notice; (ii) any Contract that relates to involve the payment sale of an amount any assets, other than sales of inventory in the Ordinary Course of Business, for consideration in excess of $10,000,000 100,000 (or receipt of an the equivalent amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractEuro) and (A) that has been entered into since January 1, 2012 or (B) under which Carlisle BV has ongoing obligations; (iii) any joint ventureContract that relates to the acquisition of any business, partnership a material amount of stock or similar organizational Contract involving a sharing assets of profits or losses related to all any other Person or any portion real property (whether by merger, sale of the Peabody Businessstock, sale of assets or otherwise), (A) that has been entered into since January 1, 2012 or (B) under which Carlisle BV has ongoing obligations; (iv) except for Contracts relating to trade receivables, any Contract granting relating to any Person Indebtedness (including, without limitation, guarantees), in each case having an option, right outstanding principal amount in excess of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes)$100,000; (v) any Contract that (A) provides for exclusive rights for between or among Carlisle BV on the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody one hand and BV Seller or any Affiliate of its Affiliates to provide any minimum level of service, in each case which BV Seller (1other than Carlisle BV) are, or in a manner which is, material to on the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyother hand; (vi) any collective bargaining agreement or Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody labor organization, union or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltyassociation; (vii) any Contract that obligates Carlisle BV not to compete with a remaining term of more than one year any business, or to conduct any business with only certain parties, or which otherwise restrains or prevents Carlisle BV from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of carrying on any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount lawful business in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penaltygeographic area; (viii) any Contract relating that relates to the disposition employment, compensation, severance, consulting, retention, transaction, change in control or acquisition by Peabody or similar Contract between Carlisle BV and any of its Affiliates officers, directors or other Employees or consultants of any material business or any material amounts of assets (other Carlisle BV who constitute Employees, excluding at will employment agreements that are terminable by Carlisle BV with no penalty on less than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof60 days’ notice; (ix) any lease Contract for capital expenditures or agreement the acquisition or construction of fixed assets for or in respect of any real property involving payments in excess of $100,000 (including or the equivalent amount in Euro), and are not otherwise included in the capital lease arrangementsexpenditure budget of Carlisle BV set forth on Section 3.06(a)(ix) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000Disclosure Schedule; (x) any coal supply agreementContract under which Carlisle BV has granted or received a license or sublicense or under which Carlisle BV is obligated to pay or has the right to receive a royalty, license fee or purchase order similar payment (excluding off-the-shelf or commitment to sell “shrink wrap” software license Contracts and any license Contract requiring annual payments of less than $50,000 (or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located equivalent amount in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(bEuro)); (xi) any Contract involving swaps, futures, derivatives with a Material Customer or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelinesMaterial Supplier; (xii) any development, sales representative, marketing, manufacturer’s representative or distribution Contract pursuant or Contract where Carlisle BV is required to which a Governmental Authority is providing tax abatements pay royalties or other similar economic incentives in connection with the Peabody Businesscommissions; and (xiii) any other Contract that is material to the Peabody Businessa joint venture or partnership Contract or a limited liability company operating agreement. (b) Peabody Each Material Contract is legal, valid, binding, and its Affiliates have duly performed and complied in all material respects with their respective obligations under enforceable against Carlisle BV and, to BV Seller’s Knowledge, each Peabody other party to such Material Contract, in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally and by general principles of equity). None of Peabody or any of its Affiliates has received any notice of termination or default from Neither Carlisle BV nor, to BV Seller’s Knowledge, any other party to such Peabody any Material Contract, is in material breach or material default under any Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody BV Seller has made available to Arch true Buyer a complete and complete copies correct copy of each Peabody of the Material ContractContracts.

Material Contracts. (a) Section 4.13(a) 4.19 of the Peabody Vendor Disclosure Letter sets forth a correct and complete list as of the date hereof of Schedule lists all of the following types of Contracts used written or held for use primarily in or related primarily to oral contracts, agreements and commitments (collectively, the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”"Allied Group Contracts"): (ia) all employment, consulting or personal services agreements or contracts with any loan and credit agreementpresent or former officer, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge director or other similar agreement pursuant to employee of any Acquired Subsidiary who has an annual salary of $125,000 or more (determined by using the currency in which any material Indebtedness for borrowed money is outstanding or may be incurredthey are paid); (iic) any Contract all contracts, agreements, agreements in principle, letters of intent and memoranda of understanding which call for or contemplate the future disposition (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right including restrictions on transfer and rights of first offer or refusal) or acquisition of (or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (vacquire) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete interest in any business or with enterprise by any Person in any geographical area Acquired Subsidiary, and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions contracts, agreements and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract commitments relating to the future disposition or acquisition by Peabody or any of its Affiliates a material portion of the assets and properties, of any material business or any material amounts of assets (Acquired Subsidiary other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ixd) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee ofall contracts, agreements with, or holds or operatescommitments to, any Tangible Personal Property for Person containing any provision or covenant relating to the indemnification or holding harmless by any Acquired Subsidiary of any Person which the annual rental costs exceed could result in a liability to an Acquired Subsidiary of $10,000,000500,000 or more; (xe) all leases or subleases of real property used in the conduct of business of any coal supply agreement, Acquired Subsidiary providing for annual rental payments to be paid by or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term on behalf of an Acquired Subsidiary of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located $500,000 in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b)each case; (xif) all contracts or agreements committing any Contract involving swaps, futures, derivatives or similar instruments, regardless Acquired Subsidiary to make a capital expenditure in excess of value, except such Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines$500,000; (xiig) all guarantees or other commitments or undertakings under which any Acquired Subsidiary may be primarily, secondarily, contingently or conditionally liable for or in respect of (or which creates, constitutes or evidences a Lien on any of the assets or properties of any Acquired Subsidiary which secures the payment or performance of) any Contract pursuant present or future liability or obligation of or to which a any member of the Allied Group or any officer or director of the Allied Group; (h) all Allied Guarantees; (i) all contracts, agreements and undertakings with any Governmental Authority is providing tax abatements Entity or other Person which contain any provision or covenant limiting (x) the ability of any Acquired Subsidiary to engage in any line of business, to compete with any Person, to do business with any Person or in any location or to employ any Person or (y) the ability of any Person to compete with or obtain products or services from any Acquired Subsidiary; (j) all outstanding proxies, powers of attorney or similar economic incentives in connection with delegations of authority granted by any Acquired Subsidiary to any member of the Peabody BusinessAllied Group or any other Person; and (xiiik) any other Contract that is material The Vendors shall make available to the Peabody Business. Purchaser within 15 days of the execution and delivery of this Agreement a true and correct copy of each Allied Group Contract, other than those referred to in paragraph (b) Peabody above, which shall be delivered immediately after the Closing. Each of the Allied Group Contracts is in full force and its Affiliates have duly performed effect and complied in all material respects with their respective obligations under each Peabody Material Contract. None constitutes a legal, valid and binding obligation of Peabody or any of its Affiliates has received any notice of termination or default from any other the Acquired Subsidiary which is a party to such Peabody Material Contractit, and, to the knowledge of the Vendors, of each other Person that is a party to it. To Except as set forth in Section 4.19 of the Knowledge Vendor Disclosure Schedule, no Acquired Subsidiary is, and, to the knowledge of Peabodythe Vendors, no other party to such Peabody Material any Allied Group Contract is is, in violation, breach or default of its obligations thereunder. (c) such Allied Group Contract or, with or without notice or lapse of time or both, would be in violation, breach or default of any such Allied Group Contract, except for any violation, breach or default which, individually or in the aggregate, could not result in a Material Adverse Effect on the Acquired Subsidiaries. Except as set forth on in Section 4.13(c) 4.19 of the Peabody Vendor Disclosure LetterSchedule, Peabody has made available to Arch true and complete copies no Allied Group Contract provides that any party thereto other than an Acquired Subsidiary may terminate such Allied Group Contract by reason of each Peabody Material Contractthe execution of this Agreement or the consummation of the Acquisition.

Material Contracts. (a) Except for this Agreement, Section 4.13(a3.16(a) of the Peabody Seller Disclosure Letter Schedules sets forth a complete and correct and complete list list, as of the date hereof of all this Agreement, of the following types of Contracts used or held for use primarily each Contract described in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and this Section 3.16(a) to which Peabody or any of its Affiliates an Acquired Company is a party and has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of the Peabody Contributed Assets their respective properties or the Peabody Transferred Subsidiaries are assets is subject, in each case other than any Excluded Assets as of the date of this Agreement (each, a all Contracts of the type described in this Section 3.16(a) being referred to herein as the “Peabody Material ContractContracts”): (i) any loan and credit agreementpartnership, Contractjoint venture, note, debenture, bond, indenture, mortgage, security agreement, pledge strategic alliance or other similar agreement pursuant collaboration Contract that is material to which any material Indebtedness for borrowed money is outstanding or may be incurredthe Acquired Companies taken as a whole; (ii) any Contract that (other than A) purports to materially limit either the type of business in which any coal supply agreementof the Acquired Companies (or, after the Closing, ListCo) may engage, the geographic area in which any of them may engage in any business, the solicitation by any of them of the employment of any Person or purchase order or commitment the ability of any of them to sell or offer to sell coalpurchase from any person or (B) with a remaining term would require the disposition of more than one year from any material assets or line of business of the date hereof which is expected to involve Acquired Companies (or, after the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such ContractClosing, ListCo); (iii) any joint venture, partnership each acquisition or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any divestiture Contract that (A) provides for exclusive rights for the benefit of any third partycontains representations, (B) grants “most favored nation” status to any third party covenants, indemnities or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated other obligations (including such restrictive provisions“earn-out” or other contingent payment obligations) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not would reasonably be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve result in the payment receipt or making of an amount future payments in excess of $10,000,000 1,000,000 in the aggregate during 12-month period following the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Peabody or any of its Affiliates of any material business or any material amounts of assets date hereof (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Peabody or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such customer and vendor Contracts entered into as a hedging activity in the ordinary course of business consistent with Peabody’s past practice); (iv) each other Contract relating to outstanding Indebtedness of an Acquired Company for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $2,500,000 other than (A) Contracts solely among an Acquired Company and any wholly owned Acquired Subsidiary or a guarantee by an Acquired Company or any wholly owned Acquired Subsidiary; (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $2,500,000, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon); and internal policy guidelines(C) any Contracts relating to Indebtedness explicitly included in the Company Financial Statements; (v) each Contract pursuant to which an Acquired Company has an obligation to indemnify any officer, director or employee of such Acquired Company or another Acquired Company; (vi) any Contract (excluding licenses for commercially available technology that are generally available for fees of no more than $1,000,000 annually or in the aggregate) under which an Acquired Company is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights of a third party, which Contract is material to any of the Acquired Companies’ businesses; (vii) any Contract under which an Acquired Company has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights of an Acquired Company, which Contract is material to any of the Acquired Companies’ businesses, (other than any non-exclusive license granted by an Acquired Company in the ordinary course of business), or relating to the development, ownership, use, registration or enforcement of any material Company Owned IP; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement of an Acquired Company; (ix) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with a notional value in excess of $1,000,000; (x) any Collective Bargaining Agreement; (xi) any Contract with any former employee of the Acquired Companies under which the Acquired Companies continues to have any actual or contingent liability; (xii) any Contract pursuant with any independent contractor or consultant referred to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with Section 3.13(f) of the Peabody Business; andSeller Disclosure Schedules; (xiii) any Contract with any staffing agency, temporary labor agency, professional employer agency, or similar entity whose fees are at least $350,000 per year in fees in the aggregate; (xiv) any Contract involving the settlement of any action or threatened action (or series of related actions) that will (A) involve payments after the date hereof of consideration in excess of $1,000,000 or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; (xv) any Contract that imposes a Lien, other than a Permitted Lien, on any material assets of one or more Acquired Companies; (xvi) each Material Lease; (xvii) each Affiliate Agreement; (xviii) each current contract with a Governmental Authority or prime contractor pursuant to a contract with a Governmental Authority and any bid for a contract with a Governmental Authority, other than permits issued by a Governmental Authority; and (xix) any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination of which would be reasonably expected to have a Company Material Adverse Effect and is material not disclosed pursuant to the Peabody Businessother clauses of this Section 3.16(a). (b) Peabody and its Affiliates have duly performed and complied No Acquired Company is in all material respects with their respective obligations under each Peabody Material Contract. None breach of, or material default under, the terms of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of PeabodySeller, as of the date hereof, no other party to such Peabody any Material Contract is in breach of, or default under, the terms of its obligations thereunder. any Material Contract, no Acquired Company has received any written claim or notice of material breach of or material default under any Material Contract and no event has occurred that individually or together with other events would reasonably be expected to result in a material breach of or a material default under any Material Contract by any Acquired Company (cin each case, with or without notice or lapse of time or both). Each Material Contract is in full force and effect and is a valid and binding obligation of each Acquired Company that is party thereto and, to the Knowledge of Seller, of each other party thereto, except that (i) Except such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. To the Knowledge of the Seller, except as set forth on in Section 4.13(c3.16(b) of the Peabody Seller Disclosure LetterSchedules, Peabody as of the date hereof, no party has made available indicated to Arch true and complete copies of each Peabody any Acquired Company its intent to terminate or modify any Material ContractContract in a manner materially adverse to any Acquired Company.

Material Contracts. (a) Section 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of Schedule 4.29 lists the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to contracts and assumed by the JV Entities as of the Closing Date and other agreements (“Material Agreements”) to which Peabody or any of its Affiliates the Buyer is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): party: (i) any loan and credit agreementagreement (or group of related agreements) for the lease of real or personal property, Contractincluding capital leases, note, debenture, bond, indenture, mortgage, security agreement, pledge to or other similar agreement pursuant to which from any material Indebtedness person providing for borrowed money is outstanding or may be incurred; annual lease payments in excess of $25,000; (ii) any Contract (other than any coal supply licensing agreement, or purchase order any agreement forming a partnership, strategic alliances, profit sharing or commitment to sell joint venture; (iii) any agreement (or offer to sell coalgroup of related agreements) with a remaining term of more than one year from the date hereof under which is expected to involve the payment of an amount it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $10,000,000 10,000, or receipt under which a security interest has been imposed on any of an amount its assets, tangible or intangible; (iv) any profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers, directors and managers or any of the Buyer’s employees; (v) any employment or independent contractor agreement providing annual compensation in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership 10,000 or similar organizational Contract involving a sharing of profits providing post-termination or losses related to all severance payments or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer benefits or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may cannot be terminated cancelled without more than thirty (including such restrictive provisions30) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; notice; (vi) any Contract that restricts in agreement with any material respect the ability of Peabody current or its Affiliates (former officer, director, shareholder, members, manager or could restrict in any material respect the ability affiliate of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; Buyer; (vii) any Contract with a remaining term agreements relating to the acquisition (by merger, purchase of more than one year from units or assets or otherwise) by the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements Buyer of any product operating business or service from a third party material assets or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates capital stock of any material penalty; other person; (viii) any Contract relating to agreements for the disposition or acquisition by Peabody or sale of any of its Affiliates the assets of any material business or any material amounts of assets (the Buyer, other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; ; (ix) any lease outstanding agreements of guaranty, surety or agreement (including capital lease arrangements) under which Peabody indemnification, direct or any of its Affiliates is lessee ofindirect, or holds or operates, any Tangible Personal Property for which by the annual rental costs exceed $10,000,000; Buyer; (x) any coal supply agreementroyalty agreements, licenses or purchase order other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or commitment to sell or offer to sell coal, (A) with click-through license agreements on reasonable terms for a remaining term license fee of no more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(b) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(b$10,000); ; and (xi) any Contract involving swaps, futures, derivatives other agreement under which the consequences of a default or similar instruments, regardless of value, except such Contracts entered into as termination could reasonably be expected to have a hedging activity in Material Adverse Effect on the ordinary course of business consistent with Peabody’s past practice and internal policy guidelines; (xii) Buyer including any Contract pursuant to which a Governmental Authority is providing tax abatements or other similar economic incentives in connection with the Peabody Business; and (xiii) any other Contract that is material to the Peabody Businesscustomer agreements. (b) Peabody and its Affiliates have duly performed and complied in all material respects with their respective obligations under each Peabody Material Contract. None of Peabody or any of its Affiliates has received any notice of termination or default from any other party to such Peabody Material Contract. To the Knowledge of Peabody, no other party to such Peabody Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 4.13(c) of the Peabody Disclosure Letter, Peabody has made available to Arch true and complete copies of each Peabody Material Contract.