Exhibit 4.1
AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
This Amendment No. 2 (this Second Amendment) to the Rights Agreement (as defined below) is made and
entered into as of December 8, 2023, by and between Warrior Met Coal, Inc., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the
Rights Agent). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
RECITALS:
WHEREAS, the Company and the Rights Agent previously entered into that certain Rights Agreement, dated as of February 14,
2020, as amended on March 4, 2022 with the Rights Agent (the Rights Agreement);
WHEREAS, on
December 7, 2023, the Board determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement on the terms set forth herein;
WHEREAS, pursuant to Section 26 of the Rights Agreement, so long as the Rights are still redeemable,
the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such Section 26, and as of the date
hereof, the Rights are redeemable; and
WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with
Section 26 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Second Amendment;
AGREEMENT:
NOW, THEREFORE, in consideration of the above-referenced recitals, the mutual covenants and agreements contained in this
Second Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Rights Agreement as follows:
1. Sections. Section references herein shall refer to the applicable Section in the Rights Agreement.
2. Amendments.
2.1 Section 7.2, Exhibit B (Form of Right Certificate) and Exhibit C (Summary of Rights)
of the Rights Agreement are hereby amended by deleting, in each applicable case, $56.00 where it appears and replacing it with $159.00.