Peabody Energy (BTU) 8-K/AEntry into a Material Definitive Agreement

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

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

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

On or about the date of this Deed, Issuer and the Subscriber entered into the Dawson Option Deed pursuant to which the Subscriber may acquire the Shares and the Dawson Assets.

The Subscriber has agreed to subscribe for Loan Notes issued by the Issuer to fund the Issuer’s acquisition of the Shares and the Dawson Assets and, to the extent necessary, any deferred consideration, Calls, consideration adjustments amounts and duty payable by the Issuer in respect of the Shares and the Dawson Assets.

The Guarantors are party, or will become party, to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 8.

Definitions and Interpretation

Definitions

this Deed;

each Security Document; and

any other document which the Subscriber and Issuer agree to be a Finance Document; and

any document or agreement entered into, given under or in connection with, or for the purpose of, amending or novating any of the above.

Anglo Coal (Dawson South) Pty Ltd (ACN 008 713 791)

Anglo Coal (Dawson South Management) Pty Ltd;

Anglo Coal (Theodore South) Pty Limited (ACN 081 022 353);

Anglo Coal (Dawson) Holdings Pty Limited (ACN 100 197 699) ;

Anglo Coal (Dawson) Limited (ACN 100 155 342);

Anglo Coal (Dawson Management ) Pty Ltd (ACN 006 746 701);

Anglo Coal (Dawson Services) Pty Ltd (ACN 087 886 593); and

Dawson Coal Processing Pty Ltd (ACN 121 419 403).

it becomes insolvent within the meaning of section 95A, or is taken to have failed to comply with a statutory demand under section 459F(1), or must be presumed by a court to be insolvent under section 459C(2), or is the subject of a circumstance specified in section 461 (whether or not an application to court has been made under that section) or, if the person is a Part 5.7 body, is taken to be unable to pay its debts under section 585, of the Corporations Act;

it is the subject of, or an order or an application is made for, or an effective resolution is passed or meeting summoned or convened to consider a resolution for:

its winding up, deregistration, liquidation, provisional liquidation, administration, bankruptcy or other proceeding for which an administrator, controller or managing controller (each as defined in the Corporations Act), trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity is appointed, or an analogous or equivalent event or proceeding in any jurisdiction; or

an arrangement, moratorium, assignment or composition with or for the benefit of its creditors or any class or group of them;

an administrator, controller or managing controller (each as defined in the Corporations Act), trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity is appointed to it or any of its assets or a step is taken to do so;

a step is taken under section 601AA, 601AB or 601AC of the Corporations Act to cancel its registration;

it stops or suspends payment to creditors generally; or

an analogous or equivalent event to any listed above occurs in any jurisdiction.

GST;

statutory outgoings;

conveyancing costs, reasonable sales and marketing costs, commissions;

any other out of pocket costs and expenses which are properly incurred by a Peabody Group member with respect to the disposal of that Participating Interest; and

where the disposal is a direct disposal of the Participating Interest (rather than the shares in the relevant Peabody Group member which holds the Participating Interest), the amount of any outstanding Liabilities owed by the relevant Peabody Group member as the holder of the Participating Interest (including the Liability for any unpaid Call) to the extent these are not assumed by the person acquiring the Participating Interest to the satisfaction of Peabody acting reasonably.

in respect of the Deposit Loan Notes, three Business Days after the date on which any Peabody Group member is refunded (or otherwise credited to the benefit of any Peabody Group member) any part of the Dawson Deposit attributable to the relevant Loan Notes;

in respect of any Dawson Main Loan Notes outstanding, three Business Days after the date on which the Dawson Participating Interest is disposed of (directly or indirectly) by a Peabody Group member;

in respect of any Dawson South Loan Notes outstanding, three Business Days after the date on which the Dawson South Participating Interest is disposed of (directly or indirectly) by a Peabody Group member;

in respect of any Dawson South Exploration Loan Notes outstanding, three Business Days after the date on which the Dawson South Exploration Participating Interest is disposed of (directly or indirectly) by a Peabody Group member;

in respect of any Theodore South Loan Notes outstanding, three Business Days after the date on which the Theodore South Participating Interest is disposed of (directly or indirectly) by a Peabody Group member;

in respect of any Dawson Adjustment Amount Loan Notes outstanding, three Business Days after the date on which the relevant Joint Venture to which the Dawson Adjustment Amount Loan Notes relate is disposed of (directly or indirectly) by a Peabody Group member; or

in respect of all of the Loan Notes, the date of disposal (directly or indirectly) of the relevant Participating Interest following termination of the Dawson Option Deed,

Anglo American Steelmaking Coal Assets Eastern Australia Limited (ACN 009 727 851) in respect of the shares in Anglo Coal (Dawson South) Pty Ltd (ACN 008 713 791) owned by Anglo American Steelmaking Coal Assets Eastern Australia Limited (ACN 009 727 851) and related rights;

Anglo American Steelmaking in respect of the shares in Anglo Coal (Theodore South) Pty Limited (ACN 081 022 353) owned by Anglo American Steelmaking and related rights;

Anglo American Steelmaking in respect of the shares in Anglo Coal (Dawson) Holdings Pty Limited (ACN 100 197 699) owned by Anglo American Steelmaking and related rights.

Terms defined in the Dawson Option Deed

Related Loan Notes

Anglo Dawson Holdings, Anglo Dawson Holding Shares, Anglo Dawson, the Dawson Joint Venture Assets, the Dawson JVA, the Dawson Joint Venture, and the Dawson Main Loan Notes;

the Anglo Dawson South Shares, Anglo Dawson South and:

the Dawson South Participating Interest, the Dawson South JVA, the Dawson South Joint Venture and the Dawson South Loan Notes; and

the Dawson South Exploration Participating Interest, the Dawson South Exploration JVA, the Dawson South Exploration Joint Venture and the Dawson South Exploration Loan Notes; and

the Anglo Theodore South Shares, Anglo Theodore South, Theodore South Participating Interest, the Theodore South JVA, the Theodore South Joint Venture and the Theodore South Loan Notes.

Interpretation

Loan Notes

Creation of Deposit Loan Notes

the Issuer shall create and enter into the Register the Deposit Loan Notes in favour of the Subscriber with a principal amount equal to:

in respect of the Dawson Main Deposit Loan Notes, the Dawson Main Deposit Amount;

in respect of the Dawson South Loan Notes, the Dawson South Deposit Amount;

in respect of the Dawson South Exploration Deposit Loan Notes, the Dawson South Exploration Deposit Amount; and

in respect of the Theodore South Deposit Loan Notes, the Theodore South Deposit Amount;

the Subscriber shall subscribe for the Deposit Loan Notes referred to in clause 2.1(a) by paying to the Issuer a subscription price of 100 per cent of the principal amount of such Deposit Loan Notes.

Creation of Upfront Consideration Loan Notes

the Issuer shall create and enter into the Register the Upfront Consideration Loan Notes in favour of the Subscriber with a principal amount equal to:

in respect of the Dawson Main Upfront Consideration Loan Notes, the Dawson Main Upfront Consideration Amount;

in respect of the Dawson South Upfront Consideration Notes, the Dawson South Upfront Consideration Amount;

in respect of the Dawson South Exploration Upfront Consideration Loan Notes, the Dawson South Exploration Upfront Consideration Amount; and

in respect of the Theodore South Upfront Consideration Loan Notes, the Theodore South Upfront Consideration Amount;

the Subscriber shall subscribe for the Upfront Consideration Loan Notes referred to in Clause 2.2(a) by paying to the Issuer a subscription price of 100 per cent of the principal amount of such Upfront Consideration Loan Notes.

Creation of the Deferred Consideration Loan Notes

the Issuer shall create and enter into the Register the Deferred Consideration Loan Notes in favour of the Subscriber with a principal amount equal to (as applicable):

in respect of the Dawson Main Deferred Consideration Loan Notes, the DDC Amount attributable to the portion of the Dawson Main Deferred Consideration Amount then due to be paid under the SMC SPA;

in respect of the Dawson South Deferred Consideration Loan Notes, the DDC Amount attributable to the portion of the Dawson South Deferred Consideration Amount then due to be paid under the SMC SPA;

in respect of the Dawson South Exploration Deferred Consideration Loan Notes, the DDC Amount attributable to the portion of the Dawson South Exploration Deferred Consideration Amount then due to be paid under the SMC SPA; and

in respect of the Theodore South Deferred Consideration Loan Notes, the DDC Amount attributable to the portion of the Theodore South Deferred Consideration Amount then due to be paid under the SMC SPA;

the Subscriber shall subscribe for the Deferred Consideration Loan Notes referred to in clause 2.3(a) by paying to the Issuer a subscription price of 100 per cent of the principal amount of such Deferred Consideration Loan Notes.

Creation of the Cash Call Loan Notes

the Issuer shall create and enter into the Register the Cash Call Loan Notes in favour of the Subscriber with a principal amount equal to (as applicable):

in respect of the Dawson Main Cash Call Loan Notes, the CC Amount attributable to the Dawson Main Cash Call Amount then due to be paid under the Dawson JVA;

in respect of the Dawson South Cash Call Loan Notes, the CC Amount attributable to the Dawson South Cash Call Amount then due to be paid under the Dawson South JVA;

in respect of the Dawson South Exploration Cash Call Loan Notes, the CC Amount attributable to the Dawson South Exploration Cash Call Amount then due to be paid under the Dawson South Exploration JVA; and

in respect of the Theodore South Cash Call Loan Notes, the CC Amount attributable to the Theodore South Cash Call Amount then due to be paid under the Theodore South JVA;

the Subscriber shall subscribe for the Cash Call Loan Notes referred to in clause 2.4(a) by paying a subscription price of 100 per cent of the principal amount of such Cash Call Loan Notes.

Creation of the Dawson Adjustment Amount Loan Notes

the Issuer shall create and enter into the Register the Dawson Adjustment Amount Loan Notes in favour of the Subscriber with a principal amount equal to the Dawson Adjustment Amount; and

the Subscriber shall subscribe for the Dawson Adjustment Amount Loan Notes referred to in Clause 2.5(a) by paying a subscription price of 100 per cent of the principal amount of such Loan Notes.

Creation of Duty Loan Notes

the Issuer shall create and enter into the Register the relevant Duty Loan Notes in favour of the Subscriber with a principal amount equal to:

in respect of the Dawson Main Duty Loan Notes, the Dawson Main Duty Amount;

in respect of the Dawson South Duty Loan Notes, the Dawson South Duty Amount;

in respect of the Dawson South Exploration Duty Loan Notes, the Dawson South Exploration Duty Amount; and

in respect of the Theodore South Duty Loan Notes, the Theodore South Duty Amount;

the Subscriber shall subscribe for the Duty Loan Notes referred to in Clause 2.6(a) by paying to the Issuer a subscription price of 100 per cent of the principal amount of such Duty Loan Notes.

Purpose

in respect of the Deposit Loan Notes, the Upfront Consideration Loan Notes, the Deferred Consideration Loan Notes and the Dawson Adjustment Amount Loan Notes, the SMC Dawson Purchase Price under the SMC SPA;

in respect of the Duty Loan Notes, payment of the relevant Duty Amount; and

in respect of the Cash Call Loan Notes, payment of the relevant Call under the relevant Joint Venture Agreement.

Conditions of subscription

the Dawson Option Deed being entered into between, amongst others, the Issuer and the Subscriber,

the SMC SPA being entered into between, amongst others, the SMC Seller and the Issuer;

the Dawson Option Deed and (up until SMC Completion) the SMC SPA remaining in full force and effect at the relevant time;

in respect of the Deposit Loan Notes and the Upfront Consideration Loan Notes, an Insolvency Event not subsisting in respect of the Issuer at the relevant time;

other than in respect of the Deposit Loan Notes and the Upfront Consideration Loan Notes, no Event of Default subsisting at the relevant time; and

in respect of any Dawson Deferred Consideration Loan Notes and Cash Call Loan Notes, the Obligors having complied with clause 6.5.

Acknowledgement of Debt

agrees to pay principal and interest in respect of each Loan Note in accordance with this Deed; and

acknowledges that it is indebted to the Subscriber for the Principal Outstanding from time to time.

Nature and Status of Loan Notes

Constitution and title

Status

Interest and Repayment

Interest

In the event that SMC Completion does not occur or the Issuer or any member of the Buyer Group does not acquire any part of the Dawson Sale Interest, the amount of interest that the Subscriber will be entitled to in respect of any Loan Notes issued in respect of the Dawson Deposit will be equal to nil.

Subject to clause 4.1(a), interest accrues at the Coupon Rate on a daily basis on the Principal Outstanding of each Loan Note (including, if SMC Completion occurs or the Issuer or any member of the Buyer Group acquires any part of the Dawson Sale Interest, any outstanding Deposit Loan Note) during the period from the issue of that Loan Note to its redemption in full.

Accrued interest on each Loan Note is payable by the Issuer to the Subscriber on each Coupon Payment Date.

[***].

Repayment

The Issuer shall redeem the Loan Notes on the relevant Redemption Date for those Loan Notes by paying to the Subscriber on that Redemption Date the applicable Redemption Amount in respect of the relevant Loan Notes and any other amounts accrued but unpaid in respect of the relevant Loan Notes under the Finance Documents.

The Subscriber and the Issuer acknowledge and agree that if Completion occurs in respect of:

the Anglo Dawson Holdings Shares or the Dawson Joint Venture Assets, then the Redemption Amount in respect of the Dawson Main Loan Notes will be deemed to have been fully and finally repaid by way of set-off against the consideration payable by the Subscriber under the Dawson Option Deed for the Anglo Dawson Holdings Shares or the Dawson Joint Venture Assets;

the Anglo Dawson South Shares, then:

the Redemption Amount in respect of the Dawson South Loan Notes will be deemed to have been fully and finally repaid by way of set-off against the consideration payable by the Subscriber; and

the Redemption Amount in respect of the Dawson South Exploration Loan Notes will be deemed to have been fully and finally repaid by way of set-off against the consideration payable by the Subscriber,

under the Dawson Option Deed for the Anglo Dawson South Shares; and

the Theodore South Shares, then the Redemption Amount in respect of the Theodore South Loan Notes will be deemed to have been fully and finally repaid by way of set-off against the consideration payable by the Subscriber under the Dawson Option Deed for the Theodore South Shares; and

a Joint Venture in respect of which Dawson Adjustment Amount Loan Notes have been issued, the Redemption Amount in respect of those Dawson Adjustment Amount Loan Notes will be deemed to have been fully and finally repaid by way of set-off against the consideration payable by the Subscriber under the Dawson Option Deed for the Participating Interest in the relevant Joint Venture.

Redemption Amount

The redemption amount (Redemption Amount) in respect of a class of Loan Notes (the Relevant Loan Notes) will be equal to [***].

[***].

[***].

Fair Market Value

The fair market value of a Participating Interest (Fair Market Value) will be the amount in cash agreed between the Issuer and the Subscriber on or before the date falling 60 days before the Put Option Exercise Period Commencement Date as determined by the Subscriber (acting reasonably and in consultation with the Issuer) or, if agreement is not reached by that date, the fair market value of that Relevant Participating Interest as determined at the request of the Subscriber by a suitably qualified independent expert nominated by the Subscriber, except where required in clause 7.1(b) in which case the parties will agree a suitably qualified independent expert and if not agreed within 10 Business Days, either party may request that the Resolution Institute ABN 69 008 651 232 appoint a suitably qualified independent expert (Expert).

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

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

Representations and warranties

General representations and warranties

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

it has taken all necessary action and has all requisite power and authority to enter and perform this Deed and the other Finance Documents;

each Finance Document (to which it is a party) constitutes (or will constitute when executed) valid, legal and binding obligations on it in accordance with their terms; and

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

Obligor representations and warranties

subject to any stamping and registration requirements, applicable equitable principles and laws generally affecting creditors’ rights, each Security Document when executed will be valid and effective security over the Secured Property under the relevant Security Document with the priority and ranking expressed in the relevant Specific Security Deed;

there is no Encumbrance over any of its Secured Property other than a Permitted Encumbrance; and

its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Repetition of representations and warranties

the date of this Deed;

the date an additional Guarantor accedes to this Deed; and

on each date on which Loan Notes are created in accordance with the terms of this Deed,

Undertakings

Compliance with laws

Authorisations

obtain, comply with and do all that is necessary to maintain in full force and effect; and

on written request, supply certified copies to the Subscriber of,

Negative pledge; disposals

create or permit to subsist any Encumbrance in or over any Secured Property, other than a Permitted Encumbrance; or

dispose of all or any party of its Secured Property.

No winding up

Security

each Limited Security Provider enters into the relevant Specific Security Deed in favour of the Subscriber and has delivered to the Subscriber:

the relevant Specific Security Deed for that Limited Security Provider, duly executed by that Limited Security Provider;

any notices or documents required to be given or executed under the terms of the relevant Specific Security Deed, including without limitation title documents and transfers in blank in respect of any marketable securities the subject of the relevant Specific Security Deed;

evidence that any other step then required to be taken under the terms of the relevant Specific Security Deed have been taken;

evidence that the provisions of Part 2J.3 of the Corporations Act have been complied with in relation to the relevant Specific Security Deed and the transactions contemplated under them;

a copy of any Authorisation or other document, opinion or assurance which the Subscriber considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the relevant Specific Security Deed or for the validity and enforceability of any Finance Document; and

each entity which is expressed to be a party to a Security Document (other than a Limited Security Provider) accedes to this Deed as a guarantor and enters into the relevant Security Document in favour of the Subscriber, in each case in accordance with clause 9.

Event of Default

Events of Default

subject to the Buyer not being in default under the Dawson Option Deed, an Obligor fails to comply with its obligations that it is required to satisfy at Completion under clause 18 of the Dawson Option Deed and, if applicable, Schedule 3 of the Dawson Option Deed, and the Buyer gives notice to terminate the Dawson Option Deed in accordance with clause 18.7(c) of the Dawson Option Deed;

an Obligor fails to comply with its obligations under the Dawson Option Deed, including in respect of conduct between SMC Completion and Completion, which failure has a material impact on the Fair Market Value of the Dawson Sale Interest (excluding the extent to which such impact is related to any decision of any Group Company at any time after such Group Company has a majority of directors who have been nominated by or on behalf of the Subscriber in accordance with the Consultancy Services Agreements or Secondment Agreements), and the Buyer terminates the Dawson Option Deed; and

an Insolvency Event occurs in relation to an Obligor.

Consequences of Event of Default

suspend its subscription of Loan Notes pursuant to Clause 2.1;

declare that all or part of the Loan Notes, together with all other amounts accrued or outstanding under the Finance Documents (except the amount of any interest capitalised under clause 4.1(d)(i) which will remain payable in accordance with clause 4), be immediately due and payable, at which time they will become immediately due and payable; and/or

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

Guarantee and Indemnity

Each Obligor irrevocably and unconditionally:

guarantees, as a primary obligation to the Subscriber, the due and punctual performance by each Issuer Party of all the obligations of each Issuer Party under the Finance Documents (Issuer Guaranteed Obligations) in accordance with this clause 8;

undertakes to the Subscriber that:

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

whenever an Issuer Party fails to perform any other Issuer Guaranteed Obligation, it shall immediately on demand perform (or

so that the same benefits are conferred on the Subscriber as they would have received if such Issuer Guaranteed Obligations had been performed and satisfied by the Issuer Party (as relevant); and

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

the failure of an Issuer Party to perform any of the Issuer Guaranteed Obligations; or

any Issuer Guaranteed Obligation becoming unenforceable, invalid or illegal.

The guarantee in this clause 8 is a continuing guarantee and will extend to the ultimate balance of sums payable by each Issuer Party in respect of the Issuer Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by any Issuer Party or any discharge of any obligations of an Issuer Party or any security for those obligations or otherwise is avoided or reduced because of insolvency or any similar event:

the liability of each Issuer Party will continue as if the payment discharge, avoidance or reduction had not occurred; and

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

The obligations of each Obligor under this clause 8 will not be affected by any act, omission, matter or thing which, but for this clause 8(d), would reduce, release or prejudice any of its obligations under this clause (whether or not known to the Subscriber, the Issuer Party or an Obligor) including:

any time, waiver or consent granted to, or composition with, an Issuer Party or any other person;

the release of an Issuer Party or any other person under the terms of any composition or arrangement with any creditor;

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

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

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

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

any insolvency or similar proceedings.

Each Obligor waives any right it may have of first requiring the Subscriber to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Obligor under this clause 8. This waiver applies irrespective of any law or any provision of this Deed to the contrary.

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

the Subscriber may refrain from applying or enforcing any other money, security or rights held or received by the Subscriber in respect of those amounts or apply and enforce the same in such manner and order as they see fit (whether against those amounts or otherwise), and no Issuer Party shall be entitled to the benefit of the same;

the Subscriber may hold in an interest-bearing suspense account any money received from an Issuer Party or on account of an Issuer Party’s liability under this clause 8;

no Issuer Party shall exercise any rights which it may have by reason of performance by it of the Issuer Guaranteed Obligations to be indemnified by an Issuer Party or to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of an Issuer Party in respect of the Issuer Guaranteed Obligations or of any other guarantee or security taken pursuant to, or in connection with, the Issuer Guaranteed Obligations by the Subscriber; and

no Issuer Party shall claim from another Issuer Party any sums which may be owing to it from the other Issuer Party or have the benefit of any set-off or counter claim or proof against, or dividend, composition or payment by, the other Issuer Party.

Each Issuer Party undertakes to hold any security taken from another Issuer Party in connection with this guarantee in trust for the Subscriber pending discharge in full of all the Issuer Parties’ obligations under this clause 8.

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

Additional Guarantors

Requirements of Additional Guarantors

an Accession Deed in respect of the relevant entity, duly completed and executed by the Issuer and the relevant entity;

subject to clause 9.2, the Security Document for the relevant entity, duly executed by the relevant entity;

any notices or documents required to be given or executed under the terms of that Security Document, including without limitation title documents and transfers in blank in respect of any marketable securities the subject of that Security Document;

evidence that any other step then required to be taken under the terms of that Security Document have been taken;

evidence that the provisions of Part 2J.3 of the Corporations Act have been complied with in relation to the Security Document, the Accession Deed, and the transactions contemplated under them;

in the case of a party to a General Security Deed which is a party to a Joint Venture Agreement, a Deed of Priority (as defined in the relevant Joint Venture Agreement) duly executed by the Buyer; and

a copy of any Authorisation or other document, opinion or assurance which the Subscriber considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Security Document or the Accession Deed or for the validity and enforceability of any Finance Document.

General Security Deed

The parties acknowledge and agree that the requirement of Guarantor which is a party to a Joint Venture Agreement to provide security over a Participating Interest under the General Security Deed is subject to satisfaction of the requirements of the relevant Joint Venture Agreement, including execution of a Deed of Priority by the Subscriber.

The parties will use reasonable endeavours to seek to obtain the execution of a Deed of Priority by the parties to each of the relevant Joint Venture Agreements.

Register of Loan Notes

Maintain Register of Loan Notes

The Register

The Issuer shall record or cause to be recorded the following information in the Register in respect of each Loan Note:

its issue date and Principal Outstanding from time to time;

the name and address of the holder of the Loan Note;

the account or address in Australia to which payments to the holder of the Loan Note are to be made; and

details of all repayments, prepayments and redemption of all or part of that Loan Note.

The Issuer shall update the Register to note any changes or as otherwise required to rectify any errors in the Register of which it becomes aware or of which it has been notified.

Register of Loan Notes is paramount

Inspection of Register

Certified extracts from Register

General

General

“Buyer”, “Buyer Guarantor” and “Buyer Group member” is deemed to be a reference to the Subscriber; and

“Peabody” and “Peabody Group member” is deemed to be a reference to the Issuer and its subsidiaries; and

A reference to “this Agreement” is deemed to be a reference to this “Deed”.

Third party security

Further Assurances

to ensure any Finance Document (or any security interest (as defined in the PPSA) or other Encumbrance under any Finance Document) is fully effective, enforceable and perfected with the contemplated priority;

for more satisfactorily assuring or securing to the Subscriber the property the subject of any such security interest or other Encumbrance in a manner consistent with the Finance Documents; or

for aiding the exercise of any power in any Finance Document,

Notices

Any notice or other communication given under this Deed or in connection with the matters contemplated in this Deed will, except where otherwise specifically provided, be in writing in the English language, addressed as provided in Clause 8.3(b) and served:

by hand to the relevant address, in which case it will be deemed to have been given upon delivery to that address, but any notice delivered outside

by courier (or if from any place outside the country where the relevant address is located, by air courier) to the relevant address, in which case it will be deemed to have been given three Business Days after its delivery to a representative of the courier; or

by e-mail to the relevant e-mail address, in which case it will, subject to no automated notification of delivery failure being received by the sender, be deemed to have been given when sent, but any e-mail sent outside Working Hours will be deemed given at the start of the next period of Working Hours.

Notices under this Deed must be sent for the attention of the person and to the address or e-mail address, subject to Clause 11.4(c), as set out below:

For the Issuer:

Any notice or other communication under this Deed will not be invalid by reason that a copy is not delivered to any addressee nominated to receive a copy.

Each party to this Deed may notify each other party of any change to its address or other details specified in clause 11.4(b), but such notification will only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.

Governing Law and Jurisdiction

This Deed and any non-contractual rights or obligations arising out of or in connection with it is governed by and must be construed in accordance with the laws of Queensland.

The Issuer irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.

The Issuer irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

The Issuer irrevocably waives any immunity in respect of its obligations under this Deed that it may acquire from the jurisdiction of any court or any legal process for any reason including the service of notice, attachment before judgment, attachment in aid of execution or execution.

Language

Definitions and interpretation

Definitions

any Distributions paid or payable, any bonus shares or other Marketable Securities issued, and any rights to take up Marketable Securities, in respect of the Shares;

any proceeds of, or from the disposal of or other dealing with, any Shares;

any rights or Marketable Securities resulting from the conversion, consolidation, subdivision, redemption, cancellation, reclassification or forfeiture of any Share;

any in specie distribution in respect of any Shares; and

rights consequent upon a reduction of capital, buy-back, liquidation or scheme or arrangement,

all accounts and chattel paper of that Grantor to the extent transferred in accordance with clauses 2.1(b)(i); and

any Mortgaged Property of that Grantor.

in respect of any Secured Property of any Grantor, that is, or would have been, a Revolving Asset:

that Grantor:

creates or permits to subsist a Security;

makes a disposal; or

enters into an arrangement,

a person takes a step (including signing a notice or direction) which would be reasonably likely to result in Taxes or an amount owing to a Governmental Agency, ranking ahead of the Security; or

distress is levied or a judgment, order or Security Interest is enforced; or

the Secured Party gives a notice to that Grantor that the Secured Property is not a Revolving Asset. (However, the Secured Party may only give a notice if an Event of Default is continuing); or

in respect of all Secured Property of any Grantor, that is or would have been Revolving Assets or Restricted Collateral:

an administrator, liquidator or provisional liquidator is appointed in respect of that Grantor or the winding up of that Grantor begins; or

a receiver, receiver and manager or Controller is appointed to any of that Grantor’s property; or

something having a substantially similar effect to the above 2 paragraphs or either of them happens under any law.

an Administration Enforcement Event; or

whilst an Event of Default is continuing, an event or reason described in section 415D(1), 434J(1) or 451E(1) of the Corporations Act in respect of a Grantor.

to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or units in a trust or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

to indemnify any person against the consequences of default in the payment of; or

to be responsible for,

marketable securities as defined in section 9 of the Corporations Act;

any option or right in respect of an unissued share;

any convertible note; and

any instrument or security which is a combination of any of the above.

the Relevant Corporation Debt;

the Shares;

the Additional Rights; and

the Controlled Account and any chose in action in respect of the Controlled Account.

assets of, or Marketable Securities in, any joint ventures where a joint venture contract would be breached or give a counterparty a right of termination if the consent of a person other than that Grantor was not obtained or action taken prior to the creation of any Security over such assets or Marketable Securities in accordance with the underlying document; or

rights under or to any contract, license, lease, permit, Authorisation, or similar which would be breached or give a counterparty a right of termination if the consent of a person other than that Grantor was not obtained prior to the creation of any Security over such rights in accordance with the underlying document.

which is:

accounts;

chattel paper;

inventory;

a negotiable instrument;

machinery, plant, or equipment which (in each case) is not inventory and has a value of less than $1,000 or its equivalent; or

money (including money withdrawn or transferred to a third party from an account of a Grantor with a bank or other financial institution); and

in relation to which no Control Event has occurred, subject to clause 5.5.

Interpretation

Headings and bold type are for convenience only and do not affect the interpretation of this deed.

The singular includes the plural and the plural includes the singular.

Words of any gender include all genders.

Other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning.

An expression importing a person or entity includes any body corporate, partnership, trust, joint venture or other association, or any Governmental Agency as well as an individual.

A reference to any thing (including any right) includes a part of that thing but nothing in this clause 1.2(f) implies that performance of part of an obligation constitutes performance of the obligation.

A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this deed.

A reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them.

A reference to a document includes all amendments or supplements to, or replacements or novations of, that document.

A reference to a party to a document includes that party’s successors and permitted assignees.

A promise on the part of 2 or more persons binds them jointly and severally.

A reference to an agreement other than this deed includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing.

A reference to property or an asset includes any real or personal, present or future, tangible or intangible property, asset or undertaking (including Intellectual Property Rights) and any right, benefit, interest or revenue in, under or derived from the property or asset.

A reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding-up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.

A reference to a document includes any agreement in writing, or any certificate, notice, deed, instrument or other document of any kind.

No provision of this deed will be construed adversely to a party because that party was responsible for the preparation of this deed or that provision.

A reference to a body, other than a party to this deed (including an institute, association or authority), whether statutory or not:

which ceases to exist; or

whose powers or functions are transferred to another body,

References to time are to Brisbane, Queensland time.

Where this deed confers any power or authority on a person that power or authority may be exercised by that person acting personally or through an agent or attorney.

A reference to drawing, accepting, endorsing or other dealing with a bill refers to drawing, accepting, endorsing or dealing within the meaning of the Bills of Exchange Act 1909 (Cth).

An Event of Default or Default is “continuing” if it has occurred and is continuing under the terms of the Finance Document which sets out the Event of Default or Default. If the Finance Document does not specify when an Event of Default or Default is continuing, it is “continuing” if it has not been remedied to the satisfaction of the Secured Party or waived in writing by the Secured Party under the Finance Document.

A requirement for a person to use its “reasonable endeavours” in relation to any matter includes an obligation for that person to provide, on request, information regarding the progress of the matter.

Interpretation of inclusive expressions

Business Day

Incorporated definitions from Loan Note Deed

PPSA definitions apply

account;

attach;

after-acquired property;

chattel paper;

financing statement;

financing change statement;

investment instrument;

negotiable instrument;

personal property; and

serial number.

Deed components

Inconsistency

Finance Document

Joint and Several Liability

Each agreement, warranty, representation or obligation made, given or incurred by a Grantor binds all of the persons named as a Grantor in this deed jointly and each of them severally.

No Grantor is discharged from its obligations under this deed if:

the obligations of any other Grantor are or become invalid or unenforceable; or

the liability of any other Grantor under this deed ceases for any reason including by any release or discharge by the Secured Party or by law or in any other way.

The Secured Party may enforce its rights under this deed and proceed against any one or more of the persons named as a Grantor in the manner, order and at the times the Secured Party determines in its discretion. The Secured Party is not required to enforce its rights or proceed against all of the persons named as a Grantor.

As against any one Grantor, a reference to any Grantor or to any Security includes a reference to the other Grantor and its relevant Security and to this deed to the extent it affects them respectively.

This deed binds each of the persons who execute this deed as a Grantor even if:

any one or more of the other persons named as a Grantor do not execute this deed; or

execution by one or more of those other persons is or becomes void, voidable, illegal or unenforceable.

Grant of Security

Security interest in Secured Property

Subject to clause 2.5, each Grantor as beneficial owner grants a security interest in its Secured Property to the Secured Party to secure payment of the Secured Moneys.

Without limiting clause 2.1(a), the security interest created by a Grantor under clause 2.1(a) is:

a transfer by way of security of all its Secured Property consisting of:

Relevant Corporation Debt; and

accounts or chattel paper which are not, or cease to be, Revolving Assets;

to the extent that any of its Mortgaged Property does not consist of the Relevant Corporation Debt, a mortgage; and

in respect of all its Charged Property and all of its other Secured Property that is not a transfer by way of security in accordance with clause 2.1(b)(i) or a mortgage in accordance with clause 2.1(b)(ii), a charge.

If for any reason it is necessary to determine the nature of the charge granted in accordance with clause 2.1(b)(iii), the charge is:

a floating charge over Revolving Assets; and

a fixed charge over all other Secured Property.

Priority

In respect of the Secured Property:

the parties intend that the Security take priority over all other Security Interests and other interests in the Secured Property at any time other than any Security Interest mandatorily preferred by law; and

nothing in this deed will be construed as an agreement by the Secured Party to subordinate the Security to any other Security Interest or interest affecting the Secured Property at any time.

Collection of proceeds of debts

Proceeds

If a Control Event occurs in respect of any proceeds, each Grantor must immediately and until notified otherwise by the Secured Party or until the Control Event ceases deposit in the Controlled Account of that Grantor any proceeds that Grantor receives in respect of any book debt, insurance policy in relation to its Secured Property or any other debts or other amounts now or in the future payable to that Grantor.

Clause 2.4(a) does not apply to proceeds received from any workers’ compensation or public liability policy or reinstatement policy to the extent that the proceeds are paid to a person:

entitled to be compensated under the workers’ compensation or public liability policy; or

under a contract for the reinstatement of the Secured Property of a Grantor.

Each Grantor must give all notices and directions and execute all necessary documents as requested by the Secured Party to ensure clause 2.4(a) is complied with.

A Power created under this clause 2.4 is not waived by any failure or delay in exercise, or by the partial exercise, of that Power.

Authorisation

Subject to clause 5.4, if an asset is, or would form part of, the Secured Property and it is Restricted Collateral, whether in respect of that asset only or otherwise, then that asset is excluded from the Security of the relevant Grantor, but only for so long as that effect prevails.

If the Security could be granted in respect of the Restricted Collateral referred to in clause 2.5(a) if an Authorisation was obtained or other action taken, the relevant Grantor must:

in relation to any Authorisation to be granted by, or action to be taken by, an Affiliate of the Issuer or that Grantor, as soon as reasonably practicable after the date of this deed promptly obtain that Authorisation or take that action; and

in relation to any other Authorisation or other action, use its reasonable endeavours for a period not exceeding 60 days from the date of this deed to promptly obtain that Authorisation or take that action.

A Grantor will be taken to have satisfied the reasonable endeavours obligations in respect of Restricted Collateral under clause 2.5(b)(ii) if, after having requested consent, the counterparty or lessor (as applicable) has refused to provide it and if, in that Grantor’s reasonable opinion, there is no reasonable prospect that the counterparty will give such consent or that any further attempt to comply would unduly prejudice its commercial negotiating position with that counterparty or lessor (as applicable).

With respect to its obligations under clause 2.5(b) and, notwithstanding anything in that clause, each Grantor will not be required to act to its commercial detriment in seeking such consent (including without limitation, being required to pay any fee (other than reasonable legal or professional adviser costs and expenses) or other material amount to a counterparty or lessor, or to make any material amendment to a contract or arrangement in order to obtain such consent).

Despite clause 2.5(a), if an event described in item (b)(i) or (b)(ii) of the definition of Control Event occurs, then all Restricted Collateral shall cease to be excluded from the Security.

Attachment

Discharge of the Security

Discharge – Satisfaction Date

promptly discharge the Security of that Grantor; and

retransfer to that Grantor its right and interest in all accounts and chattel paper transferred under clause 2.1(b)(i) or clause 5.4(c),

Final discharge

The Secured Party is not obliged to discharge the Security under clause 3.1 if, at the time the requirements of clause 3.1 are satisfied, the Secured Party is of the opinion that:

a Grantor or any other Transaction Party owes further Secured Moneys contingently or otherwise to the Secured Party; or

a Grantor or any other Transaction Party will owe further Secured Moneys to the Secured Party within a reasonable time after the date the Secured Moneys have been paid in full.

Clause 3.2(a)overrides any other clause to the contrary in this deed.

The parties intend that clause 3.2(a)(ii) be severed from clause 3.2(a) if clause 3.2(a)(ii) is void or unenforceable under applicable law.

The parties do not intend clause 3.2(c) to exclude the general law of severance from applying to this deed.

Discharge – power of sale under Dawson Option Deed

promptly discharge the Security;

execute and deliver or enter into any release of the Security; and

enter into any consent to dealing,

Representations and Warranties

Representations and warranties

representations true: each of its representations and warranties contained in the Finance Documents is correct and not misleading when made or repeated;

legal and beneficial owner:

it is the legal and beneficial owner of the Secured Property; and

on it acquiring any property forming part of the Secured Property, it will be the legal and beneficial owner of that property;

no other interests:

there is no Security Interest over any of the Secured Property other than a Security Interest created by a Finance Document and a Permitted Security;

no person other than the Secured Party holds or has the benefit of a Security Interest or other interest in its Secured Property other than under a Permitted Security; and

there is no agreement, filing or registration that would enable another person to obtain a priority over its Security which is inconsistent with the priority contemplated by this Security;

Security:

this deed creates the Security Interest purported to be created by it over the assets purported to be encumbered by it;

its Security has been, or in the case of after-acquired property subject to the Security on its acquisition, will be perfected (other than perfection by registration that can only be carried out by the Secured Party); and

its Security has the priority contemplated by this deed;

serial numbers: there is no Secured Property, other than as disclosed to the Secured Party in writing from time to time:

which the PPS Regulations require to be described by serial number in a registration under the PPSA; and

with a value greater than $100,000 which the PPS Regulations permit to be described by serial number in a registration under the PPSA;

location of assets: none of its Secured Property is located outside Australia;

securities fully paid: all Marketable Securities forming part of the Secured Property are, or upon acquisition will be, fully paid;

registers: the share register and any branch register for each Relevant Corporation that is incorporated in Australia:

is located in Australia on the date of this deed; and

will be located in Australia on the date on which the security interest created under this deed attaches to the Mortgaged Property;

no further securities: the equity capital in each Relevant Corporation is fully represented by the Title Documents delivered to the Secured Party pursuant to clause 5.8(a) (Title Documents and Chattel Paper) and there is no agreement, arrangement or understanding under which further Marketable Securities with rights of conversion to shares in any Relevant Corporation may be issued to any person.

Survival of representations and warranties

are made on the date of this deed;

survive the execution of this deed and the other Finance Documents and the provision of financial accommodation under them; and

are repeated on each day on which:

the representations and warranties in the Loan Note Deed are repeated; and

a Grantor acquires, or has an interest, in any Mortgaged Property,

Reliance

Each Grantor acknowledges that it has not entered into this deed or any other Finance Document in reliance on any representation, warranty, promise or statement made by or on behalf of the Secured Party or of any person on behalf of the Secured Party.

Each Grantor acknowledges that the Secured Party has entered into this deed and each other Finance Document in reliance on the representations and warranties given by that Grantor under this deed.

Representations and Warranties, Undertakings

Performance under the Finance Documents

Each Grantor must fully and punctually perform its obligations under each Finance Document.

Without limiting clause 5.1(a), each Grantor must pay the Secured Moneys to the Secured Party in accordance with this deed, each other Finance Document and each other obligation under which the Secured Moneys are payable.

Each Grantor must ensure that no Event of Default occurs. Without affecting the liability of the Grantors or the Powers in any other respect (including where a breach of this clause 5.1(c) is also a breach of another provision of a Finance Document), each Grantor is not liable in damages for breach of this clause 5.1(c) but the Secured Party may exercise its Powers consequent upon or following that Event of Default (which is continuing).

Notices to the Secured Party

the acquisition by it of:

any Marketable Securities or other property in relation to which the Security may be perfected by control;

any motor vehicles or other property with a value greater than $100,000 which the PPS Regulations provide may or must be described by serial number in a registration under the PPSA;

any property with a value greater than $100,000 which is situated outside Australia;

any change of the jurisdiction in which any of its Secured Property with a value greater than $100,000 is situated; and

any data contained in a registration under the PPSA with respect to the Security being or becoming incorrect,

Permitted dealings

create or allow another interest in, or dispose or part with possession of, any Secured Property of that Grantor which is a Revolving Asset; or

withdraw or transfer money from an account of that Grantor with a bank or other financial institution.

Revolving Assets

that Secured Property is not (and immediately ceases to be) a Revolving Asset;

any floating charge over that Secured Property immediately operates as a fixed charge;

if the Secured Property is accounts or chattel paper it is transferred to the Secured Party by way of security; and

that Grantor may no longer deal with the Secured Property under clause 5.3.

Conversion to Revolving Assets

Inventory

No dealing with assets - Secured Property

No Grantor must do, or agree to do, any of the following without the prior written consent of the Secured Party, unless it is permitted to do so by clause 5.3 or another provision under the Finance Documents or the Dawson Option Deed:

create or allow another interest (including any Security Interest) in any of its Secured Property which is not a Permitted Security Interest; or

sell, assign, transfer, dispose, or otherwise part with possession, of any of its Secured Property.

Each Grantor agrees to do everything necessary to ensure that a third person cannot acquire an interest in any Secured Property free of, or having priority over, the Security Interests granted under this deed, except as permitted under the Finance Documents or the Dawson Option Deed.

Title Documents and Chattel Paper

To the extent they are available, each Grantor must deposit with the Secured Party, or as the Secured Party directs, all the Title Documents in respect of any of its Secured Property (including all Title Documents in respect of the Mortgaged Property which has a Certificated Security) together with, blank transfers in a form and of substance acceptable to the Secured Party in respect of its Secured Property to which the Title Documents relate, and all chattel paper forming part of its Secured Property with a value greater than $100,000:

in respect of its Secured Property existing as at the date of this deed, immediately on the Grantor’s execution of this deed; and

following the acquisition of any asset which forms part of its Secured Property, as soon as practicable and in any event within five Business Days of, the date of such acquisition.

At any time after an Event of Default occurs and is continuing, if required by the Secured Party, each Grantor must deposit with the Secured Party all chattel paper which forms part of its Secured Property regardless of value and which has not already been deposited under clause 5.8(a).

Subject to clause 5.8(d), the Secured Party may retain the Title Documents and chattel paper deposited with the Secured Party until this Security is discharged under clause 3.

If the Security is enforced by the Secured Party, the Secured Party, Receiver or Attorney is entitled:

to deal with the Title Documents and the chattel paper and to complete any transfer as if it was the absolute and unencumbered owner of the Secured Property to which the Title Documents relate and of the chattel paper; and

in exercising a power of sale, to deliver any Title Document, transfers or chattel paper to a purchaser of the Secured Property to which the Title Document relates or of the chattel paper.

While any Title Documents for Mortgaged Property are, or in accordance with this deed, should be lodged with the Secured Party, each Grantor must not elect to convert evidence of the Mortgaged Property from certificates to an uncertificated mode for the purposes of any automated transfer system operated by ASX limited or for any other purpose.

If the Grantor makes any election referred to in clause 5.8(e), the Secured Party may treat it as having no effect.

Each Grantor must ensure that the share register and any branch register for each Relevant Corporation incorporated in Australia is located in Australia.

Undertakings in respect of Marketable Securities

Unless it is otherwise permitted to do so under the Finance Documents or the Dawson Option Deed, no Grantor must do or omit to do anything which might render any Mortgaged Property or any Title Document in respect of any Mortgaged Property liable to forfeiture, cancellation, avoidance or loss or might otherwise materially affect the value of the Mortgaged Property or the interest of the Secured Party.

Each Grantor must ensure that the terms of the constituent documents of any Company forming part of the Mortgaged Property do not restrict the transfer of any

Subject to clause 5.9(e), each Grantor may receive all Distributions and exercise all voting powers in respect of the Mortgaged Property without the need for any consent or direction from the Secured Party, and the Secured Party must not exercise any voting power in respect of that Mortgaged Property without that Grantor’s consent.

Unless it is otherwise permitted to do so under the Finance Documents or the Dawson Option Deed, no Grantor must exercise any voting powers under paragraph (c) in respect of any Mortgaged Property in a way which is reasonably likely to adversely affect the value of the Mortgaged Property or the interests of the Secured Party.

Following the occurrence of an Event of Default which is continuing, upon written notice from the Secured Party, the rights of a Grantor under paragraph (c) cease and the Secured Party, a Receiver or Attorney (as applicable) is entitled to receive all Distributions and exercise all voting powers in respect of the Mortgaged Property to the exclusion of the Grantors. The Secured Party, a Receiver or Attorney (as applicable) is entitled to exercise its rights in respect of the Mortgaged Property in its absolute discretion and is not responsible for any loss as a result of any failure to act or any delay in so acting.

Notification of change of details

at least 14 days before it changes its name, ACN or ABN, or if it becomes a trustee of a trust or a partner in a partnership; and

promptly, if:

any ABN, ARBN or ARSN is allocated to it; or

any ABN, ARBN or ARSN is allocated, or otherwise starts to apply, to it, a trust of which it is a trustee or partnership of which it is a partner.

Perfection, registration and protection of security

Each Grantor must, on request by the Secured Party, assist the Secured Party with:

ensuring that:

its Security is perfected in relation to all of its Secured Property in all jurisdictions; and

this deed and its Security are registered and filed in all registers in all jurisdictions in which it must be perfected, registered and filed, to ensure its enforceability, validity, perfection and priority against all persons and to be effective as a security; and

aiding the exercise of any Power,

doing anything to make, procure, facilitate or obtain any Authorisation (including registration) in respect of anything;

creating, procuring or executing any document, including any notice, consent or agreement, or legal or statutory mortgage or transfer;

delivering documents or evidence of title or chattel paper and executing and delivering blank transfers;

delivering possession of any Secured Property to the Secured Party;

enabling the Secured Party to have possession or control of any Secured Property for the purposes of the PPSA;

registering or consenting to the registration on any applicable register, including by way of a financing statement or a financing change statement on the PPSR, in respect of a Security Interest created under this deed;

providing any details necessary to enable the registrations in paragraph (viii) to be made;

enabling the Secured Party to register the power of attorney under clause 9; or

doing anything to show whether that Grantor is complying with this deed.

Whenever the Secured Party directs that the Security be perfected in a particular way in relation to any part of the Secured Property, each Grantor must ensure that its Security is perfected in that way.

Each Grantor will not be in breach of its obligation under this clause 5.11 and its representation and warranty under clause 4.1(d)(ii) will not be incorrect or misleading if the Secured Party fails to take any action which can only be taken by the Secured Party to enable the Security to be perfected as required under this clause 5.11, after written request from that Grantor to take that action.

Whenever any part of its Secured Property is transferred to or retained in a place where this deed or the Security, because of an increase in the Secured Moneys or otherwise, bears insufficient stamp duty or is not registered or recorded, or for any other reason is of limited or of no force or effect, unenforceable, inadmissible in evidence or of reduced priority, each Grantor must within 14 days after it becomes aware of such requirement to do so ensure that:

this deed is stamped to the satisfaction of the Secured Party;

this deed is in full force and effect, enforceable, perfected, admissible in evidence and not of reduced priority; and

this deed and its Security are registered in that place, or that part of its Secured Property is removed from that place.

Registration on the PPSR

Controlled Account

If an Event of Default occurs which is continuing, the Secured Party may require a Grantor to open and maintain a bank account at a bank and branch approved by the Secured Party on terms that:

nominated Authorised Officers of the Secured Party must be signatories to the Controlled Account;

no withdrawals can be made from the Controlled Account without the signature of one of those Authorised Officers;

funds may be disposed of from the Controlled Account at the direction of the Secured Party without further consent by that Grantor; and

depositing an amount in the Controlled Account will not result in any person coming under a present liability (within the meaning of section 341(3)(d) of the PPSA) to pay:

that Grantor; or

a Related Corporation of that Grantor.

If the Secured Party is not the Designated Bank, that Grantor must cause the Designated Bank to enter into an agreement between the Designated Bank, that Grantor and the Secured Party in form and substance satisfactory to the Secured Party in which the Designated Bank agrees that:

it will comply with and give effect to the terms set out in clause 5.13(a);

it has no Security Interest or other interest in the Controlled Account and it waives all rights of set-off and combination in respect of the Controlled Account;

if despite clause 5.13(b)(ii) it has any Security Interest or other interest in the Controlled Account, that Security Interest or other interest is subordinated in right and priority of payment to the Secured Party’s Security Interest or other interest and will not be exercised without the Secured Party’s consent; and

it agrees that the laws specified in clause 13.6(b) will govern the Secured Party’s security interest in the Controlled Account.

Distributions

Subject to the terms of the Loan Note Deed and the Dawson Option Deed, if an Event of Default occurs and is continuing, each Grantor must deposit, or cause to be deposited, all Distributions in its Controlled Account.

Each Grantor must give all notices and directions and execute all necessary documents as requested by the Secured Party to ensure clause 5.14(a) is complied with.

A Power created under this clause 5.14 is not waived by any failure or delay in exercise, or by the partial exercise, of that Power.

Term of undertakings

Enforcement

When enforceable

If an Event of Default occurs and is continuing:

in respect of the Secured Property, the Security and each Collateral Security are immediately enforceable without the need for any demand or notice to be given to any Grantor or any other person;

the Secured Moneys are immediately due and payable without the need for any demand or notice to be given to the Grantor or any other person other than a notice expressly required by a Finance Document.

The Secured Party agrees that it will not exercise any Power to enforce the Security under Chapter 4 of the PPSA until an Event of Default occurs (and only for so long as it is continuing).

No dealing with assets

the Secured Party declares that the Secured Moneys are immediately due and payable in accordance with the Finance Documents; or

the Secured Party takes any step to enforce the Security in accordance with the Finance Documents; or

subject to clause 5.5, a Control Event occurs in relation to the asset.

Assistance in realisation

executing all transfers, conveyances, assignments and assurances of any of that Secured Property;

doing anything necessary or desirable under the law in force in any place where that Secured Property is situated; and

giving all notices, orders, directions and consents which the Secured Party, Receiver or Attorney thinks expedient.

Postponing or delaying realisation or enforcement

Receiver

Appointment of Receiver

an Event of Default occurs and is continuing; or

an Enforcement Event occurs,

appoint any person or any 2 or more persons jointly, or severally, or jointly and severally to be a receiver or a receiver and manager of all of the Secured Property;

remove any Receiver and on the removal, retirement or death of any Receiver, appoint another Receiver; and

fix the remuneration and direct payment of that remuneration and any costs, charges and expenses of the Receiver out of the proceeds of any realisation of the Secured Property.

Agency of Receiver

Subject to clause 7.5, each Receiver is the agent of the relevant Grantor.

Each Grantor is responsible for the acts, defaults and remuneration of the Receiver which has been appointed in respect of its Secured Property.

Powers of Receiver

manage, possession or control: to manage, enter into possession or assume control of any of that Secured Property;

lease or licence: to accept the surrender of, determine, grant or renew any lease or licence in respect of the use or occupation of any of that Secured Property:

on any terms or special conditions that the Secured Party or Receiver thinks fit; and

in conjunction with the sale, lease or licence of any other property by any person;

sale: to sell or concur in selling any of that Secured Property to any person:

by auction, private treaty or tender;

on such terms and special conditions as the Secured Party or the Receiver thinks fit;

for cash or for a deferred payment of the purchase price, in whole or in part, with or without interest or security;

in conjunction with the sale of any property by any other person; and

in one lot or in separate parcels;

grant options to purchase: to grant to any person an option to purchase any of that Secured Property;

acquire property: to acquire any interest in any property, in the name or on behalf of that Grantor, which on acquisition forms part of that Secured Property;

carry on business: to carry on or concur in carrying on any business of that Grantor in respect of the Secured Property;

borrowings and security:

to raise or borrow any money, in its name or the name or on behalf of that Grantor, from the Secured Party or any person approved by the Secured Party in writing; and

to secure money raised or borrowed under clause 6.3(g)(i) by a Security Interest over any of that Secured Property, ranking in priority to, equal with, or after, the Security of any Grantor or any Collateral Security;

maintain or improve Secured Property: to do anything to maintain, protect or improve any of that Secured Property including completing, repairing, erecting a new improvement on, demolishing or altering any of that Secured Property;

income and bank accounts: to do anything to manage or obtain income or revenue from any of that Secured Property including operating any bank account which forms part of that Secured Property or opening and operating a new bank account;

access to Secured Property: to have access to any of that Secured Property, the premises at which the business of that Grantor is conducted and any of the administrative services of the business of that Grantor;

insure Secured Property: to insure any of that Secured Property;

sever fixtures: to sever fixtures in respect of any of that Secured Property;

compromise: to make or accept any compromise or arrangement;

surrender Secured Property: to surrender or transfer any of that Secured Property to any person;

exchange Secured Property: to exchange with any person any of that Secured Property for any other property whether of equal value or not;

employ or discharge: to employ or discharge any person as an employee, contractor, agent or professional advisor for any of the purposes of this deed;

delegate: to delegate to any person any Power of the Receiver;

perform or enforce documents: to observe, perform, enforce, exercise or refrain from exercising any right, power, authority, discretion or remedy of that Grantor under, or otherwise obtain the benefit of:

any document, agreement or right which attaches to or forms part of that Secured Property; and

any document or agreement entered into in exercise of any Power by the Receiver;

receipts: to give receipts for all moneys and other assets which may come into the hands of the Receiver;

take proceedings: to commence, discontinue, prosecute, defend, settle or compromise in its name or the name or on behalf of that Grantor, any proceedings including proceedings in relation to any insurance in respect of any of that Secured Property;

insolvency proceedings: in respect of the Secured Property, to make any debtor bankrupt, wind-up any company, corporation or other entity and do all things in relation to any bankruptcy or winding-up which the Receiver thinks necessary or desirable including attending and voting at creditors’ meetings and appointing proxies for those meetings;

execute documents: in respect of the Secured Property, to enter into and execute any document or agreement in the name of the Receiver or the name or on behalf of that Grantor for any of the purposes of this deed;

rights: to exercise any right, power, authority, discretion or remedy in respect of the Secured Property including:

any voting right or power;

the acceptance of any rights issue or other Additional Right;

proving in any liquidation, scheme of arrangement or other composition for or arrangement with a member or any secured or unsecured creditor and whether or not under an order of the court;

consenting on behalf of a Grantor in respect of the proof referred to in clause 7.3(w)(iii); and

receiving all Distributions;

ability of Grantor: to do anything that Grantor could do in relation to the Secured Property; and

incidental power: to do anything necessary or incidental to the exercise of any Power of the Receiver.

Nature of Receiver’s Powers

Status of Receiver after commencement of winding up

The power to appoint a Receiver under clause 7.1 may be exercised even if, at the time an Event of Default or Enforcement Event occurs or at the time when a Receiver is appointed, an order has been made or a resolution has been passed for the winding-up of the relevant Grantor.

If for any reason, including operation of law, a Receiver:

appointed in the circumstances described in clause 7.5(a); or

appointed at any other time,

Powers exercisable by the Secured Party

Whether or not a Receiver is appointed under clause 7.1, the Secured Party may, while an Event of Default is continuing (in respect of the Secured Property only) or following the occurrence of an Enforcement Event (in respect of all of the Secured Property) and without giving notice to any person, exercise any Power that could be conferred on a Receiver in addition to any Power of the Secured Party.

The exercise of any Power by the Secured Party, Receiver or Attorney does not cause or deem the Secured Party, Receiver or Attorney:

to be a mortgagee in possession;

to account as mortgagee in possession; or

to be answerable for any act or omission for which a mortgagee in possession is liable.

Set-off

Notice of exercise of rights

to give notice of a Security or any Collateral Security to any debtor or creditor of any Grantor or to any other person;

to enforce payment of any money payable to any Grantor including any of the debts or monetary liabilities charged by this deed or by any Collateral Security; or

to obtain the consent of any Grantor to any exercise of a Power.

Termination of receivership and possession

Application and Receipts of Money

Order of application

At any time after the Security of a Grantor is enforceable, all money received by the Secured Party, Receiver, Attorney or any other person acting on their behalf under this deed or any Collateral Security may be appropriated and applied towards any amount and in any order that the Secured Party, Receiver, Attorney or that other person determines in its absolute discretion, to the extent permitted by the Finance Documents and not prohibited by law.

Subject to the Finance Documents, failing a determination under clause 8.1(a), the money must be applied in the following manner and order:

first, in payment of all costs, charges and expenses (including any GST) of the Secured Party, Receiver or Attorney incurred in or incidental to the exercise or performance or attempted exercise or performance of any Power;

second, in payment of any other outgoings the Secured Party, Receiver or Attorney thinks fit to pay;

third, in payment to the Receiver of his or her remuneration;

fourth, in payment and discharge, in order of their priority, of any Security Interests of which the Secured Party, Receiver or Attorney is aware and which have priority to the Security of the relevant Grantor;

fifth, in payment to the Secured Party towards satisfaction of the Secured Moneys and applied against interest, principal or any other amount the Secured Party, Receiver or Attorney thinks fit;

sixth, in payment only to the extent required by law, in order of their priority, of other Security Interests in respect of the Secured Property of the relevant Grantor of which the Secured Party, Receiver or Attorney is aware and which are due and payable in accordance with their terms; and

seventh, in payment of the surplus, if any, without interest to the relevant Grantor, and the Secured Party, Receiver or Attorney may pay the surplus to the credit of an account in the name of the relevant Grantor in the books of any bank carrying on business within Australia and having done so is under no further liability in respect of that surplus.

Any amount required by law to be paid in priority to any amount specified in clause 8.1(b) must be paid before any money is applied in payment of the amount specified in clause 8.1(b).

Money actually received

Amounts contingently due

If at the time of a distribution of any money under clause 8.1 any part of the Secured Moneys is contingently owing to the Secured Party, the Secured Party, Receiver or Attorney may retain an amount equal to the amount contingently owing or any part of it.

If the Secured Party, Receiver or Attorney retains any amount under clause 8.3(a) it must place that amount on short-term interest bearing deposit until the amount contingently owing becomes actually due and payable or otherwise ceases to be contingently owing at which time the Secured Party, Receiver or Attorney must:

pay to the Secured Party the amount which has become actually due to it; and

apply the balance of the amount retained, together with any interest on the amount contingently owing, in accordance with clause 8.1.

Notice of a Security Interest

If the Secured Party receives actual or constructive notice of a Security Interest over the Secured Property or of the perfection of a Security Interest in respect of the Secured Property of a Grantor, the Secured Party:

may open a new account in the name of that Grantor in its books; or

is regarded as having opened a new account in the name of that Grantor in its books,

From the date on which that new account is opened or regarded as opened:

all payments made by that Grantor to the Secured Party; and

all financial accommodation and advances by the Secured Party to that Grantor,

The payments by that Grantor under clause 8.4(b) must be applied in the manner determined by the Secured Party or, failing a determination:

first, in reduction of the debit balance, if any, in the new account; and

second, if there is no debit balance in the new account, in reduction of the Secured Moneys which have not been debited or regarded as debited to the new account.

Secured Party’s statement of indebtedness

the amount of the Secured Moneys due and payable; or

the amount of the Secured Moneys, whether currently due and payable or not,

Secured Party’s receipts

The receipt of any Authorised Officer of the Secured Party for any money payable to or received by the Secured Party under this deed exonerates the payer from all liability to enquire whether any of the Secured Moneys have become payable.

Every receipt of an Authorised Officer of the Secured Party effectually discharges the payer from:

any future liability to pay the amount specified in the receipt; and

being concerned to see to the application of, or being answerable or accountable for any loss or misapplication of, the amount specified in the receipt.

Conversion of currencies on application

Amounts payable on demand

Power of Attorney

Appointment of Attorney

Purposes of appointment

do any thing which ought to be done by that Grantor under this deed or any other Finance Document;

exercise any right, power, authority, discretion or remedy of that Grantor under:

this deed;

any other Finance Document; or

any agreement forming part of the Secured Property ;

do any thing which in the opinion of the Secured Party, Receiver or Attorney is necessary or expedient for securing or perfecting the Security of that Grantor and any Collateral Security;

execute in favour of the Secured Party any legal mortgage, transfer, assignment and any other assurance of any of the Secured Property of that Grantor;

execute deeds of assignment, composition or release;

do all things necessary to enable a transfer to be registered in favour of the Secured Party, its nominee or any other person as the Secured Party directs and deliver any Title Documents or chattel paper as the Secured Party directs;

sell or otherwise part with the possession of any of the Secured Property of that Grantor; and

generally, do any other thing, whether or not of the same kind as those set out in clause 9.2(a) to (f), which in the opinion of the Secured Party, Receiver or Attorney is necessary or expedient:

to more satisfactorily secure to the Secured Party the payment of the Secured Moneys; or

in relation to any of the Secured Property of that Grantor.

Exercise after Event of Default or Enforcement Event

An Attorney must not exercise any Power under clause 9.2 unless:

an Event of Default is continuing; or

an Enforcement Event has occurred.

Each Grantor must ratify anything done by an Attorney under this clause 9.

Delegation and substitution

Protection

Protection of third parties

No person dealing with the Secured Party, Receiver or Attorney is bound to enquire whether:

a Security has become enforceable;

the Receiver or Attorney is duly appointed; or

any Power has been properly or regularly exercised.

No person dealing with the Secured Party, the Receiver or Attorney is affected by express notice that the exercise of any Power was unnecessary or improper.

The irregular or improper exercise of any Power is, as regards the protection of any person, regarded as authorised by each Grantor and this deed, and is valid.

Protection of the Secured Party, Receiver and Attorney

The Secured Party, Receiver or Attorney is not liable for any loss or damage including consequential loss or damage, arising directly or indirectly from:

any omission or delay in the exercise or non-exercise of any Power; or

the neglect, default or dishonesty of any manager, Authorised Officer, employee, agent, accountant, auctioneer or solicitor of a Grantor, the Secured Party, Receiver or Attorney.

Clause 10.2(a) does not apply:

in respect of the Secured Party, to any loss or damage which arises from the wilful default, fraud or gross negligence of the Secured Party; and

in respect of a Receiver or Attorney, to any loss or damage which arises from the wilful default, fraud or gross negligence of the Receiver or Attorney.

Saving Provisions

Statutory powers

Subject to clause 11.1(b), the powers of the Secured Party under this deed or any Collateral Security are in addition to any powers the Secured Party has under applicable law.

If the Secured Party exercises a Power in connection with this deed, that exercise is taken not to be an exercise of a Power under the PPSA unless the Secured Party states otherwise at the time of exercise. However, this clause 11.1(b) does not apply to a right, power or remedy which can only be exercised under the PPSA.

No notice required unless mandatory

its rights to receive any notice that is required by:

any provision of the PPSA (including a notice of a verification statement); or