SEDAR FILING VERSION

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MSNLF

CREDIT AGREEMENT

between

WILSON CREEK HOLDINGS, INC. MINCORP ACQUISITION CORP. MINCORP, INC. PBS COALS, INC. ROXCOAL, INC. QUECREEK MINING, INC. CRONER INC. ELK LICK ENERGY, INC. WILSON CREEK ENERGY, LLC MARYLAND ENERGY RESOURCES, LLC as Borrowers

and

KEYBANK NATIONAL ASSOCIATION

as Lender

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dated as of

December 14, 2020

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Page

ARTICLE I. DEFINITIONS ......................................................................................................... 1 Section 1.1. Definitions...................................................................................................... 1 Section 1.2. Accounting Terms ........................................................................................ 21 Section 1.3. Terms Generally. .......................................................................................... 22 Section 1.4. Delaware Divisions. ..................................................................................... 22 Section 1.5. LIBOR Notification. .................................................................................... 22 ARTICLE II. AMOUNT AND TERMS OF CREDIT ................................................................ 23 Section 2.1. Term Loan Commitment.............................................................................. 23 Section 2.2. Interest.......................................................................................................... 23 Section 2.3. Evidence of Indebtedness. ........................................................................... 24 Section 2.4. Continuation of the Term Loan; Interest Periods ........................................ 24 Section 2.5. Payment on the Term Loan and Other Obligations ..................................... 24 Section 2.6. Prepayment .................................................................................................. 25 Section 2.7. Certain Fees ................................................................................................. 25 Section 2.8. Computation of Interest and Fees. ............................................................... 25 Section 2.9. Mandatory Payments ................................................................................... 25 Section 2.10. Liability of Borrowers................................................................................ 27 ARTICLE III. ADDITIONAL PROVISIONS RELATING TO ................................................. 29 Section 3.1. Requirements of Law ................................................................................... 29 Section 3.2. Taxes ............................................................................................................ 30 Section 3.3. Funding Losses. ........................................................................................... 31 Section 3.4. LIBOR Lending Unlawful; Inability to Determine Rate ............................. 31 Section 3.5. Funding. ....................................................................................................... 31 Section 3.6. Benchmark Replacement Setting ................................................................. 32 ARTICLE IV. CONDITIONS PRECEDENT ............................................................................. 37 Section 4.1. Conditions to Closing. ................................................................................. 37 Section 4.2. Conditions to Funding.................................................................................. 39 ARTICLE V. COVENANTS....................................................................................................... 41 Section 5.1. Insurance. ..................................................................................................... 41 Section 5.2. Money Obligations....................................................................................... 41 Section 5.3. Financial Statements and Information ......................................................... 42 Section 5.4. Financial Records......................................................................................... 43 Section 5.5. Franchises; Change in Business ................................................................... 43 Section 5.6. ERISA Pension and Benefit Plan Compliance. ........................................... 43 Section 5.7. Financial Covenants ..................................................................................... 44 Section 5.8. Borrowing. ................................................................................................... 44 Section 5.9. Liens. ............................................................................................................ 46 Section 5.10. Regulations T, U and X. ............................................................................ 46 Section 5.11. Investments, Loans and Guaranties. .......................................................... 46 Section 5.12. Merger and Sale of Assets. ........................................................................ 47 Section 5.13. Acquisitions. .............................................................................................. 47 Section 5.14. Notice ......................................................................................................... 47 Section 5.15. Restricted Payments. .................................................................................. 48

TABLE OF CONTENTS CONT’D

Page Section 5.16. Environmental Compliance. ...................................................................... 48 Section 5.17. Affiliate Transactions................................................................................. 48 Section 5.18. Use of Proceeds.......................................................................................... 48 Section 5.19. Subsidiary Guaranties, Security Documents and Pledge of Stock or Other Ownership Interest ..................................................................................... 49 Section 5.20. Restrictive Agreements. ............................................................................. 49 Section 5.21. [Reserved]. ................................................................................................. 50 Section 5.22. Mineral Interest Description ...................................................................... 50 Section 5.23. [Reserved] .................................................................................................. 50 Section 5.24. Parent ......................................................................................................... 50 Section 5.25. Prepayments and Refinancings of Other Debt. .......................................... 51 Section 5.26. Amendment of Organizational Documents. .............................................. 51 Section 5.27. Fiscal Year of Borrower............................................................................. 51 Section 5.28. [Reserved]. ................................................................................................. 51 Section 5.29. Negative Pledge of Borrower Stock. ......................................................... 51 Section 5.30. Banking Relationship. ................................................................................ 52 Section 5.31. SBA Loans. ................................................................................................ 52 Section 5.32. [Reserved]. ................................................................................................. 52 Section 5.33. Compliance with Laws. ............................................................................. 52 Section 5.34. Further Assurances. .................................................................................... 52 Section 5.35. Collateral Access Agreement. .................................................................... 52 ARTICLE VI. REPRESENTATIONS AND WARRANTIES ................................................... 52 Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification. .......................... 52 Section 6.2. Corporate Authority. .................................................................................... 53 Section 6.3. Compliance with Laws and Contracts ......................................................... 53 Section 6.4. Litigation and Administrative Proceedings. ................................................ 54 Section 6.5. Title to Assets. ............................................................................................. 54 Section 6.6. Liens and Security Interests. ........................................................................ 54 Section 6.7. Tax Returns. ................................................................................................. 55 Section 6.8. Environmental Laws. ................................................................................... 55 Section 6.9. Locations. ..................................................................................................... 55 Section 6.10. Continued Business. ................................................................................... 55 Section 6.11. Employee Benefits Plans. .......................................................................... 56 Section 6.12. Consents or Approvals. .............................................................................. 56 Section 6.13. Solvency. .................................................................................................... 56 Section 6.14. Financial Statements. ................................................................................. 56 Section 6.15. Regulations. ............................................................................................... 57 Section 6.16. Material Agreements. ................................................................................. 57 Section 6.17. Intellectual Property. .................................................................................. 57 Section 6.18. Insurance. ................................................................................................... 57 Section 6.19. Deposit Accounts and Securities Accounts. .............................................. 58 Section 6.20. Accurate and Complete Statements. .......................................................... 58

TABLE OF CONTENTS CONT’D

Page Section 6.21. Investment Company; Other Restrictions. ................................................. 58 Section 6.22. Defaults. ..................................................................................................... 58 ARTICLE VII. EVENTS OF DEFAULT ................................................................................... 58 Section 7.1. Payments. ..................................................................................................... 58 Section 7.2. Special Covenants. ....................................................................................... 58 Section 7.3. Other Covenants........................................................................................... 58 Section 7.4. Representations and Warranties. .................................................................. 59 Section 7.5. Cross Default; Acceleration of other Indebtedness owing to Lender .......... 59 Section 7.6. ERISA Default. ............................................................................................ 59 Section 7.7. Change in Control. ....................................................................................... 59 Section 7.8. Judgments; Disclosed Matter Payments. ..................................................... 59 Section 7.9. Material Adverse Change. ........................................................................... 60 Section 7.10. Security. ..................................................................................................... 60 Section 7.11. Validity of Loan Documents. ..................................................................... 60 Section 7.12. Borrower Certifications ............................................................................. 60 Section 7.13. Refusal to Fund by SPV. ............................................................................ 61 Section 7.14. Solvency. .................................................................................................... 61 ARTICLE VIII. REMEDIES UPON DEFAULT ........................................................................ 61 Section 8.1. Optional Defaults. ........................................................................................ 61 Section 8.2. Automatic Defaults. ..................................................................................... 62 Section 8.3. Offsets. ......................................................................................................... 62 Section 8.4. Collateral. ..................................................................................................... 62 Section 8.5. Other Remedies. ........................................................................................... 63 ARTICLE IX. GUARANTY BY EACH BORROWERS OF OBLIGATIONS OF EACH OTHER BORROWER..................................................................................................... 63 Section 9.1. The Guaranty. .............................................................................................. 63 Section 9.2. Obligations Unconditional. .......................................................................... 63 Section 9.3. Reinstatement. .............................................................................................. 65 Section 9.4. Certain Additional Waivers. ........................................................................ 65 Section 9.5. Remedies. ..................................................................................................... 65 Section 9.6. Guarantee of Payment; Continuing Guarantee. ........................................... 65 Section 9.7. Payments. ..................................................................................................... 65 ARTICLE X. MISCELLANEOUS ............................................................................................. 65 Section 10.1. No Waiver; Cumulative Remedies; Relationship of Parties; Release of Claims. ............................................................................................................. 65 Section 10.2. Amendments, Waivers and Consents. ....................................................... 66 Section 10.3. Notices. ...................................................................................................... 66 Section 10.4. Costs, Expenses and Documentary Taxes. ................................................ 66 Section 10.5. Indemnification. ......................................................................................... 67 Section 10.6. Execution in Counterparts.......................................................................... 67 Section 10.7. Binding Effect; Borrowers’ Assignment. .................................................. 67 Section 10.8. Patriot Act Notice. ..................................................................................... 68

iii

TABLE OF CONTENTS CONT’D

Page Section 10.9. Severability of Provisions; Captions; Attachments. .................................. 68 Section 10.10. Confidentiality. ........................................................................................ 68 Section 10.11. General Limitation of Liability. ............................................................... 69 Section 10.12. No Duty. ................................................................................................... 69 Section 10.13. Entire Agreement. .................................................................................... 69 Section 10.14. Legal Representation of Parties. .............................................................. 69 Section 10.15. No Cross-Collateral. ................................................................................ 70 Section 10.16. Benefit of Liens........................................................................................ 70 Section 10.17. Governing Law; Submission to Jurisdiction ............................................ 70

Exhibit A	Form of Term Note
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of MSLP Compliance Certificate
Exhibit D	Form of Guaranty of Payment
Schedule 1	Subsidiary Borrowers
Schedule 2	Excluded Collateral
Schedule 5.3	MSLP Reporting Requirements
Schedule 5.8	Indebtedness
Schedule 5.9	Liens
Schedule 6.1	Corporate Existence; Subsidiaries; Foreign Qualification
Schedule 6.3	Compliance with Laws
Schedule 6.5	Real Estate Owned by the Companies
Schedule 6.11	Employee Benefits Plans
Schedule 6.16	Material Agreements
Schedule 6.18	Insurance
Schedule 6.19	Deposit Accounts and Securities Accounts

This MSNLF CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 14[th] day of December, 2020 between:

(a) WILSON CREEK HOLDINGS, INC., a Delaware corporation (“Wilson Holdings”);

(b) each Subsidiary Borrower (as herein after defined) that this listed on Schedule 1 hereto (collectively, together with Wilson Holdings, “Borrowers” and, individually, each a “Borrower”); and

WITNESSETH:

WHEREAS, Borrowers and Lender desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to Borrowers upon the terms and subject to the conditions hereinafter set forth, pursuant to the Main Street Lending New Loan Program;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“ABL Credit Agreement” means that certain Credit and Security Agreement, dated as of August 16, 2019, between Borrowers and KeyBank, as from time to time amended, restated or otherwise modified.

“Account” means an account, as that term is defined in the U.C.C.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition by a Company of all or substantially all of the assets of any Person (other than a Company), or any business unit or division of any Person (other than a Company), (b) the acquisition of in excess of fifty percent (50%) of the outstanding capital stock (or other equity interest) of any Person (other than a Company), or (c) the acquisition of another Person (other than a Company) by a merger, amalgamation or consolidation or any other combination with such Person.

“Administrative Borrower” means Wilson Holdings.

“Advertising Permission Letter” means that certain advertising permission letter, dated as of the Closing Date, authorizing Lender to publicize the transaction and specifically to use the

name of any Borrower in connection with “tombstone” advertisements in one (1) or more publications selected by Lender.

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one (1) or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means that term as defined in the first paragraph of this agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Companies from time to time concerning or relating to bribery or corruption (including, without limitation, the Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.), as amended, and the rules and regulations thereunder) and the Corruption of Foreign Public Officials Act (S.C. 1998, c. 34), as amended, and the rules and regulations thereunder).

“Applicable Margin” means three hundred (300.00) basis points.

“Assignment in Blank” means the Assignment and Assumption for the Main Street Lending Program executed by Lender and Borrowers in connection with the Term Loan.

“Attributable Indebtedness” means, as of any date of determination, (a) in respect of any Capitalized Lease Obligations of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease Obligations, and (c) all Synthetic Indebtedness of such Person.

“Authorized Officer” means a Financial Officer or other individual authorized by a Financial Officer in writing (with a copy to Lender) to handle certain administrative matters in connection with this Agreement.

“Bailee’s Waiver” means a bailee’s waiver, in form and substance satisfactory to Lender, delivered by a Credit Party in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Beneficial Ownership Certification” means a certification, in form and substance reasonably acceptable to Lender (as amended or modified by Lender from time to time) regarding beneficial ownership as required by the Beneficial Ownership Regulation, including a certification, among other things, of the beneficial owner of Borrowers.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” means that term as defined in the first paragraph of this Agreement.

“Borrowers” means that term as defined in the first paragraph of this Agreement.

“Borrower Certifications” means each Borrower Certifications and Covenants for the Main Street New Loan Facility, dated as of the Closing Date, executed on behalf of a Borrower in favor of Lender and the other beneficiaries thereof.

“Business Day” means a day that is not a Saturday, a Sunday or another day of the year on which national banks are authorized or required to close in Cleveland, Ohio, and, in addition, if the applicable Business Day relates to a Eurodollar Loan, is a day of the year on which dealings in Dollar deposits are carried on in the London interbank Eurodollar market.

“Capital Distribution” means a payment made, liability incurred or other consideration given by a Company to any Person that is not a Company, (a) for the purchase, acquisition, redemption, repurchase, payment or retirement of any Equity Interest in such Company, or (b) as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of such Company) in respect of such Company’s capital stock or other equity interest.

“Capital Expenditure” means any expenditure made or liability incurred which is, determined in accordance with GAAP or IFRS, as applicable, treated as a capital expenditure and not as an expense item for the year in which it was made or incurred, as the case may be.

“Capitalized Lease Obligations” means, subject to Section 1.2(b), obligations of the Companies for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP or IFRS, as applicable, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP or IFRS, as applicable.

“Change in Control” means (a) any Person, not reasonably acceptable to Lender, shall possess the right to elect (through contract, ownership of voting securities or otherwise) at any time a majority of the board of directors (or similar governing body) of Parent and to direct the management policies and decisions of Parent; (b) Parent shall cease to own, free and clear of all Liens or other encumbrances, 100% of the outstanding voting Equity Interests of Administrative Borrower on a fully diluted basis; or (c) each Borrower shall cease to own, free and clear of all Liens or other encumbrances, at least 100% of the outstanding voting Equity Interests of any existing or future Subsidiary (other than (i) in the case of Foreign Subsidiaries, director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than Borrower and its Subsidiaries under applicable law and (ii) equity interests of Wilson Creek Energy, LLC owned by QKGI Legacy Holdings, LP as of the Closing Date.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Act and all

requests, rules, guidelines or directives thereunder, or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” means the effective date of this Agreement as set forth in the first paragraph of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

“Collateral” means all of the property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of Lender securing the Obligations.

“Collateral Access Agreement” means a Landlord’s Waiver, Bailee’s Waiver, Consignee’s Waiver or Processor’s Waiver (or similar agreement in form and substance satisfactory to Lender).

“Co-Lender Agreement” means the Co-Lender Agreement for the Main Street Lending Program Transaction Specific Terms executed by Lender and the Credit Parties in connection with the Term Loan, including the Standard Terms and Conditions incorporated therein.

“Commitment” means the obligation hereunder of Lender to make the Term Loan pursuant to the Term Loan Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, together with the rules and regulations promulgated thereunder.

“Companies” means all Borrowers and all Subsidiaries of all Borrowers.

“Company” means a Borrower or a Subsidiary of a Borrower.

“Compliance Certificate” means a Compliance Certificate in the form of the attached Exhibit B, with attachments contemplated thereunder, each in form and detail satisfactory to Lender.

“Consignee’s Waiver” means a consignee’s waiver (or similar agreement), in form and substance reasonably satisfactory to Lender, delivered by a Credit Party in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

“Consolidated” means the resultant consolidation of the financial statements of Parent and its Subsidiaries in accordance with GAAP or IFRS, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.14 hereof.

“Consolidated EBITDA” means, for any period, for the applicable period, the sum of Consolidated net and comprehensive income (or loss) of Parent and its Subsidiaries (provided that, to the extent included in net income (loss), the aggregate principal amount of any SBA Loan

forgiven by the SBA Lender on or after the SBA Loan Forgiveness Determination Date shall be excluded therefrom) plus to the extent deducted in calculating consolidated net and comprehensive income (or loss) of Parent and its Subsidiaries but without duplication (i) interest expense (provided that, (A) for any period ending during such time as interest payments on an SBA Loan are deferred pursuant to the terms of such SBA Loan and the PPP, any interest expense relating to such SBA Loan arising during such period shall be excluded from the calculation of interest expense for such period, and (B) at such time as interest payments on any SBA Loan are no longer deferred pursuant to the terms of such SBA Loan and the PPP, such interest expense shall thereafter be included in as interest expense), (ii) provision for taxes based on income or profits (net of any income tax refunds), (iii) depletion, depreciation and impairment charges and expenses of Parent and its Subsidiaries for such period, (iv) amortization expense (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of Parent and its Subsidiaries for such period, (v) non-cash stock-based compensation expense, (vi) losses (or minus gains) for such period from the early extinguishment of indebtedness, (vii) Transaction Expenses, (viii) non-recurring transaction costs expensed (in accordance with GAAP or IFRS, as applicable) by Parent and its Subsidiaries in connection with any amendments, restatements and any other modification of the Loan Documents or the documents related to the KEF Indebtedness or the Other KeyBank Indebtedness, (ix) non-cash costs (or minus non-cash income) related to a change in estimate of water treatment or reclamation provision (in accordance with GAAP or IFRS, as applicable), (x) expense (or minus income) related to the change in market value of restricted cash, (xi) accretion expense related to asset retirement obligations (in accordance with GAAP or IFRS, as applicable); and (xii) any other noncash charges (or minus income) which have been subtracted in calculating net and comprehensive income from continuing operations; provided that any write-down of Inventory shall not be included in any addback referenced in subsections (i) through (xi) of this definition.

“Consolidated Fixed Charges” means, for any period, as determined on a Consolidated basis, the aggregate, without duplication, of (a) interest expense paid in cash plus (b) scheduled principal payments on Indebtedness, including, without limitation, capital lease payments, in each case, of Parent and its Subsidiaries calculated on a consolidated basis and with respect to such period.

“Consolidated Net Worth” means, at any date, the stockholders’ equity of Parent, determined s of such date on a Consolidated basis.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” means a Deposit Account Control Agreement or Securities Account Control Agreement.

“Controlled Group” means a Company and each Person required to be aggregated with a Company under Code Section 414(b), (c), (m) or (o); or solely, for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“Credit Party” means a Borrower, and any Subsidiary or other Person that is a Guarantor of Payment.

“Default” means an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default, and that has not been waived by Lender in writing.

“Default Rate” means (a) with respect to the Term Loan or other Obligation for which a rate is specified, a rate per annum equal to three percent (3%) in excess of the rate otherwise applicable thereto, and (b) with respect to any other amount, if no rate is specified or available, a rate per annum equal to three percent (3%) in excess of the Derived Eurodollar Rate from time to time in effect.

“Deposit Account” means a deposit account, as that term is defined in the U.C.C.

“Deposit Account Control Agreement” means each Deposit Account Control Agreement (or similar agreement with respect to a Deposit Account) among a Credit Party, Lender and a depository institution, in respect of the Obligations, to be in form and substance satisfactory to Lender, as the same may from time to time be amended, restated or otherwise modified.

“Derived Eurodollar Rate” means a rate per annum equal to the sum of the Applicable Margin plus the Eurodollar Rate.

“Disclosed Matter” has the meaning set forth in Section 6.3.

“Disclosed Matter Payment” means any payment of money to or financial component of any settlement with any Government Authority in connection with the Disclosed Matter, including, without limitation, any penalty, fine, required disgorgement or forfeiture of property.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Term Loan and all other Obligations that are accrued and payable and the termination of the Commitment), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one days after the Term Loan Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Borrower or any Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by any Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dodd-Frank Act” means the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) signed into law on July 21, 2010, as amended from time to time.

“Dollar” or the $ sign means lawful currency of the United States.

“Domestic Subsidiary” means a Subsidiary that is not a Foreign Subsidiary.

“Environmental Laws” means all provisions of law (including the common law), statutes, ordinances, codes, rules, guidelines, policies, procedures, orders-in-council, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, authorizations, certificates, approvals, registrations, awards and standards promulgated by a Governmental Authority or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning environmental health or safety and protection of natural resources, or regulation of the discharge of substances into, the environment.

“Environmental Permits” means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws.

“Equipment” means equipment, as that term is defined in the U.C.C.

“Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto.

“ERISA Event” means (a) the existence of a condition or event with respect to an ERISA Plan that presents a material risk of the imposition of a material excise tax or any other material liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement by a Company in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in material liability to a Company; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security under Code Section 412(c)(4) or ERISA Section 302(c)(4); (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the occurrence of a Multiemployer Plan being in endangered or critical status, as defined in Section 432 of the Code;

(g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy, in all material respects, any requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by or any expectation of the incurrence by a Controlled Group member of any material liability for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code Section 4980B.

“ERISA Plan” means an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

“Eurodollar” means a Dollar denominated deposit in a bank or branch outside of the United States.

“Eurodollar Loan” means the Term Loan so long as it bears interest at the Derived Eurodollar Rate.

“Eurodollar Rate” means, with respect to the Term Loan, for any Interest Period, a rate per annum equal to the rate of interest, determined by Lender in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to the Term Loan, as listed as LIBOR, as published by Thomson Reuters or Bloomberg (or, if for any reason such rate is unavailable from Thomson Reuters or Bloomberg, from any other similar company or service that provides rate quotations comparable to those currently provided by Thomson Reuters or Bloomberg), for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period.

“Event of Default” means an event or condition that shall constitute an event of default as defined in Article VII hereof.

“Excluded Collateral” means the equipment set forth on Schedule 2 hereto.

“Excluded Swap Obligations” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Credit Party and any and all guarantees of such Credit Party’s Swap Obligations by other Credit Parties), at the time such guarantee or grant of security interest of such Credit Party becomes, or would become, effective with respect to such Swap

Obligation. If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is, or becomes, illegal.

“Excluded Taxes” means, in the case of Lender, (a) taxes imposed on or measured by its overall net income or branch profits, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which Lender is organized or in which its principal office is located, and (b) any withholding tax imposed with respect to Lender pursuant to FATCA.

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the Closing Date (or any amended or successor version that is substantively comparable to and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the Closing Date.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Financial Officer” means any of the following officers: chief executive officer, president, chief financial officer or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of Administrative Borrower.

“Fixed Charge Coverage Ratio” means, as determined for the most recently completed twelve consecutive calendar months of Parent and its Subsidiaries, on a Consolidated basis, the ratio of (a) the total of (i) Consolidated EBITDA, less (i) Capital Expenditures that were not specifically funded by Indebtedness (provided, that, Capital Expenditures that were funded by a revolving loan under the ABL Credit Agreement shall be subtracted from Consolidated EBITDA in calculating the Fixed Charge Coverage Ratio), less (ii) taxes paid in cash, less (iii) dividends and distributions paid in cash, less (iv) water treatment or reclamation expenses paid in cash to the extent not included in the determination of net income and not funded by investments in restricted cash accounts for the Global Water Trust, less, (v) cash allocated to investments in restricted cash accounts for the Global Water Trust, in each case, of Parent and its Subsidiaries calculated on a Consolidated basis with respect to such period to (b) Consolidated Fixed Charges.

“Fixed Charge Coverage Testing Period” means any period in which the Liquidity of the Borrowers at any time is less than Six Million Two Hundred Fifty Thousand Dollars ($6,250,000). For purposes of this Agreement, the occurrence of a Fixed Charge Coverage Testing Period shall

be deemed continuing at Lender’s option until the average Liquidity of the Borrowers exceeds $10,000,000 for a ninety (90) consecutive calendar day period, in which case a Fixed Charge Coverage Testing Period shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Fixed Charge Coverage Testing Period as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Fixed Charge Coverage Testing Period in the event that the conditions set forth in this definition again arise.

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

“Funding Date” means the date on which all conditions set forth in Section 4.2 have been met and Lender shall fund the Term Loan to Borrowers pursuant to Section 2.1 hereof.

“GAAP” means, subject to Section 1.2(b) hereof, generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and procedures of the Companies.

“Global Water Trust” shall mean collectively, (i) Global Treatment Trust among PBS Coals, Inc., Croner Inc., RoxCoal Inc. and the Pennsylvania Department of Environmental Protection, (ii) PBS Wilson Creek Treatment Trust among Wilson Creek Holdings, Inc., PBS Coals, Inc., Wilson Creek Energy LLC and the Pennsylvania Department of Environmental Protection and (iii) Clear Run Trust Agreement between PBS Coals, Inc. and the Pennsylvania Department of Environmental Protection.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, department, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization exercising such functions, and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantor” means a Person that shall have pledged its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection), surety, comaker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind.

“Guarantor of Payment” means any Person that shall execute and deliver a Guaranty of Payment (or Guaranty of Payment Joinder) to Lender.

“Guaranty of Payment” means each Guaranty of Payment executed and delivered in connection with this Agreement by one (1) or more Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

“Guaranty of Payment Joinder” means each Guaranty of Payment Joinder, executed and delivered by a Guarantor of Payment for the purpose of adding such Guarantor of Payment as a party to a previously executed Guaranty of Payment.

“Hedge Agreement” means any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device entered into by a Company with any Person in connection with any Indebtedness of such Company, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates entered into by a Company.

“IFRS” shall mean International Financial Reporting Standards in effect from time to time, applied on a basis consistent with the past accounting practices and procedures of Parent.

“Indebtedness” means, for any Company or Credit Party at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under (i) letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties and (ii) surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;
(g) all obligations in respect of Disqualified Equity Interests; and
(h) all Guarantees in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Indebtedness of any Person for purposes of clause (e) that is expressly made

non-recourse or limited-recourse (limited solely to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate principal amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnitees” means Lender and each of its Related Parties.

“Initial Principal Amount” means an amount equal to the sum of (a) the initial outstanding principal balance of the Term Loan plus (b) the aggregate amount of paid-in-kind (capitalized) interest added to the outstanding principal balance of the Term Loan pursuant to Section 2.2(a) hereof.

“Intellectual Property Security Agreement” means each Intellectual Property Security Agreement, executed and delivered by a Credit Party, wherein such Credit Party, as the case may be, has granted to Lender, a security interest in all intellectual property owned by such Credit Party as security for the Obligations, as the same may from time to time be amended, restated or otherwise modified.

“Interest Payment Date” means the date commencing one (1) month after the Closing Date and continuing on the same day of each calendar month thereafter.

“Interest Period” means, with respect to the Term Loan, the period commencing on the date the Term Loan is made and ending on the last day of such period, as selected by Administrative Borrower pursuant to the provisions hereof, and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of such period. The duration of each Interest Period for the Term Loan shall be one (1) month. The initial Interest Period shall commence on the Funding Date and conclude on the first Interest Payment Date.

“Interest PIK Date” means each Interest Payment Date that occurs on or prior to the first anniversary of the Closing Date.

“Interim Replacement Rate” means, for any day, a rate per annum equal to the higher of (a) the Prime Rate, and (b) one half of one percent (.50%) in excess of the Federal Funds Effective Rate; provided that if the SPV (or the Federal Reserve Board, the Federal Reserve Bank of Boston, the Secretary of the Treasury or other applicable Governmental Authority) has provided guidance regarding the replacement benchmark (and any margin for, or adjustment to, such replacement benchmark) which should be used in respect of loans made under the Main Street Lending New Loan Program, the “Interim Replacement Rate” shall be a rate determined by Lender in compliance with such guidance (with prompt notice thereof to Administrative Borrower). Any change in the Interim Replacement Rate shall be effective immediately from and after such change in the Interim Replacement Rate.

“Inventory” means inventory, as that term is defined in the U.C.C.

“IRS” means the United States Internal Revenue Service.

“KEF” means Key Equipment Finance, a division of KeyBank National Association, together with its successors and assigns, including, without limitation, 36th Street Capital Partners, LLC.

“KEF Agreement” means that certain Master Equipment Lease Agreement dated as of the August 16, 2019, by and among KEF, the Borrowers and the other parties party thereto, as amended, restated or otherwise modified from time to time.

“KEF Indebtedness” shall mean the obligations owed pursuant to the KEF Agreement (but only the extent that the aggregate amount outstanding thereunder does not increase at any time after the Closing Date).

“KeyBank” means KeyBank National Association, a national banking association and its successors and permitted assigns.

“KYC Information” means all information (including Beneficial Ownership Certifications) relating to the Companies and Credit Parties that is necessary (including, without limitation, the name, address, tax payer identification number, IRS Form W-9, copies of organizational documents, copies of government issued identification, addresses and names of officers, beneficial owners and controlling members of each Company and Credit Party) for Lender for purposes of compliance by Lender with applicable Law relating to the funding of terrorist activities and money laundering (including, without limitation, the Patriot Act), and any policy or procedure implemented by Lender to comply therewith.

“Landlord’s Waiver” means a landlord’s waiver or mortgagee’s waiver, each in form and substance satisfactory to Lender, delivered by a Credit Party in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

“Laws” means, collectively, all international, foreign, federal, provincial, territorial, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” means that term as defined in the first paragraph of this Agreement.

“LIBOR” means the London interbank offered rate for Dollar deposits in immediately available funds.

“Lien” means any mortgage, deed of trust, security interest, lien (statutory or other), charge, assignment, hypothecation, encumbrance on, pledge or deposit of, or conditional sale, lease (other than operating lease), sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any property (real or personal) or asset, and the filing of, or agreement to give, any financing statement perfecting a security interest or providing a notice filing (other than a notice filing with respect to a bailment, a consignment or an operating lease) of a lien or security interest under the Law of any jurisdiction.

“Liquidity” means at any time the sum of all unrestricted cash and cash equivalents of the Companies that are not subject to any Lien other than a Lien in favor of Lender or a Lien securing Other KeyBank Indebtedness.

“Loan” means the Term Loan.

“Loan Documents” means, collectively, this Agreement, each Note, each Guaranty of Payment, each Guaranty of Payment Joinder, and each Security Document, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto; provided that (a) “Loan Documents” shall not include any Borrower Certifications; (b) from and after the effectiveness thereof, the “Loan Documents” shall include the Assignment in Blank and the Co-Lender Agreement; (c) no Hedge Agreement shall be deemed to be a Loan Document and (d) “Loan Documents” shall not include any document delivered in connection with the Other KeyBank Indebtedness.

“Main Street Lending New Loan Program” means the “Main Street New Loan Facility” provided under the Main Street Lending Program.

“Main Street Lending Program” means the Main Street Lending Program established by the Federal Reserve Board.

“Management Fees” means management, consulting or other similar fees paid by any Company to any Person that is an equity holder (other than a Company) of a Company or of an Affiliate of a Company.

“Mandatory Prepayment” means that term as defined in Section 2.9 hereof.

“Material Adverse Effect” means a material adverse effect on (a) the financial condition, results of operations, business or prospects of any Credit Party, (b) the financial condition, results of operations, business or prospects of the Companies taken as a whole, (c) the rights and remedies of Lender under any Loan Document, (d) the ability of any Credit Party to perform its obligations under any Loan Document to which it is a party, or (e) the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party; provided, that, for purposes of clauses (a) and (b) above, the direct negative impact on financial condition, results of operations, business or prospects of any Borrower or of the Companies taken as a whole as a result of the COVID-19 pandemic, in each case prior to the Closing Date shall not be considered a Material Adverse Effect under clauses (a) or (b), as applicable.

“Material Indebtedness Agreement” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of any Company or the Companies equal to or in excess of the amount of Two Hundred Fifty Thousand Dollars ($250,000).

“Material Recovery Determination Notice” means that term as defined in Section 2.9(a) hereof.

“Material Recovery Event” means (a) any casualty loss in respect of assets of a Company covered by casualty insurance, and (b) any compulsory transfer or taking under threat of

compulsory transfer of any asset of a Company any Governmental Authority; provided that, in the case of either subpart (a) or (b) hereof, the proceeds received by the Companies from such loss, transfer or taking exceeds One Hundred Thousand Dollars ($100,000).

“Maximum Rate” means that term as defined in Section 2.2(c) hereof.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to such company.

“MSLP Compliance Certificate” means a certificate substantially in the form of Exhibit C hereto executed by two Authorized Officers of each Borrower (as indicated therein).

“MSLP Hedge Obligations” means all obligations and liabilities of any Borrower owing to Lender (or an Affiliate of Lender) under any Hedge Agreement in respect of the Term Loan.

“Multiemployer Plan” means a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

“Norwich” shall mean Norwich Services, Inc.

“Note” means any Term Note, or any other promissory note delivered pursuant to this Agreement.

“Obligations” means, collectively, (a) all Indebtedness and other obligations now owing or hereafter incurred by one or more Borrowers to Lender (or any Indemnitee) pursuant to this Agreement and the other Loan Documents, and includes the principal of and interest on the Term Loan; (b) each renewal, extension, consolidation or refinancing of any of the foregoing, in whole or in part; (c) all fees payable pursuant to this Agreement or any other Loan Document; and (d) all Related Expenses; provided that Obligations of a Credit Party shall not include Excluded Swap Obligations owing from such Credit Party.

“OFAC” means that term as defined in Section 6.3(d) hereof.

“Organizational Documents” means, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, operating agreement or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

“Other Connection Taxes” means, with respect to Lender, Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Taxes (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or any Loan Document).

“Other KeyBank Indebtedness” means that term as defined in Section 5.8(i) hereof.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise, ad valorem or property taxes, goods and services taxes, harmonized sales taxes and other

sales taxes, use taxes, value added taxes, transfer taxes, charges or similar taxes or levies arising from any payment made hereunder or under any other Loan Document, or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Parent” means Corsa Coal Corp., a British Columbia, Canada corporation.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation, and its successor.

“Pension Plan” means an ERISA Plan that is a “pension plan” (within the meaning of ERISA Section 3(2)).

“Person” means any individual, sole proprietorship, partnership, limited partnership, joint venture, unincorporated organization, company, corporation, limited liability company, unlimited liability company, institution, trust, estate, Governmental Authority or any other entity.

“Permitted Encumbrances” means (a) Liens in favor of Lender; (b) Liens for taxes, assessments or other charges that (i) are not delinquent or (ii) are being contested in good faith by appropriate proceedings that stay the enforcement of such Liens and with respect to which proper reserves have been taken by the Credit Parties in accordance with GAAP or IFRS, as applicable; provided, that, such Liens shall have no effect on the priority of the Liens in favor of Lender and a stay of enforcement of any such Lien shall be in effect; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance or general liability or product liability insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, performance bonds, surety and appeal bonds and other obligations of like nature arising in the ordinary course of any Credit Party’s business; (e) mechanics, workers, materialmen’s, warehousemen's, common carriers, landlord’s or other like Liens arising in the ordinary course of any Credit Party’s business with respect to obligations which are not due or which are being contested in good faith by the applicable Credit Party; (f) Liens placed upon equipment and real estate assets acquired to secure a portion of the purchase price thereof, provided that (i) any such Lien shall not encumber any other property of the Credit Parties other than insurance and other proceeds of such equipment and real estate and (ii) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases during any calendar year shall not exceed the amount provided for in Section 7.6 of the ABL Credit Agreement; (g) zoning restrictions, easements, encroachments, rights of way, restrictions, leases, licenses, restrictive covenants and other similar title exceptions or Liens affecting real property, none of which materially impairs the use of such real property or the value thereof, and none of which is violated in any material respect by existing or supporting structures or land use; (h) attachment and judgment liens which do not constitute an Event of Default; (i) Liens disclosed on Schedule 5.9 hereto provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien; (j) Liens in favor of KEF, securing the KEF Indebtedness, as long as such

Liens are on only those assets defined as the Excluded Collateral; and (k) Liens securing the Other KeyBank Indebtedness.

“Permitted Redemption” means that certain redemption by QKGI Legacy Holdings, LP of the Equity Interests it holds of Wilson Creek Energy, LLC solely in exchange for Equity Interests in Parent.

“Pledged Notes” means that term as defined in the Security Agreement.

“Pledged Securities” means that term as defined in the Security Agreement.

“PPP” means The Paycheck Protection Program under Section 7(a) of the Small Business Act (15 U.S.C. § 636(a)).

“Prime Rate” means the interest rate established from time to time by Lender as Lender’s prime rate, whether or not such rate shall be publicly announced; the Prime Rate may not be the lowest interest rate charged by Lender for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

“Processor’s Waiver” means a processor’s waiver (or similar agreement), in form and substance reasonably satisfactory to Lender, delivered by a Credit Party in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

“Related Expenses” means any and all costs, liabilities and expenses (including, without limitation, losses, damages, penalties, claims, actions, attorneys’ fees, legal expenses, judgments, suits and disbursements) (a) incurred by, Lender or any other Indemnitee, or imposed upon or asserted against, Lender or any other Indemnitee, in any attempt by Lender to (i) enforce this Agreement or any other Loan Document or obtain, preserve, perfect or enforce any Loan Document or any security interest evidenced by any Loan Document; (ii) obtain payment, performance or observance of any and all of the Obligations; or (iii) maintain, insure, audit, collect, preserve, repossess or dispose of any of the collateral securing the Obligations or any part thereof, including, without limitation, costs and expenses for appraisals, assessments and audits of any Company or any such collateral; or (b) incidental or related to subpart (a) above, including, without limitation, interest thereupon from the date incurred, imposed or asserted until paid at the Default Rate.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Related Writing” means each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement, audit report or other writing furnished by any Credit Party, or any of its officers, to Lender pursuant to or otherwise in connection with this Agreement (in each case, other than each Borrower Certifications).

“Reportable Event” means any of the events described in Section 4043 of ERISA except where notice is waived by the PBGC.

“Requirement of Law” means, as to any Person, any Law applicable to or binding upon such Person or any of its property.

“Restricted Payment” means, with respect to any Company, (a) any Capital Distribution, (b) any amount paid or other consideration given by such Company in repayment, redemption, retirement or repurchase, directly or indirectly, of any Subordinated Indebtedness, or (c) any Management Fees.

“Sanctions” means any sanctions administered or enforced from time to time by (a) the United States government, including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control or the United States Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authorities.

“SBA Lender” means KeyBank National Association.

“SBA Loan” means (i) that certain loan in the principal amount of Eight Million One Hundred Four Thousand Thirty-Nine Dollars ($8,104,039) made by the SBA Lender to Wilson Creek Energy, LLC under the PPP, and (ii) that certain loan in the principal amount of Two Hundred Forty-Nine Thousand Seventy-Five Dollars ($249,075) made by the SBA Lender to Wilson Holdings under the PPP.

“SBA Loan Forgiveness Determination Date” means, with respect to any SBA Loan, the date on which the SBA Lender issues a determination of the amount of such SBA Loan that will be forgiven based on the applicable SBA Borrower’s application for loan forgiveness pursuant to the PPP.

“Secured Parties” means (a) Lender, (b) the Indemnitees, and (c) the successors and assigns of each of the foregoing.

“Securities Account” means a securities account, as that term is defined in the U.C.C.

“Securities Account Control Agreement” means each Securities Account Control Agreement (or similar agreement with respect to a Securities Account) among a Credit Party, Lender and a Securities Intermediary, to be in form and substance satisfactory to Lender, as the same may from time to time be amended, restated or otherwise modified.

“Securities Intermediary” means a clearing corporation or a Person, including, without limitation, a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity.

“Security Agreement” means each Security Agreement executed and delivered to Lender by a Credit Party, as the same may from time to time be amended, restated or otherwise modified.

“Security Agreement Joinder” means each Security Agreement Joinder, executed and delivered by a Guarantor of Payment for the purpose of adding such Guarantor of Payment as a party to a previously executed Security Agreement.

“Security Document” means each Security Agreement, each Security Agreement Joinder, each Intellectual Property Security Agreement, each Collateral Access Agreement, each Control Agreement, each U.C.C. Financing Statement or similar filing as to a jurisdiction located outside of the United States filed in connection herewith or perfecting any interest created in any of the foregoing documents, and any other document pursuant to which any Lien is granted by a Company or any other Person to Lender, as security for the Obligations, or any part thereof, and each other agreement executed or provided to Lender in connection with any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.

“SPV” means MS Facilities LLC, a Delaware limited liability company.

“SPV Commitment Date” has the meaning specified in Section 4.2 hereof.

“Standard & Poor’s” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Subordinated Indebtedness” means Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Lender) in favor of the prior payment in full of the Obligations.

“Subsidiary” means, with respect to any Person, (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by such Person or by one (1) or more other subsidiaries of such Person or by such Person and one (1) or more subsidiaries of such Person, (b) a partnership, limited liability company or unlimited liability company of which such Person, one (1) or more other subsidiaries of such Person or such Person and one (1) or more subsidiaries of such Person, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has an ownership interest greater than fifty percent (50%) of all of the ownership interests in such partnership, limited liability company or unlimited liability company, or (c) any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which such Person, one (1) or more other subsidiaries of such Person or such Person and one (1) or more subsidiaries of such Person, directly or indirectly, has at least a majority interest in the Voting Power or the power to elect or direct the election of a majority of directors or other governing body of such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Parent.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any

International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means, with respect to any Company or Credit Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, as to any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of Lender).

“Synthetic Indebtedness” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including, any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a socalled synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means the loan made to Borrowers by Lender pursuant to the Term Loan Commitment, in accordance with Section 2.1 hereof.

“Term Loan Commitment” means the obligation hereunder of Lender to make the Term Loan on the Funding Date in the original principal amount of Twenty-Five Million Dollars ($25,000,000).

“Term Loan Maturity Date” means December 14, 2025 (the fifth anniversary of the Closing Date).

“Term Note” means any Term Note, in the form of the attached Exhibit A, executed and delivered pursuant to Section 2.3 hereof.

“Transaction Expenses” shall mean any non-recurring fees, cash charges and other cash expenses, in an aggregate amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000.00), made or incurred in connection with the closing of this Agreement that are paid within 60 days of the Closing Date.

“U.C.C.” means the Uniform Commercial Code, as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “U.C.C.” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“U.C.C. Financing Statement” means a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect from time to time, in the relevant state or states.

“United States” means the United States of America.

“Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

“Welfare Plan” means an ERISA Plan that is a “welfare plan” within the meaning of ERISA Section 3(l).

“Wilson Holdings” means that term as defined in the first paragraph of this Agreement.

Section 1.2. Accounting Terms.

(a) Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP or IFRS (if IFRS is specifically stated to apply); provided that whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP or IFRS, as applicable.

(b) If any change in the rules, regulations, pronouncements, opinions or other requirements of the Financial Accounting Standards Board (or any successor thereto or agency with similar function) is made with respect to GAAP, or if Borrowers adopt IFRS, and such change or adoption results in a change in the calculation of any component (or components in the aggregate) of the financial covenants set forth in Section 5.7 hereof, the related financial definitions or any other provision in any Loan Document, at the option of Lender or Administrative Borrower, the parties hereto will enter into good faith negotiations to amend such financial covenants, financial definitions or other provisions in such manner as the parties shall agree, each acting reasonably, in order to reflect fairly such change or adoption so that the criteria for evaluating the

financial condition of Borrowers or any provision of a Loan Document shall be the same in commercial effect after, as well as before, such change or adoption is made (in which case the method and calculating such financial covenants definitions and other provisions shall be determined in the manner so agreed); provided that, until so amended, such calculations shall continue to be computed in accordance with GAAP as in effect prior to such change or adoption. Notwithstanding anything to the contrary contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (A) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Company at “fair value,” as defined therein and (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any obligations relating to a lease that was accounted for by such Person as an “operating lease” as of the Closing Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as obligations relating to a capital lease.

Section 1.3. Terms Generally. The foregoing definitions shall be applicable to the singular and plural forms of the foregoing defined terms. Unless otherwise defined in this Article I, terms that are defined in the U.C.C. are used herein as so defined.

Section 1.4. Delaware Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.5. LIBOR Notification. The interest rate on the Term Loan is determined by reference to LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on the Term Loan. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.6 hereof, Section 3.6 hereof provides a mechanism for determining an alternative rate of interest. Lender will notify the Administrative Borrower, pursuant to Section

3.6 hereof, in advance of any change to the reference rate upon which the interest rate on the Term Loan is based. However, Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR” or with respect to any alternative or successor rate thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.6 hereof, will be similar to, or produce the same value or economic equivalence of, LIBOR or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

ARTICLE II. AMOUNT AND TERMS OF CREDIT

Section 2.1. Term Loan Commitment. Subject to the terms and conditions of this Agreement, Lender shall make the Term Loan to Borrowers not later than three Business Days following the SPV Commitment Date (unless any conditions set forth in Section 4.2 hereof are not satisfied as of such date), in the amount of the Term Loan Commitment. On each of the third and fourth anniversaries of the Closing Date, Borrowers shall make a payment of principal of the Term Loan equal to fifteen percent (15%) of the Initial Principal Amount. Borrowers shall pay the remaining balance of the Term Loan in full on the Term Loan Maturity Date. Once the Term Loan is made, any portion of the Term Loan repaid may not be re-borrowed. The Term Loan Commitment shall terminate on the date that the Term Loan is made.

Section 2.2. Interest.

(a) Term Loan. Borrowers shall pay interest on the unpaid principal amount of the Term Loan outstanding from time to time, with the interest rate to be fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto, at the Derived Eurodollar Rate. Interest on the Term Loan shall be payable (in immediately available funds) on each Interest Payment Date and at such other times as may be specified herein; provided that, on each Interest PIK Date, any accrued and unpaid interest on the Term Loan shall be paid in kind (capitalized) and added to the outstanding principal balance of the Term Loan as of such Interest PIK Date.

(b) Default Rate. Anything herein to the contrary notwithstanding, if an Event of Default shall occur, (i) the principal of the Term Loan and the unpaid interest thereon shall bear interest, until paid, at the Default Rate and (ii) in the case of any other amount not paid when due from Borrowers hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate.

(c) Limitation on Interest. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Term Loan or, if it exceeds such unpaid principal, refunded

to Administrative Borrower. In determining whether the interest contracted for, charged, or received by Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

Section 2.3. Evidence of Indebtedness. Upon the request of Lender, the obligation of Borrowers to repay the Term Loan and to pay interest thereon shall be evidenced by a Term Note of Borrowers; provided that the failure of Lender to request a Term Note shall in no way detract from any Borrower’s obligations to Lender hereunder.

Section 2.4. Continuation of the Term Loan; Interest Periods.

(a) Continuation of the Term Loan. Lender shall continue the Term Loan as of the end of each Interest Period with a new Interest Period.

(b) Interest Periods. There shall only be one Interest Period in effect at the any time. Section 2.5. Payment on the Term Loan and Other Obligations.

(a) Payments Generally. Each payment made hereunder or under any other Loan Document by or on behalf of any Borrower or any other Credit Party shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.

(b) Payments to Lender. All payments of principal, interest and fees shall be made to Lender in Dollars and (except for any interest paid in kind pursuant to Section 2.2(a) hereof) in immediately available funds. Lender shall record (i) any principal, interest or other payment, and (ii) the principal amount of the Term Loan, and all prepayments thereof and the applicable dates, including Interest Periods, with respect thereto, by such method as Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of any Borrower under this Agreement or any Note. The aggregate unpaid amount of the Term Loan, Interest Periods and similar information with respect to the Term Loan set forth on the records of Lender shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to Lender. All payments described in this subsection (b) shall be remitted to Lender, at the address of Lender for notices referred to in Section 10.3 hereof for the account of Lender not later than 11:00 A.M. (Eastern time) on the due date thereof in immediately available funds. Any such payments received by Lender after 11:00 A.M. (Eastern time) shall be deemed to have been made and received on the next Business Day.

(c) Timing of Payments. Whenever any payment to be made hereunder, including, without limitation, any payment to be made on the Term Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Loan; provided that if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

Section 2.6. Prepayment.

(a) Right to Prepay. Borrowers shall have the right at any time or from time to time to prepay all or any part of the principal amount of the Term Loan then outstanding, as designated by Administrative Borrower, subject to the terms hereof. Such payment shall include interest accrued on the Term Loan to the date of such prepayment and any amount payable under Article III hereof with respect to the amount being prepaid. Prepayments of the Term Loan shall be without any premium or penalty. Each prepayment of the Term Loan shall be applied to the principal installments thereof in the direct order of their respective maturities, provided that Lender shall be entitled to apply any prepayment (i) first to any Related Expenses, (ii) second, to any unpaid fees or accrued interest (whether or not due), and (iii) then to the payments of principal of the Term Loan in the direct order of maturities.

(b) Notice of Prepayment. Administrative Borrower shall give Lender irrevocable written notice of prepayment of the Term Loan by no later than 1:00 P.M. (Eastern time) three (3) Business Days before the Business Day on which any prepayment is to be made.

Section 2.7. Certain Fees.

(a) Transaction Fee. Borrowers shall pay to Lender, on the Funding Date, a transaction fee in an amount equal to 1.00% of the Term Loan Commitment (the “Transaction Fee”), which shall be fully-earned when due and non-refundable.

(b) Origination Fee. Borrowers shall pay to Lender, on the Funding Date, an origination fee in an amount equal to 1.00% of the Term Loan Commitment (the “Origination Fee”), which shall be fully-earned when due and non-refundable.

(c) Collateral Audit and Appraisal Fees. Borrowers shall promptly reimburse Lender for all costs and expenses relating to (i) collateral field audits, (ii) fixed asset appraisals, and (iii) any other collateral assessment expenses that may be conducted from time to time by or on behalf of Lender, the scope and frequency of which shall be in the reasonable discretion of Lender; provided that, absent an Event of Default, Borrowers shall not be required to reimburse Lender for more than one (1) collateral assessment of each type per fiscal year of Parent.

(d) Authorization to Debit Account. Each Borrower hereby agrees that Lender has the right to debit from any Deposit Account of such Borrower or any other Credit Party, amounts due and owing to Lender by any Borrower under this Agreement and the Loan Documents for payment of fees, expenses and other amounts incurred or owing in connection therewith.

Section 2.8. Computation of Interest and Fees. Interest on the Term Loan, Related Expenses, and fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed.

Section 2.9. Mandatory Payments.

(a) Mandatory Prepayments. Borrowers shall, until the Obligations are paid in full, make Mandatory Prepayments (each a “Mandatory Prepayment”) in accordance with the following provisions:

(i) Material Borrower Certification Breach. If, on any date (such date, a “Trigger Date”), the Federal Reserve Board or a designee thereof has, after consultation with Lender, notified Lender in writing that Borrower has materially breached, made a material misrepresentation with respect to or otherwise failed to comply with certifications in Section 2 (CARES Act Borrower Eligibility Certifications and Covenants) or Section 3 (FRA and Regulation A Borrower Eligibility Certifications) of the Borrower Certifications in any material respect or that any such certification has failed to be true and correct in any material respect, then Lender shall promptly so notify Borrower and Borrower shall, no later than two (2) Business Days after such Trigger Date, prepay the Term Loan in full, along with any accrued and unpaid interest thereon and all other Obligations owing thereunder.

(ii) Sale of Assets. Upon the sale or other disposition of any assets by a Credit Party (permitted pursuant to Section 5.12 hereof) to any Person other than a Credit Party or in the ordinary course of business, and, to the extent the proceeds of such sale or other disposition (in the case of assets subject to a Lien permitted by Section 5.9 hereof, after paying off the applicable Indebtedness secured by such Lien that is required to be paid) are in excess of One Hundred Thousand Dollars ($100,000) during any fiscal year of Parent and are not to be reinvested in fixed assets or other similar assets within one hundred eighty (180) days of such sale or other disposition, Borrowers shall make a Mandatory Prepayment, on the date of such sale or other disposition, in an amount equal to one hundred percent (100%) of the proceeds of such disposition net of amounts required to pay taxes and reasonable costs applicable to such sale or disposition.

(iii) Material Recovery Event. Within ten (10) days after the occurrence of a Material Recovery Event, Administrative Borrower shall furnish to Lender written notice thereof. Within sixty (60) days after such Material Recovery Event, Administrative Borrower shall notify Lender of Borrowers’ determination as to whether or not to replace, rebuild or restore the affected property (a “Material Recovery Determination Notice”). If the applicable Credit Party decides not to replace, rebuild or restore such property, or if Administrative Borrower has not delivered the Material Recovery Determination Notice within sixty (60) days after such Material Recovery Event, then the proceeds of insurance paid in connection with such Material Recovery Event, when received, shall be paid as a Mandatory Prepayment (in the case of assets subject to a Lien permitted by Section 5.9 hereof, after paying off the applicable Indebtedness secured by such Lien that is required to be paid). If the applicable Credit Party decides to replace, rebuild or restore such property, then any such replacement, rebuilding or restoration must be (A) commenced within six (6) months of the date of the Material Recovery Event, and (B) substantially completed within twelve (12) months of such commencement date or such longer period of time necessary to complete the work with reasonable diligence and approved in writing by Lender, in its reasonable discretion, with such casualty insurance proceeds and other funds available to the appropriate Credit Parties for replacement, rebuilding or restoration of such property. Any amounts of such insurance proceeds in connection with such Material Recovery Event not applied to the costs of replacement or restoration shall be applied as a Mandatory Prepayment.

(iv) Additional Indebtedness. If, at any time, any of the Credit Parties shall incur Indebtedness other than Indebtedness permitted pursuant to Section 5.8 hereof (which other Indebtedness shall not be incurred without the prior written consent of Lender), Borrowers shall make a Mandatory Prepayment, on the date that such Indebtedness is incurred, in an amount equal to one hundred percent (100%) of the net cash proceeds of such Indebtedness, net of costs and expenses related thereto and amounts required to be applied to the repayment of other Indebtedness permitted hereunder.

(b) Application of Mandatory Prepayments. Each Mandatory Prepayment required to be made pursuant to Section 2.9(a) hereof shall be applied to the Term Loan; provided that Lender shall be entitled to apply such amounts (i) first to any Related Expenses, (ii) second, to any unpaid fees or accrued interest (whether or not due), and (iii) third to the payments of principal of the Term Loan in the direct order of maturities. All prepayments of the Term Loan pursuant to this Section 2.9 shall be subject to the prepayment provisions set forth in Article III hereof.

(c) Main Street Lending Program. Notwithstanding anything contained in this Section 2.9 to the contrary, if the SPV, the Federal Reserve Board, the Federal Reserve Bank of Boston, the Secretary of the Treasury or other applicable Governmental Authority provides any guidance on or after the Closing Date that indicates that any Mandatory Prepayment set forth in Section 2.9(a)(ii) through (iv) is not permitted under the Main Street Lending Program and/or in respect of loans under the Main Street New Loan Facility, and such guidance is applicable to the Term Loan, the applicable Borrower shall, instead of making such Mandatory Prepayment(s), deposit the applicable proceeds in an amount equal to the amount of such Mandatory Prepayment into a Deposit Account maintained by such Borrower with Lender, without liability by Lender to pay interest thereon, and Lender shall have the exclusive right to withdraw such funds out of such Deposit Account until all of the Obligations are paid in full; provided that (i) Lender may, in its sole discretion, at any time and from time to time, release funds from such Deposit Account to such Borrower for use in its business; (ii) if such Borrower so requests, Lender shall apply such funds as a voluntary prepayment of the Term Loan; and (iii) absent the continuance of an Event of Default, such Borrower shall have the right to withdraw funds out of such Deposit Account to extent such funds exceed fifteen (15%) percent of the then outstanding balance of the Term Loan.

Section 2.10. Liability of Borrowers.

(a) Joint and Several Liability. Each Borrower hereby authorizes Administrative Borrower or any other Borrower to request the Term Loan hereunder. Each Borrower acknowledges and agrees that Lender is entering into this Agreement at the request of each Borrower and with the understanding that each Borrower is and shall remain fully liable, jointly and severally, for payment in full of the Obligations and any other amount payable under this Agreement and the other Loan Documents. Each Borrower agrees that it is receiving or will receive a direct pecuniary benefit for the Term Loan (including the Obligations of Borrowers through Article IX hereof).

(b) Appointment of Administrative Borrower. Each Borrower hereby irrevocably appoints Administrative Borrower as the borrowing agent and attorney-in-fact for all Borrowers, which appointment shall remain in full force and effect unless and until Lender shall have received prior written notice signed by each Borrower that such appointment has been revoked and that

another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower to (i) provide Lender with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement, (ii) take such action as Administrative Borrower deems appropriate on its behalf to obtain Loans, and (iii) exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group.

(c) Maximum Liability of Each Borrower (other than Wilson Holdings) and Rights of Contribution. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, in no event shall the maximum liability of any Borrower (other than Wilson Holdings) exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of such Borrower from other Affiliates of such Borrower) would not render the rights to payment of Lender hereunder void, voidable or avoidable under any applicable fraudulent transfer law (including with respect to Section 2.11(d) hereof). Borrowers hereby agree as among themselves that, in connection with the payments made hereunder, each Borrower (other than Wilson Holdings) shall have a right of contribution from each other Borrower in accordance with applicable law. Such contribution rights shall be waived until such time as the Obligations have been irrevocably paid in full, and no Borrower shall exercise any such contribution rights until the Obligations have been irrevocably paid in full.

(d) Swap Obligations Keepwell Provision. Each Borrower that is an “eligible contract participant” as defined in the Commodity Exchange Act hereby jointly and severally, absolutely, unconditionally and irrevocably, undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party in order for such Credit Party to honor its obligations under the Loan Documents in respect of the Swap Obligations. The obligations of each such Borrower under this Section 2.11(d) shall remain in full force and effect until all Obligations are paid in full. Borrowers intend that this Section 2.11(d) constitute, and this Section 2.11(d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(e) Waivers of Each Borrower. In the event that any obligation of any Borrower under this Agreement is deemed to be an agreement by such Borrower to answer for the debt or default of another Credit Party or as an hypothecation of property as security therefor, each Borrower represents and warrants that (i) no representation has been made to such Borrower as to the creditworthiness of such other Credit Party, and (ii) such Borrower has established adequate means of obtaining from such other Credit Party on a continuing basis, financial or other information pertaining to such other Credit Party’s financial condition. Each Borrower expressly waives, except as expressly required under this Agreement, diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by Lender of any additional security of another Credit Party for the obligations secured hereby, or the alteration or release in any manner of any security of another Credit Party now or hereafter held in connection with the

Obligations, and consents that Lender and any other Credit Party may deal with each other in connection with such obligations or otherwise, or alter any contracts now or hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration or changes in time for payment of any such obligations or in the terms or conditions of any security held. Lender is hereby expressly given the right, at Lender’s option, to proceed in the enforcement of any of the Obligations independently of any other remedy or security they may at any time hold in connection with such obligations secured and it shall not be necessary for Lender to proceed upon or against or exhaust any other security or remedy before proceeding to enforce Lender’s rights against such Borrower. Each Borrower further waives any right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid to Lender by any other Credit Party until such time as the Commitment has been terminated and the Obligations have been repaid in full.

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO THE TERM LOAN; INCREASED CAPITAL; TAXES

Section 3.1. Requirements of Law.

(a) If, after the Closing Date, (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, or (ii) the compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority:

(A) shall subject Lender to any tax of any kind whatsoever with respect to this Agreement or the Term Loan, or change the basis of taxation of payments to Lender in respect thereof (except for Taxes and Excluded Taxes which are governed by Section 3.2 hereof);

(B) shall impose, modify or hold applicable any reserve, special deposit, insurance charge, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Lender that is not otherwise included in the determination of the Eurodollar Rate; or

and the result of any of the foregoing is to increase the cost to Lender of making, continuing or maintaining the Term Loan or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Borrowers shall pay to Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate Lender for such increased cost or reduced amount receivable. If Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), Lender shall promptly notify Administrative Borrower of the event by reason of which it has become so entitled.

(b) If Lender shall have determined that, after the Closing Date, Change in Law regarding capital adequacy or liquidity, or liquidity requirements, or in the interpretation or application thereof by a Governmental Authority or compliance by Lender or any corporation

controlling Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Lender or such corporation could have achieved but for such Change in Law (taking into consideration the policies of Lender or such corporation with respect to capital adequacy and liquidity), then from time to time, upon submission by Lender to Administrative Borrower of a written request therefor (which shall include the method for calculating such amount), Borrowers shall promptly pay or cause to be paid to Lender such additional amount or amounts as will compensate Lender or such corporation for such reduction.

(c) For purposes of this Section 3.1 and Section 3.4(a) hereof, the Dodd-Frank Act, any requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) under Basel III, and any rules, regulations, orders, requests, guidelines and directives adopted, promulgated or implemented in connection with any of the foregoing, regardless of the date adopted, issued, promulgated or implemented, are deemed to have been introduced and adopted after the Closing Date.

(d) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by Lender to Administrative Borrower shall be conclusive absent manifest error. In determining any such additional amounts, Lender may use any method of averaging and attribution that it (in its sole discretion) shall deem applicable. The obligations of Borrowers pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Term Loan and all other amounts payable hereunder.

Section 3.2. Taxes.

(a) All payments made by any Credit Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes or Other Taxes. If any Taxes or Other Taxes are required to be deducted or withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after deducting, withholding and payment of all Taxes and Other Taxes, including such deductions, withholdings and payments of Taxes and Other Taxes applicable to other sums payable under this Section 3.2) interest or any such other amounts payable hereunder at the rates or in the amounts specified in the Loan Documents.

(b) Whenever any Taxes or Other Taxes are required to be withheld and paid by a Credit Party, such Credit Party shall timely withhold and pay such taxes to the relevant Governmental Authorities. As promptly as possible thereafter, such Credit Party (or Administrative Borrower) shall send to Lender a certified copy of an original official receipt received by such Credit Party showing payment thereof or other evidence of payment reasonably acceptable to Lender. If such Credit Party shall fail to pay any Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to Lender the required receipts or other required documentary evidence, such Credit Party and Borrowers shall indemnify Lender on demand for any incremental Taxes or Other Taxes paid or payable by Lender as a result of any such failure.

(c) The agreements in this Section 3.2 shall survive the termination of the Loan Documents and the payment of the Term Loan and all other amounts payable hereunder.

Section 3.3. Funding Losses. Borrowers jointly and severally agree to indemnify Lender, promptly after receipt of a written request therefor, and to hold Lender harmless from, any loss or expense that Lender may sustain or incur as a consequence of (a) default by Borrowers in making the borrowing of the Term Loan after any Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by Borrowers in making any prepayment of the Term Loan after any Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, or (c) the making of a prepayment of the Term Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed or continued, for the period from the date of such prepayment or of such failure to borrow or continue to the last day of such Interest Period (or, in the case of a failure to borrow or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for the Term Loan provided for herein over (ii) the amount of interest (as determined by Lender) that would have accrued to Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Administrative Borrower by Lender, together with a reasonably detailed calculation and description of such amounts, shall be conclusive absent manifest error. The obligations of Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the Term Loan and all other amounts payable hereunder.

Section 3.4. LIBOR Lending Unlawful; Inability to Determine Rate.

(a) If Lender shall determine (which determination shall, upon notice thereof to Administrative Borrower, be conclusive and binding on Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any Law makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for Lender to make or continue the Term Loan as a Eurodollar Loan, Lender shall notify Administrative Borrower of such circumstances, and the Term Loan shall (subject to Section 3.6 hereof), beginning on the day after then current Interest Period (for so long as such circumstance exists), accrue interest at the Interim Replacement Rate.

(b) If, except as set forth in Section 3.6 hereof, Lender determines that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any Interest Period, or that the Eurodollar Rate for any requested Interest Period with respect to the Term Loan does not adequately and fairly reflect the cost to Lender of funding such Loan, Lender will promptly so notify Administrative Borrower. Thereafter, the obligation of Lender to maintain the Term Loan as a Eurodollar Loan shall be suspended until Lender revokes such notice, and the Term Loan shall (subject to Section 3.6 hereof) accrue interest at the Interim Replacement Rate.

Section 3.5. Funding. Lender may, but shall not be required to, make the Term Loan hereunder with funds obtained outside the United States.

Section 3.6. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 7.02 of the Co-Lender Agreement or anything else contained herein or in any other Loan Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting beginning on the sixth (6th) Business Day after the date notice of such Benchmark Replacement is provided to Administrative Borrower without any amendment to this Agreement or any other Loan Document, or further action or consent of any Borrower.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any Borrower.

(c) Notices; Standards for Decisions and Determinations. Lender will promptly notify Administrative Borrower in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Lender pursuant to this Section 3.6 including, without limitation, any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in Lender’s sole discretion and without consent from any Borrower and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by

Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark or a Relevant Governmental Body has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then Lender may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then Lender may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrowers may revoke any request for a Eurodollar Loan or continuation of the Term Loan to be made or continued during any Benchmark Unavailability Period and, failing that, Borrowers will be deemed to have converted any such request into a request that the Term Loan bear interest at the Interim Replacement Rate. During any Benchmark Unavailability Period the Term Loan will bear interest at the Interim Replacement Rate.

(f) Certain Defined Terms. As used in this Section 3.6:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of this Section 3.6.

“Benchmark” means, initially, LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section 3.6.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by Lender for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;
(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;
(3) the sum of: (a) the alternate benchmark rate that has been selected by Lender and Borrowers as the replacement for the then-current Benchmark for the applicable

Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by Lender in its reasonable discretion.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by Lender:
(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;
(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and
(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Lender and Borrowers for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated or bilateral credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by Lender in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or
(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to Administrative Borrower.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available

Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Relevant Governmental Body announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.6 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.6.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if Lender decides that any such convention is not administratively feasible for Lender, then Lender may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is LIBOR, the occurrence of:

(1) (i) a determination by Lender that at least five currently outstanding Dollardenominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate, and
(2) the election by Lender to trigger a fallback from LIBOR and the provision by Lender of written notice of such election to Administrative Borrower.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR, the time determined by Lender in its reasonable discretion.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto including without limitation the Alternative Reference Rates Committee.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

ARTICLE IV. CONDITIONS PRECEDENT

Section 4.1. Conditions to Closing. Borrowers shall cause the following conditions to be satisfied on or prior to the Closing Date:

(a) Notes. Borrowers shall have executed and delivered to Lender the Term Note if requested by Lender.

(b) Guaranties of Payment. Each Guarantor of Payment shall have executed and delivered to Lender a Guaranty of Payment, in form and substance satisfactory to Lender.

(c) Security Agreements. Each Credit Party shall have executed and delivered to Lender, a Security Agreement and such other documents or instruments, as may be required by Lender to create or perfect the Liens of Lender in the assets of such Credit Party, all to be in form and substance satisfactory to Lender.

(d) [Reserved].

(e) Lien Searches. Except as set forth in Section 4.2(j), with respect to the property owned or leased by any Credit Party, and any other property securing the Obligations, Borrowers shall have caused to be delivered to Lender (i) the results of Uniform Commercial Code lien searches, satisfactory to Lender; (ii) the results of federal and state tax lien and judicial lien searches and pending litigation and bankruptcy searches, in each case satisfactory to Lender; and (iii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to Section 5.9 hereof.

(f) Officer’s Certificate, Resolutions, Organizational Documents. Borrowers shall have delivered to Lender an officer’s certificate (or comparable domestic or foreign documents) certifying the names of the officers of each Credit Party authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (i) the resolutions of the board of directors (or comparable domestic or foreign documents) of such Credit Party evidencing approval of the execution, delivery and performance of the Loan Documents and the execution, delivery and performance of other Related Writings to which such Credit Party is a party, and the consummation of the transactions contemplated thereby, and (ii) the Organizational Documents of such Credit Party.

(g) [Reserved].

(h) [Reserved].

(i) Good Standing and Full Force and Effect Certificates. Borrowers shall have delivered to Lender a good standing certificate or full force and effect certificate (or comparable document, if neither certificate is available in the applicable jurisdiction), as the case may be, for each Credit Party, issued on or about the Closing Date by the Secretary of State in the state or states where such Credit Party is incorporated or formed.

(j) Legal Opinion. Borrowers shall have delivered to Lender opinions of counsel for Borrowers and each other Credit Party, in form and substance satisfactory to Lender.

(k) Insurance Certificates. Borrowers shall have delivered to Lender certificates of insurance on ACORD 25 and 27 or 28 form and proof of endorsements satisfactory to Lender,

providing for adequate personal property and liability insurance for each Company, with Lender listed as lender’s loss payee and additional insured, as appropriate.

(l) KYC Information. Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act.

(m) Advertising Permission Letter. Borrowers shall have executed and delivered to Lender the Advertising Permission Letter.

(n) Closing Certificate. Borrowers shall have delivered to Lender an officer’s certificate certifying that, as of the Closing Date, (i) all conditions precedent set forth in Section 4.1 have been satisfied, (ii) no Default or Event of Default exists or immediately after the closing of this Agreement will exist, (iii) each of the representations and warranties contained in Article VI hereof are true and correct in all respects as of the Closing Date; and (iv) there has not have occurred any change, development, or event that has or would reasonably be expected to have a Material Adverse Effect.

(o) Closing MSLP Compliance Certificate. Borrowers shall have delivered to Lender a MSLP Compliance Certificate in form and substance satisfactory to Lender.

(p) Program Documents; Borrower Certifications.

(i) Each Borrower shall have executed and delivered to Lender (i) such Borrower’s Borrower Certifications, (ii) the Co-Lender Agreement, and (iii) the Assignment in Blank, in each case in the exact form provided by Lender and required by the Main Street Lending New Loan Program without any modifications or deletions, and

(ii) each certification made by each Borrower in its Borrower Certifications shall be true in all material respects as of the Closing Date, without any material misrepresentation.

(q) Annual Budget. Borrowers shall have provided to Lender an updated annual budget for the fiscal year ending December 31, 2021 (broken down monthly and showing projected compliance with the financial covenants set forth in Section 5.7 hereof).

(r) Miscellaneous. Borrowers shall have provided to Lender such other items and shall have satisfied such other conditions as may be reasonably required by Lender.

Section 4.2. Conditions to Funding. Borrowers shall cause the following conditions to be satisfied on or prior to the Funding Date. The obligation of Lender to participate in the making of the Term Loan shall be conditioned upon the following:

(a) Closing Date. All conditions precedent as listed in Section 4.1 hereof shall have been satisfied and the Closing Date shall have occurred prior to the Funding Date.

(b) Payment of Fees and Expenses. Borrowers shall have paid, or made arrangements to pay concurrently with the funding on the Funding Date, all fees, expenses, charges and other

amounts required to be paid on or prior to the Funding Date, including without limitation the Transaction Fee and the Origination Fee.

(c) Letter of Direction. Borrowers shall have delivered to Lender a letter of direction authorizing Lender to disburse the proceeds of the Term Loan, which letter of direction includes the authorization to transfer funds under this Agreement and the wire instructions that set forth the locations to which such funds shall be sent.

(d) No Default. No Default or Event of Default shall then exist or immediately after the making of the Term Loan would exist.

(e) No Material Adverse Effect. No condition or event shall have occurred that Lender determines has or is reasonably likely to have a Material Adverse Effect.

(f) Representations and Warranties. Each of the representations and warranties contained in Article VI hereof shall be true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as if made on and as of the Funding Date, except to the extent that any thereof expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of such earlier date.

(g) KEF Indebtedness Amendment. Borrowers shall have delivered to Lender an amendment or waiver, fully executed by Borrowers and 36th Street Capital Partners, LLC, in form and substance reasonably acceptable to Lender (and in any event waiving or amending any defaults reasonably projected to occur thereunder after giving pro forma effect to the making of the Term Loan).

(h) Participation Commitment. Lender shall have received a commitment letter from the SPV, in form and substance satisfactory to Lender in its sole discretion, pursuant to which the SPV has committed to purchase a participation interest in the Term Loan equal to ninety-five percent (95%) the Term Loan Commitment amount (the date on which Lender shall have received such commitment letter, the “SPV Commitment Date”).

(i) Funding Date Certificate. Borrowers shall have delivered to Lender an officer’s certificate certifying that, as of the Funding Date, (i) all conditions precedent set forth in Section 4.2 have been satisfied, (ii) no Default or Event of Default exists or immediately after the making of the Term Loan will exist, and (iii) each of the representations and warranties contained in Article VI hereof are true and correct as of the Funding Date.

(j) Lien Searches. Borrowers shall have caused to be delivered to Lender (i) the results of Uniform Commercial Code lien searches and state tax lien searches, in each case satisfactory to Lender; with the Pennsylvania Department of State and the Delaware Secretary of State and (ii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to Section 5.9 hereof.

The request by Borrowers for the making of the Term Loan, and the acceptance by one or more Borrowers of the proceeds thereof shall be deemed to be a representation and warranty by each Borrower as of the date of such request as to the satisfaction of the conditions precedent specified above (other than subsection (g) (Participation Commitment)).

Lender provides no assurance regarding the timing of the SPV Commitment Date or that the SPV Commitment Letter will be received. Each Borrower acknowledges and agrees Lender may determine, prior to receipt of the SPV Commitment Letter, that further information from any Borrower, modifications to one or more Loan Documents or other actions on the part of one or more Borrowers or an Affiliate thereof may be required in order to permit Lender to obtain the SPV Commitment Letter. Lender may, at any time prior to receipt of the SPV Commitment Letter, terminate the Term Loan Commitment in its sole discretion upon written notice to Administrative Borrower.

ARTICLE V. COVENANTS

Section 5.1. Insurance. Each Company shall at all times maintain insurance upon its Inventory, Equipment and other personal and real property (including, if applicable, insurance required by the National Flood Insurance Reform Act of 1994) in such form, written by such companies, in such amounts, for such periods, and against such risks as may be acceptable to Lender, with provisions satisfactory to Lender for, with respect to Credit Parties, payment of all losses thereunder to Lender and such Company as their interests may appear (with lender’s loss payable and additional insured endorsements, as appropriate, in favor of Lender), and, if required by Lender, Borrowers shall deposit the policies with Lender. Any such policies of insurance shall provide for no fewer than thirty (30) days (or ten (10) days for non-payment of premium) prior written notice of cancellation to Lender. Any sums received by Lender in payment of insurance losses, returns, or unearned premiums under the policies may, at the option of Lender, be applied upon the Obligations whether or not the same is then due and payable, or may be delivered to the Companies for the purpose of replacing, repairing, or restoring the insured property. Lender is hereby authorized to act as attorney-in-fact for the Companies in obtaining, adjusting, settling and canceling such insurance and indorsing any drafts. In the event of failure to provide such insurance as herein provided, Lender may, at its option, provide such insurance and Borrowers shall pay to Lender, upon demand, the cost thereof. Should Borrowers fail to pay such sum to Lender upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the Default Rate. Within ten (10) days of Lender’s written request, Borrowers shall furnish to Lender such information about the insurance of the Companies as Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to Lender and certified by a Financial Officer.

Section 5.2. Money Obligations. Each Company and Credit Party shall pay in full (a) prior in each case to the date when penalties would attach, all taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate provisions have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject; (b) all of its material wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. §§ 206-207) or any comparable

provisions; and (c) all of its other material obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate provisions have been established in accordance with GAAP) before such payment becomes overdue.

Section 5.3. Financial Statements and Information.

(a) Monthly Financials. Borrowers shall deliver to Lender, within thirty (30) days after the end of each calendar month, balance sheets of Parent and its Subsidiaries as of the end of such period and statements of income (loss), shareholders’ equity and cash flow for the month and fiscal year to date periods, with a comparison to the prior year, and all prepared on a Consolidated basis, in form and detail satisfactory to Lender and certified by a Financial Officer.

(b) Annual Audit Report. Borrower shall deliver to Lender, within one hundred twenty (120) days after the end of each fiscal year of Parent, an annual audit report of Parent and its Subsidiaries for that year prepared on a Consolidated basis, in form and detail satisfactory to Lender and certified by, and with, an unqualified opinion of an independent public accountant satisfactory to Lender, which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period.

(c) Compliance Certificate. Borrowers shall deliver to Lender, concurrently with the delivery of the financial statements set forth in subsections (a) (furnished as of the last day of any fiscal quarter of Parent) and (b) above, a Compliance Certificate.

(d) Management Reports. Borrowers shall deliver to Lender, concurrently with the delivery of each Compliance Certificate, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the systems, operations, financial condition or properties of the Companies.

(e) Pro-Forma Financials. Borrowers shall deliver to Lender, within forty-five (45) days after the end of each fiscal year of Parent, pro forma financials of Parent and its Subsidiaries for the then current fiscal year, which shall include projected monthly balance sheets, income statements, cash flow statements and a calculation of the projected compliance with financial covenants (as of the end of each fiscal quarter), to be in form and detail reasonably satisfactory to Lender.

(f) MSLP Financial Records. Concurrently (i) with the delivery of the financial statements referred to in Section 5.3(b) with respect to any fiscal year, the financial reporting setting forth the financial information, and where applicable reasonably detailed calculations of the required data, set forth in Table 1 of Schedule 5.3 hereto as of the end of such fiscal year and (ii) with the delivery of the financial statements referred to in Section 5.3(a) hereto furnished as of the last day of any fiscal quarter of Parent, the financial reporting setting forth the financial information, and where applicable reasonably detailed calculations of the required data, set forth in Table 2 of Schedule 5.3 hereto as of the end of such fiscal quarter, in each case, together with the MSLP Compliance Certificate, it being agreed that Schedule 5.3 hereto shall be deemed amended to conform to any changes to the regulations or requirements of the Main Street Lending Program with respect to the subject matter of Schedule 5.3 hereto (including without limitation

changes to requirements in the Main Street Lending Program portal or changes to Appendix C to the FAQs (as defined in the Borrower Certifications) that apply to the Loan Documents or any obligations or rights of any party hereto or thereto).

(g) Financial Information of the Companies and the Credit Parties. Borrowers shall deliver to Lender, within ten (10) days of the written request of Lender, such other information about the financial condition, properties and operations of Parent, any Company or Credit Party as Lender may from time to time reasonably request, which information shall be submitted in form and detail satisfactory to Lender and certified by a Financial Officer of the Person in question.

(h) Beneficial Ownership Regulation. Borrowers shall provide to Lender, promptly upon the reasonable request of Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(i) Cash Reporting. If Liquidity of the Borrowers is less than Ten Million Dollars ($10,000,000) at any time (a “Cash Reporting Event”), Borrowers shall, concurrently with the delivery of the financial statements set forth in subsections (a) for the month during which such Cash Reporting Event occurred, deliver to Lender a 13-week cash flow forecast of Liquidity and all weekly cash receipts and disbursements on a consolidated basis for the Parent and its Subsidiaries in connection with the operation of their businesses for the upcoming 13-week period commencing with the week in which such cash flow forecast is delivered to Lender, in each case in form and detail satisfactory to Lender; provided that Lender reserves the right to require more frequent delivery of such cash flow forecast.

Section 5.4. Financial Records. Each Company shall at all times maintain true and complete records and books of account, including, without limiting the generality of the foregoing, appropriate provisions for possible losses and liabilities, all in accordance with GAAP or IFRS, as applicable, and at all reasonable times (during normal business hours and, other than after the occurrence of an Event of Default, upon reasonable notice to such Company) permit Lender, or any representative of Lender. to examine such Company’s books and records and to make excerpts therefrom and transcripts thereof.

Section 5.5. Franchises; Change in Business.

(a) Each Company shall preserve and maintain at all times its existence, and its rights and franchises necessary for its business, except as otherwise permitted pursuant to Section 5.12 hereof.

(b) No Company shall engage in any business if, as a result thereof, the general nature of the business of the Companies taken as a whole would be substantially changed from the general nature of the business the Companies are engaged in on the Closing Date.

Section 5.6. ERISA Pension and Benefit Plan Compliance. No Company shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrowers shall furnish to Lender (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event

and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof, a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the IRS with respect to any ERISA Plan administered by such Company; provided that this latter subpart shall not apply to notices of general application promulgated by the PBGC or the IRS. Borrowers shall promptly notify Lender of any material taxes assessed, proposed to be assessed or that any Borrower has reason to believe may be assessed against a Company by the IRS with respect to any ERISA Plan. As used in this Section 5.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide Lender with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. Borrowers shall, at the request of Lender, deliver or cause to be delivered to Lender true and correct copies of any documents relating to the ERISA Plan of any Company.

Section 5.7. Financial Covenants.

(a) Fixed Charge Coverage Ratio. During any Fixed Charge Coverage Testing Period, Borrowers shall not suffer or permit the Fixed Charge Coverage Ratio to be less than 1.10 to 1.00 as of, and for the twelve consecutive calendar months ending on, the last day of any calendar month.

(b) Capital Expenditures. Borrowers shall not make or incur any Capital Expenditures or commitments for Capital Expenditures (including capitalized leases) in any fiscal year in an aggregate amount for the Credit Parties on a consolidated basis in excess of (i) the amount permitted pursuant to the ABL Credit Agreement, or (ii) if such agreement is no longer in effect, Eleven Million Dollars ($11,000,000.00) in any fiscal year; provided, however, for purposes of this clause (ii), that in the event Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year; provided, further, that any Carryover Amount shall not exceed One Million Five Hundred Thousand Dollars ($1,500,00.00) and shall be deemed to be the last amount spent in such succeeding fiscal year. Any such Carryover Amount not used in the fiscal year immediately succeeding the fiscal year in which such Carryover Amount was created shall not be available to be used in any succeeding fiscal year thereafter.

Section 5.8. Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following:

(a) the Term Loan and any other Indebtedness under any Loan Document;

(b) any loans granted to or Capitalized Lease Obligations entered into by any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies, other than the KEF Indebtedness, shall not

exceed the amount permitted pursuant to the ABL Credit Agreement, or if such agreement is no longer in effect, the amount permitted under Section 5.7(b);

(c) the unsecured Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date and such extension, renewal or refinancing is permitted by each Borrower Certifications);

(d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party;

(e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes;

(f) Indebtedness arising in the ordinary course of business of the Companies in connection with purchase card, commercial card or other credit card programs that are held with Lender;

(g) guarantees permitted by Section 5.11;
(h) Indebtedness arising under the SBA Loan;

(i) Indebtedness (not incurred in connection with the Loan Documents) of the Borrower owing to KeyBank (and any extension, renewal or refinancing thereof but only to the extent that such extension, renewal or refinancing is permitted by the Borrower Certifications) including without limitation Indebtedness under the ABL Credit Agreement (all such Indebtedness, “Other KeyBank Indebtedness”);

(j) Indebtedness arising from take or pay contracts incurred in the ordinary course of business in an aggregate amount not to exceed $2,500,000.00;

(k) the KEF Indebtedness in an aggregate amount not to exceed Twelve Million Dollars ($12,000,000);

(l) Indebtedness consisting of unpaid insurance premiums (not in excess of one (1) year’s premium) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business, so long as Lender has received written notice of such financing and the obligee under such financing has agreed to provide Lender with at least 30 days written notice prior to terminating the applicable insurance;

(m) Indebtedness in respect of netting services, overdraft protections and other like services, in each case incurred in the ordinary course of business;

(n) to the extent constituting Indebtedness (other than Indebtedness for borrowed money), performance bonds, surety bonds, reclamation bonds, payments or prepayments, guarantees, letters of credit, certificates of deposit, cash or other sums or assets required to be posted by any Governmental Authority under any mining law or reclamation law in the amounts

and forms required thereunder with respect to any mine or the real property, or any other real property required to be maintained by the Credit Parties or any of their respective Subsidiaries under any Environmental Laws or any other contractual obligation; and

(o) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Hundred Fifty Thousand Dollars ($250,000) at any time outstanding.

Section 5.9. Liens. No Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.9 shall not apply to any Permitted Encumbrances. No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with Permitted Encumbrances) that would prohibit Lender from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company.

Section 5.10. Regulations T, U and X. No Company shall take any action that would result in any non-compliance of the Term Loan with Regulations T, U or X, or any other applicable regulation, of the Federal Reserve Board.

Section 5.11. Investments, Loans and Guaranties. No Company shall (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind (other than a Guarantor of Payment under the Loan Documents); provided that this Section 5.11 shall not apply to the following:

(i) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business;

(ii) any investment in direct obligations of the United States or in certificates of deposit issued by a member bank (having capital resources in excess of Five Hundred Million Dollars ($500,000,000)) of the Federal Reserve System;

(iii) any investment in commercial paper or securities that at the time of such investment is assigned the highest quality rating in accordance with the rating systems employed by either Moody’s or Standard & Poor’s;

(iv) investments in U.S. money market funds (i) rated AAA by Standard & Poors or with an equivalent rating from Moody’s or (ii) that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof;

(v) the holding of each of the Subsidiaries listed on Schedule 6.1 hereto and the creation, acquisition and holding of and any investment in any new Domestic Subsidiary after the Closing Date so long as such new Domestic Subsidiary shall have been created, acquired or held, and investments made in accordance with the terms and conditions of this Agreement;

(vi) loans to, investments in and guaranties of the Indebtedness (permitted under Section 5.8(d) hereof) of, a Company from or by a Company so long as each such Company is a Credit Party;

(vii) any guaranty of the Other KeyBank Indebtedness and KEF Indebtedness;

(viii) Hedge Agreements entered into solely for non-speculative purposes; and

(ix) other loans and investments which in the aggregate do not exceed Fifty Thousand Dollars ($50,000) in the aggregate at any time outstanding.

For purposes of this Section 5.11, the amount of any investment in equity interests shall be based upon the initial amount invested and shall not include any appreciation in value or return on such investment but shall take into account repayments, redemptions and return of capital.

Section 5.12. Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

(a) a Company (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), or (ii) any one (1) or more other Credit Parties (provided that a Credit Party shall be the continuing or surviving Person);

(b) a Company (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any other Credit Party;

(c) a Borrower may merge with a Borrower (provided that if such merger involves Wilson Holdings, Wilson Holdings is the surviving entity);

(d) a Borrower (other than Wilson Holdings) may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower;

(e) a Company may merge with or sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such Company’s business; and

(f) a Company may grant Permitted Encumbrances.

Section 5.13. Acquisitions. No Company shall effect an Acquisition without the prior written consent of Lender.

Section 5.14. Notice.

(a) Borrowers shall cause a Financial Officer to promptly notify Lender, in writing, whenever any of the following shall occur:

(i) a Default or Event of Default may occur hereunder or any representation or warranty made in Article VI hereof or elsewhere in this Agreement or in any Related Writing may for any reason cease in any material respect to be true and complete when made;

(ii) any Borrower learns of (A) a litigation or proceeding against any Borrower before a court, administrative agency or arbitrator that, if successful, might have a Material Adverse Effect or (B) any material update, communication or event (including, without limitation, any offer of settlement, subpoena or notification of fine) relating to the Disclosed Matter; or

(iii) any Borrower learns that there has occurred or begun to exist any event, condition or thing that is reasonably likely to have a Material Adverse Effect.

(b) Borrowers shall provide written notice to Lender contemporaneously with any notice provided or received in connection with any Material Indebtedness Agreement.

Section 5.15. Restricted Payments. Except for the Permitted Redemption, no Company shall make or commit itself to make any Restricted Payment at any time without the prior written consent of Lender.

Section 5.16. Environmental Compliance. Each Company shall comply in all material respects with any and all material Environmental Laws and Environmental Permits including, without limitation, all Environmental Laws in jurisdictions in which such Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. Borrowers shall furnish to Lender, promptly after receipt thereof, a copy of any material notice any Company may receive from any Governmental Authority or private Person, or otherwise, that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the material release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any ownership interest or performs any of its operations, in violation of any Environmental Law. As used in this Section 5.16, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise. Borrowers shall defend, indemnify and hold Lender harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

Section 5.17. Affiliate Transactions. No Company shall, directly or indirectly, enter into or permit to exist any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Company (other than a Company that is a Credit Party) on terms that shall be less favorable to such Company than those that might be obtained at the time in a transaction with a Person that is not an Affiliate of any Company; provided that the foregoing shall not prohibit (a) the payment of customary and reasonable directors’ fees to directors who are not employees of a Company or an Affiliate of any Company or (b) the Permitted Redemption.

Section 5.18. Use of Proceeds. Borrowers’ use of the proceeds of the Term Loan shall be for working capital and other general corporate purposes of the Companies. No Borrower will,

directly or indirectly, use the proceeds of the Term Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (a) (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Term Loan, whether as underwriter, advisor, investor, or otherwise); (b) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Corruption Laws or (c) to make a Disclosed Matter Payment. The proceeds of the Term Loan may only be used for the benefit of Borrowers and their consolidated Domestic Subsidiaries, and shall not be used by any Borrower (or any other Credit Party or Company) for the benefit of any Borrower’s foreign parents, foreign Affiliates, or Foreign Subsidiaries.

Section 5.19. Subsidiary Guaranties, Security Documents and Pledge of Stock or Other Ownership Interest.

(a) Guaranties and Security Documents. Each Company created, acquired or held subsequent to the Closing Date, shall promptly execute and deliver to Lender, a Guaranty of Payment (or a Guaranty of Payment Joinder) of all of the Obligations and a Security Agreement (or a Security Agreement Joinder), such agreements to be prepared by Lender and in form and substance acceptable to Lender, along with any such other supporting documentation, Security Documents, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by Lender.

(b) Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Company Borrowers shall deliver to Lender (or to KeyBank under the ABL Credit Agreement) all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Security Agreement prepared by Lender and in form and substance satisfactory to Lender, and executed by the appropriate Credit Party.

(c) Perfection or Registration of Interest in Foreign Shares. With respect to any foreign shares pledged to Lender, on or after the Closing Date, Lender shall at all times, in the discretion of Lender, have the right to perfect, at Borrowers’ cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its security interest in such shares in the respective foreign jurisdiction. Such perfection may include the requirement that the applicable Company promptly execute and deliver to Lender a separate pledge document (prepared by Lender and in form and substance satisfactory to Lender), covering such equity interests, that conforms to the requirements of the applicable foreign jurisdiction, together with an opinion of local counsel as to the perfection of the security interest provided for therein, and all other documentation necessary or desirable to effect the foregoing and to permit Lender to exercise any of its rights and remedies in respect thereof.

Section 5.20. Restrictive Agreements. Except as set forth in this Agreement or the ABL Credit Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) make, directly or indirectly, any dividend or other Capital Distribution to such Credit Party, (b) make, directly or indirectly, loans or advances or

capital contributions to such Credit party, (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to such Credit Party; except for such encumbrances or restrictions existing under or by reason of (i) applicable Law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (iii) customary restrictions in security agreements or mortgages securing Indebtedness, or capital leases, of a Company to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease, or (d) enter into, or become subject to, or permit any Company or Credit Party to enter into, or become subject to, any agreement or instrument that would prohibit or require the consent of any Person to any amendment, modification or supplement to any of the Loan Documents.

Section 5.21. [Reserved].

Section 5.22. Mineral Interest Description. The leasehold and owned mineral interests described in the applicable U.C.C. Financing Statements naming the applicable Borrower, as debtor, and Lender, as secured party, previously prepared by the Borrowers and delivered to Lender, for filing of record in the official records of Somerset County, Pennsylvania, and Garrett County, Maryland, as applicable, constitute all of the leasehold and owned mineral interests of Borrowers in such counties from which Borrowers presently extract coal or other minerals. The deed references described in the applicable U.C.C. Financing Statements naming the applicable Borrower, as debtor, and Lender, as secured party, previously prepared by the Borrowers and delivered to Lender, for filing of record in the official records of Somerset County, Pennsylvania, and Garrett County, Maryland, as applicable, include all real property leased to Borrower under the applicable lease. Not later than ten (10) days before any Borrower commences extraction of coal or other minerals from any property not described in such U.C.C. Financing Statements, the applicable Borrower shall prepare and deliver to Lender: (a) a U.C.C. Financing Statements naming such Borrower, as debtor, and Lender, as secured party and (b) title searches and search certification letters for such property evidencing no Liens on such Borrower’s real property interests, which form of searches and letters shall be substantially similar to those searches and certifications received by Lender on the Closing Date. Such U.C.C. Financing Statements shall describe such new property from which such Borrower anticipates extraction of coal or other mineral interests, shall be in form sufficient for filing in the official records of the applicable county in which such new property sits, and shall be reasonably acceptable to Lender.

Section 5.23. [Reserved].

Section 5.24. Parent. Notwithstanding anything to the contrary contained herein, neither Norwich nor Parent shall

(a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the obligations incurred in connection with the KEF Indebtedness or Other KeyBank Indebtedness and (ii) Indebtedness or other obligations incurred by Parent to pay business expenses incurred in the ordinary course of business consistent with past practice;

(b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Permitted Encumbrances;

(c) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person;

(d) sell or otherwise dispose of any Equity Interests of any Borrower;

(e) create or acquire any direct Subsidiary or make or own any direct investment in, or loan to, any Person other than in the Borrowers and cash and cash equivalents;

(f) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; or

(g) engage in any business or activity or own any assets other than, in each case with respect to Parent, (i) its ownership of the Equity Interests of the Borrowers and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, in each case, not prohibited pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and other obligations permitted under clause (a) above), (iii) the performance of its obligations under any Loan Document (if any), (iv) any issuance or sale of its Equity Interests, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries, (vi) executing, delivering and performing its rights and obligations under the Loan Documents to which it is a party (if any), (vii) making capital contributions to the Borrowers, (viii) any activities incidental or reasonably related to the foregoing; and (ix) establishment of a deposit account with CIBC.

Section 5.25. Prepayments and Refinancings of Other Debt. After the Closing Date, no Credit Party shall prepay, purchase, redeem or defease any Indebtedness other than (i) the Obligations, and (ii) mandatory and due payments in respect of the Indebtedness permitted pursuant to Section 5.8 hereof as in effect on the Closing Date, or, if incurred after the Closing Date, as of the date such Indebtedness is incurred to the extent not otherwise not prohibited by any Loan Document or the Borrower Certifications.

Section 5.26. Amendment of Organizational Documents. Without the prior written consent of Lender, no Company or Credit Party shall (a) amend its Organizational Documents in any manner adverse to Lender, or (b) amend its Organizational Documents to change its name or state, province or other jurisdiction of organization, or its form of organization.

Section 5.27. Fiscal Year of Borrower. No Borrower shall change the date of its fiscal year-end without the prior written consent of Lender. As of the Closing Date, the fiscal year end of each Borrower is December 31 of each year.

Section 5.28. [Reserved].

Section 5.29. Negative Pledge of Borrower Stock. No Borrower shall suffer or permit any Lien to exist upon any Equity Interest in any Borrower other than any Lien in favor of Lender (or a Lien securing Other KeyBank Indebtedness).

Section 5.30. Banking Relationship. Until payment in full of the Obligations, each Borrower shall maintain its primary banking and depository relationship with Lender (except to the extent provided in Section 6.8 of the ABL Credit Agreement).

Section 5.31. SBA Loans. Borrower shall (i) use commercially reasonable efforts to use the proceeds of the SBA Loan in the manner that will maximize forgiveness of the SBA Loan, (ii) maintain all records required to be submitted in connection with the forgiveness of the SBA Loan, and (iii) apply for forgiveness of the SBA Loan in accordance with the PPP by the last day permitted to make such application under the PPP.

Section 5.32. [Reserved].

Section 5.33. Compliance with Laws. Borrowers shall, and shall cause each Subsidiary to, comply in all material respects with all Laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable Sanctions. Borrowers shall maintain in effect and enforce such policies and procedures as it has determined to be reasonably necessary to ensure compliance by each Borrower, the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Section 5.34. Further Assurances. Each Borrower shall, and shall cause each other Credit Party to, promptly upon request by Lender, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and reregister any and all such further acts, deeds, certificates, assurances and other instruments as Lender may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

Section 5.35. Collateral Access Agreement. No later than thirty (30) days (or such later date as Lender may agree) after written request of Lender, Borrower shall use commercially reasonable efforts to deliver the applicable Collateral Access Agreement, each in form and substance reasonably satisfactory to Lender, for each location of a Credit Party where (i) any Credit Party maintains its chief executive office or books and records, (ii) a material amount of Inventory or Equipment of any Credit Party is located or (iii) a Credit Party has commenced (or anticipates commencement of) extraction of coal or other mineral interests.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

The Borrowers represent and warrant to Lender as of the Closing Date and as of the Funding Date:

Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification. Each Company is duly organized, validly existing and in good standing (or comparable concept in the applicable jurisdiction) under the Laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and is in good standing (or comparable concept in the applicable jurisdiction) as a foreign entity in the jurisdictions set forth opposite its name on Schedule 6.1 hereto, which are all of the states or jurisdictions where the character of its property or its business activities makes such qualification necessary except for those states or jurisdictions

where the failure to so qualify could not be reasonably expected to result in a Material Adverse Effect. Schedule 6.1 hereto sets forth, as of the Closing Date and as of the Funding Date, each Subsidiary of any Borrower and each Person that is an owner of any Borrower’s equity, each such Person’s state (or jurisdiction) of formation, its relationship to each Borrower, including the percentage of each class of stock or other equity interest owned by a Company, each Person that owns the stock or other equity interest of each Company, its tax identification number, the location of its chief executive office and its principal place of business. Except as set forth on Schedule 6.1, Borrowers, directly or indirectly, owns all of the equity interests of each of their respective Subsidiaries.

Section 6.2. Corporate Authority. Each Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which each Credit Party is a party have been duly authorized and approved by such Credit Party’s board of directors or other governing body, as applicable, and are the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, subject in each case to applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditor’s rights. The execution, delivery and performance of the Loan Documents do not conflict with, result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien (other than Liens permitted under Section 5.9 hereof) upon any assets or property of any Company or Credit Party under the provisions of, such Company’s Credit Party’s Organizational Documents or any material agreement to which such Company or Credit Party is a party.

Section 6.3. Compliance with Laws and Contracts. Each Company:

(a) holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from any Governmental Authority necessary for the conduct of its business and is in compliance with all applicable Laws relating thereto, except where the failure to do so would not have a Material Adverse Effect;

(b) is in compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices, except where the failure to be in compliance would not have a Material Adverse Effect;

(c) is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, except with respect to any violation or default that would not have a Material Adverse Effect;

(d) has ensured that no Person who owns a controlling interest in a Company or otherwise controls a Company is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulation, or (ii) a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive orders;

(e) except as set forth on Schedule 6.3 (such item set forth on Schedule 6.3 being referred to herein as the “Disclosed Matter”), has ensured that no Company, or to the knowledge of any Company, any director, officer, agent, employee, Affiliate or other person acting on behalf of a Company, is a person that is, or is owned or controlled by Persons that are (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions;

(f) is in compliance with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering Laws and regulations;

(g) has ensured that no Company or, to the knowledge of any Company, any director, officer, agent, employee or other person acting on behalf of a Company has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Laws, and the Credit Parties have instituted and maintain policies and procedures designed to ensure continued compliance therewith; and

(h) is in compliance with the Patriot Act.

Section 6.4. Litigation and Administrative Proceedings. There are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining that, in the case of any of the foregoing, could reasonably be expected to have a Material Adverse Effect.

Section 6.5. Title to Assets. Each Company has good title to and ownership of all material property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.9 hereof. As of the Closing Date and as of the Funding Date, the Companies own the real estate listed on Schedule 6.5 hereto.

Section 6.6. Liens and Security Interests. On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company; (b) there is and will be no mortgage or charge outstanding covering any real property of any Company; and (c) no real or personal property of any Company is subject to any Lien of any kind. Upon the filing of the U.C.C. Financing Statements and taking such other actions necessary to perfect its Lien against collateral of the corresponding type as authorized hereunder, Lender has a valid and enforceable Lien on the Collateral second in priority only to the Liens securing Other KeyBank Indebtedness and subject to Liens permitted pursuant to Section 5.9 hereof. No Company has entered into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that exists on or after the Closing Date that would prohibit Lender from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Company.

Section 6.7. Tax Returns. All federal, state and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been timely filed and all taxes, assessments, fees and other governmental charges that are due and payable have been timely paid, except as otherwise permitted herein. The provision for taxes on the books of each Company is adequate for all years not closed by applicable statutes and for the current fiscal year.

Section 6.8. Environmental Laws. Each Company is in compliance with all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise, other than any non-compliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No litigation or proceeding arising under, relating to or in connection with any Environmental Law or Environmental Permit is pending or, to the best knowledge of each Company, threatened in writing, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company that, in the case of any of the foregoing, could reasonably be expected to have a Material Adverse Effect. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being remediated in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law that, in the case of any of the foregoing, could reasonably be expected to have a Material Adverse Effect. As used in this Section 6.8, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise.

Section 6.9. Locations. As of the Closing Date and the Funding Date, the Companies have places of business or maintain their Accounts, Inventory and Equipment at the locations (including third party locations) set forth on Schedule 4.6 to the Security Agreement, and each Company’s chief executive office is set forth on Schedule 4.6 to the Security Agreement. Schedule 4.6 to the Security Agreement further specifies whether each location, as of the Closing Date and as of the Funding Date, (a) is owned by the Companies, or (b) is leased by a Company from a third party, and, if leased by a Company from a third party, if a Landlord’s Waiver has been requested. As of the Closing Date and as of the Funding Date, Schedule 4.6 to the Security Agreement correctly identifies the name and address of each third party location where assets of any Company are located.

Section 6.10. Continued Business. Except in the ordinary course of business, there exists no actual, pending, or, to any Borrower’s knowledge, any threatened termination, cancellation or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any group of customers or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the business of any Company. There exists no present condition or state of facts or circumstances that would have a Material Adverse Effect or prevent a Company from conducting such business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted.

Section 6.11. Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date and as of the Funding Date. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the abovedescribed “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Section 6.12. Consents or Approvals. No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person is required to be obtained or completed by any Company or Credit Party in connection with the execution, delivery or performance of any of the Loan Documents, that has not already been obtained or completed, except the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Loan Documents and as set forth in Section 4.2(h) hereof.

Section 6.13. Solvency. Each Borrower has received consideration that is the reasonably equivalent value of the obligations and liabilities that such Borrower has incurred to Lender. No Borrower is insolvent as defined in any applicable state, federal or relevant foreign statute, nor will any Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Lender. No Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Lender incurred hereunder. No Borrower intends to, nor does any Borrower does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

Section 6.14. Financial Statements. The audited Consolidated financial statements of Parent and its Subsidiaries, for the fiscal year ended December 31, 2019 and the unaudited

Consolidated financial statements of Parent and its Subsidiaries for the fiscal quarter ended September 30, 2020, furnished to Lender, are true and complete in all material respects, have been prepared in accordance with GAAP or IFRS, as applicable, and fairly present in all material respects the financial condition of the Companies as of the dates of such financial statements and the results of their operations for the periods then ending. Since the dates of such statements, there has been no material adverse change in any Company’s financial condition, properties or business or any change in any Company’s accounting procedures (other than as disclosed to Lender in writing).

Section 6.15. Regulations. No Company is engaged principally or as one (1) of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Federal Reserve Board). Neither the granting of the Term Loan nor the use of the proceeds of the Term Loan will violate, or be inconsistent with, the provisions of Regulation T, U or X or any other Regulation of the Federal Reserve Board.

Section 6.16. Material Agreements. Except as disclosed on Schedule 6.16 hereto, as of the Closing Date and as of the Funding Date, no Company is a party to any (a) debt instrument (excluding the Loan Documents, the ABL Credit Agreement, the KEF Indebtedness and the documents executed in connection therewith); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder (excluding documents evidencing the KEF Indebtedness); (c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory by it, or the license of any right to or by it; (d) contract, commitment, agreement, or other arrangement with any of its Affiliates other than a Company; (e) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable at will or on less than ninety (90) days’ notice without liability; (f) collective bargaining agreement; or (g) other contract, agreement, understanding, or arrangement with a third party; that, as to subparts (a) through (g) above, if violated, breached, or terminated for any reason, would have or would be reasonably expected to have a Material Adverse Effect.

Section 6.17. Intellectual Property. Each Company owns, or has the right to use, all of the patents, patent applications, industrial designs, designs, trademarks, service marks, copyrights and licenses, and rights with respect to the foregoing necessary for the conduct of its business without any known conflict with the rights of others. No Company owns any federally registered intellectual property, including, without limitation, any patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing.

Section 6.18. Insurance. Each Company maintains with financially sound and reputable insurers insurance with coverage (including, if applicable, flood insurance on all mortgaged property that is in a Special Flood Hazard Zone, from such providers, on such terms and in such amounts as required by the Flood Disaster Protection Act as amended from time to time or as otherwise required by Lender) and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies. Schedule 6.18 hereto sets forth all insurance carried by the Companies on the Closing Date, setting forth in detail the amount and type of such insurance.

Section 6.19. Deposit Accounts and Securities Accounts. Schedule 6.19 hereto lists all banks, other financial institutions and Securities Intermediaries at which any Company maintains Deposit Accounts or Securities Accounts as of the Closing Date and as of the Funding Date, and Schedule 6.19 hereto correctly identifies the name, address and telephone number of each such financial institution or Securities Intermediary, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

Section 6.20. Accurate and Complete Statements. Neither the Loan Documents nor any written statement made by any Company or Credit Party in connection with any of the Loan Documents (other than financial projections, estimates, budgets or other forward looking statements or general market data as to which each Borrower only represents and warrants as to the best of its knowledge at the time presented) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by Borrowers, there is no known fact that any Company or Credit Party has not disclosed to Lender that has or is likely to have a Material Adverse Effect.

Section 6.21. Investment Company; Other Restrictions. No Company is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

Section 6.22. Defaults. No Default or Event of Default exists, nor will any begin to exist immediately after the execution and delivery hereof.

ARTICLE VII. EVENTS OF DEFAULT

Any of the following specified events shall constitute an Event of Default (each an “Event of Default”):

Section 7.1. Payments. If the principal of or interest on the Term Loan, any amount owing pursuant to Section 2.9 hereof, any fee, or any other Obligations owing hereunder, shall not be paid in full when due and payable.

Section 7.2. Special Covenants. If any Company or Credit Party shall fail or omit to perform and observe Section 5.3, 5.4, 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.15, 5.18., 5.19, 5.20, 5.25, 5.26, 5.27, 5.29 or 5.35.

Section 7.3. Other Covenants. If any Company or Credit Party shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Section 7.1 or 7.2 hereof) contained or referred to in this Agreement or any other Related Writing that is on such Company’s or Credit Party’s part, as the case may be, to be complied with, and that Default shall not have been fully corrected within fifteen (15) days after the earlier of (a) any Financial Officer of such Company becomes aware of the occurrence thereof, or (b) the giving of written notice thereof to Administrative Borrower by Lender that the specified Default is to be remedied.

Section 7.4. Representations and Warranties. If any representation, warranty or statement made in or pursuant to this Agreement or any other Related Writing or any other material information furnished by any Company or Credit Party to Lender, shall be false or erroneous in any material respect on the date when made or deemed to have been made.

Section 7.5. Cross Default; Acceleration of other Indebtedness owing to Lender.

(a) If any Company shall default in the payment of principal or interest due and owing under (i) any MSLP Hedge Obligations or (ii) any Material Indebtedness Agreement, in each case beyond any period of grace provided with respect thereto or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

(b) If any Company shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness owing to Lender or any Affiliate thereof beyond the applicable grace period with respect thereto, if any; or (ii) any Company shall fail to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to make a payment, default or other event identified in clause (i) or clause (ii) of this Section 7.5(b) is to cause any such Indebtedness to become due, or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to prepay, repurchase, defease or redeem such Indebtedness prior to its stated maturity; provided that clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the issuance of equity, or as a result of the voluntary sale or the transfer of assets securing such Indebtedness if such sale or transfer is permitted hereunder or under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness; provided that, as used in this Section 7.5(b), the term “Indebtedness” shall mean all debt for borrowed money and any obligations evidenced by a bond, debenture, note, loan agreement or other similar instrument, and any guarantee of any of the foregoing.

Section 7.6. ERISA Default. The occurrence of one (1) or more ERISA Events that (a) Lender determines could have a Material Adverse Effect, or (b) results in a Lien.

Section 7.7. Change in Control. If any Change in Control shall occur.

Section 7.8. Judgments; Disclosed Matter Payments.

(a) There is entered against any Company or Credit Party a final judgment or order for the payment of money by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that such occurrence shall constitute an Event of Default only if the aggregate of all such judgments for all such Companies and Credit Parties, shall exceed Two Hundred Fifty Thousand Dollars ($250,000) (less any amount

that will be covered by the proceeds of insurance and is not subject to dispute by the insurance provider);

(b) There is entered against any Company or Credit Party any one or more nonmonetary final judgments that are not covered by insurance, or, if covered by insurance, for which the insurance company has not agreed to or acknowledged coverage, and that, in either case, Lender reasonably determines has, or could be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (i) enforcement proceedings are commenced by the prevailing party or any creditor upon such judgment or order, or (ii) there is a period of three consecutive Business Days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(c) Any Company or Credit Party is required to make Disclosed Matter Payments exceeding One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate.

Section 7.9. Material Adverse Change. Any Material Adverse Effect shall occur.

Section 7.10. Security. If any Lien granted in any Loan Document in favor of Lender, shall be determined to be (a) void, voidable or invalid, or is subordinated or not otherwise given the priority contemplated by the Loan Documents with respect to any material amount of the Collateral and Borrowers have (or the appropriate Credit Party has) failed to promptly execute appropriate documents to correct such matters, or (b) unperfected as to any material amount of Collateral (as determined by Lender, in its reasonable discretion) and Borrowers have (or the appropriate Credit Party has) failed to promptly execute appropriate documents to correct such matters.

Section 7.11. Validity of Loan Documents. If (a) any material provision, in the sole opinion of Lender, of any Loan Document shall at any time cease to be valid, binding and enforceable against any Credit Party, and Borrowers have (or the appropriate Credit Party has) failed to promptly execute appropriate documents to correct such matters; (b) the validity, binding effect or enforceability of any Loan Document against any Credit Party shall be contested by any Credit Party; (c) any Credit Party shall deny that it has any or further liability or obligation under any Loan Document; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to Lender the benefits purported to be created thereby, and Borrowers have (or the appropriate Credit Party has) failed to promptly execute appropriate documents to correct such matters.

Section 7.12. Borrower Certifications.

(a) Any Borrower (or any other Credit Party) shall deliver any notice to Lender pursuant to Section 7.A of any Borrower Certifications (or any Borrower shall inform Lender of any material breach of any Borrower Certifications pursuant to a Compliance Certificate); or

(b) any certification made by any Borrower in its Borrower Certifications shall be false or erroneous in any material respect as of the Closing Date, or any Borrower Certifications shall otherwise contain any material misrepresentation.

Section 7.13. Refusal to Fund by SPV. The SPV refuses to fund, or seeks to rescind or put back to Lender, all or any portion of the SPV’s ninety-five percent (95%) participation in the Term Loan.

Section 7.14. Solvency. If any Company or any Credit Party shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim receiver, a receiver, a receiver and manager, an administrator, a sequestrator, a monitor, a custodian, a trustee, an interim trustee, a liquidator, an agent or any other similar official of all or a substantial part of its assets or of such Company or such Credit Party; (e) be adjudicated a debtor or insolvent or have entered against it an order for relief under the Bankruptcy Code, or under any other bankruptcy insolvency, liquidation, winding-up, corporate or similar statute or Law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be; (f) file a voluntary petition under the Bankruptcy Code or seek relief under any bankruptcy or insolvency or analogous Law in any jurisdiction outside of the United States, or file a proposal or notice of intention to file such petition; (g) have an involuntary proceeding under the Bankruptcy Code filed against it and the same shall not be controverted within ten (10) days, or shall continue undismissed for a period of forty-five (45) days from commencement of such proceeding or case; (h) file a petition, an answer, an application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other Law (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors; (i) suffer or permit to continue unstayed and in effect for forty-five (45) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or of such Company or such Credit Party; (j) have an administrative receiver appointed over the whole or substantially the whole of its assets, or of such Company or Credit Party; (k) have assets, the value of which is less than its liabilities; or (l) have a moratorium declared in respect of any of its Indebtedness, or any analogous procedure or step is taken in any jurisdiction.

ARTICLE VIII. REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or elsewhere:

Section 8.1. Optional Defaults. If any Event of Default referred to in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10, 7.11, 7.12, or 7.13 hereof shall occur, Lender shall have the right, in its discretion, to give written notice to Administrative Borrower to:

(a) terminate the Term Loan Commitment, if not previously terminated, and, immediately upon such election, the obligation of Lender to make any further Loan immediately shall be terminated; and/or

(b) accelerate the maturity of all of the Obligations (if the Obligations are not already due and payable), whereupon all of the Obligations shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by each Borrower.

Section 8.2. Automatic Defaults. If any Event of Default referred to in Section 7.14 hereof shall occur:

(a) the Term Loan Commitment shall automatically and immediately terminate, if not previously terminated, and Lender thereafter shall not be under any obligation to grant any further Loan; and

(b) the principal of and interest then outstanding on the Term Loan, and all of the other Obligations, shall thereupon become and thereafter be immediately due and payable in full (if the Obligations are not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by each Borrower.

Section 8.3. Offsets. If there shall occur or exist any Event of Default referred to in Section 7.14 hereof or if the maturity of the Obligations is accelerated pursuant to Section 8.1 or 8.2 hereof, Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by any Borrower or Guarantor of Payment to Lender, whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by Lender (including, without limitation, by branches and agencies or any Affiliate of Lender, wherever located) to or for the credit or account of any Borrower or any Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Section 8.4. Collateral. Lender shall at all times have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any other Related Writing executed by any Borrower or otherwise provided in law or equity. Upon the occurrence and during the continuance of an Event of Default and at all times thereafter, Lender may require Borrowers (or any thereof) to assemble the Collateral, which each Borrower agrees to do, and make it available to Lender at a reasonably convenient place to be designated by Lender. Lender may, with or without notice to or demand upon any Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where such collateral, or any thereof, may be found and to take possession thereof (including anything found in or on such collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of such collateral) and for that purpose may pursue such collateral wherever the same may be found, without liability for trespass or damage caused thereby to any Borrower. After any delivery or taking of possession of the Collateral, or any portion thereof, pursuant to this Agreement, then, with or without resort to any Borrower personally or any other Person or property, all of which each Borrower hereby waives, and upon such terms and in such manner as Lender may deem advisable, Lender, in its discretion, may sell, assign, transfer and deliver any of such collateral at any time, or from time to time. No prior notice need be given to any Borrower or to any other Person in the case of any sale of such collateral that Lender determines to be

perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Lender shall give Administrative Borrower not fewer than ten (10) days prior notice of either the time and place of any public sale of such collateral or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Lender may purchase such collateral, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, Lender may apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as Lender, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to Administrative Borrower (or the applicable Borrower), and Borrowers shall remain liable for any deficiency. In addition, Lender shall at all times have the right to obtain new appraisals of any Borrower or any Collateral, the cost of which shall be paid by Borrowers.

Section 8.5. Other Remedies. The remedies in this Article VIII are in addition to, and not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Lender may be entitled.

ARTICLE IX. GUARANTY BY EACH BORROWERS OF OBLIGATIONS OF EACH OTHER BORROWER

Section 9.1. The Guaranty. Each Borrower hereby guarantees to Lender, as a primary obligor and not as a surety, the prompt payment of the Obligations owing by each other Borrower in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Borrower hereby further agrees that, if any of such Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), such Borrower will promptly pay the same, without any demand or notice whatsoever, and that, in the case of any extension of time of payment or renewal of any of such Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

Section 9.2. Obligations Unconditional. The obligations of each Borrower under Section 9.1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any other Borrower under any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 9.2 that the obligations of the each Borrower hereunder, as a Guarantor, shall be absolute and unconditional under any and all circumstances. Each Borrower agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Borrower or any other Guarantor of Payment for amounts paid under this Article X until

such time as the Obligations have been irrevocably paid in full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Borrower as a Guarantor hereunder, which shall remain absolute and unconditional as described above:

(a) any illegality or lack of validity or enforceability of any of the Obligations or any Loan Document or Related Writing;

(b) any change in the time, place or manner of payment of, or in any other term of, any Obligations or any other obligation of any Credit Party under any Loan Document, Hedge Agreement or Bank Products Agreement (as defined in the Security Agreement), or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Obligations resulting from any extension of additional credit or otherwise;

(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for the Obligations;

(d) any manner of sale, disposition or application of proceeds of any Collateral;

(e) any default, failure or delay, willful or otherwise, in the performance of the Obligations; (f) any change, restructuring or termination of the corporate structure, ownership or existence of any Credit Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party or its assets or any resulting release or discharge of any Secured Obligation;

(g) any failure of Lender to disclose to any Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Credit Party now or hereafter known to such Person (and each Guarantor waives any duty of Lender to disclose such information);

(h) the failure of any other Person to execute or deliver this Agreement, any Guaranty of Payment Joinder or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other obligor with respect to the Obligations;

(i) the failure of Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise; (j) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, any other Borrower against Lender; or

(k) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans (or any other financial accommodations) or any existence of, or reliance on, any representation by Lender that might vary the risk of any Guarantor or otherwise

operate as a defense available to, or a legal or equitable discharge of, any Credit Party or any other obligor or surety.

With respect to its obligations hereunder, each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Section 9.3. Reinstatement. The obligations of each Borrower under this Article IX shall be automatically reinstated if and to the extent that, for any reason, any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Borrower agrees that it will indemnify Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by Lender in connection with such rescission or restoration, including any such reasonable costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Section 9.4. Certain Additional Waivers. Each Borrower agrees that such Borrower shall have no right of recourse to security for any of the Obligations guaranteed pursuant to this Article IX, except through the exercise of rights of subrogation pursuant to Section 9.2 hereof and through the exercise of rights of contribution pursuant to Section 9.6 hereof.

Section 9.5. Remedies. Each Borrower agrees that, to the fullest extent permitted by law, as between such Borrower, on the one hand, and Lender, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 8.1 or 8.2 hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in such Section 8.2) for purposes of Section 9.1 hereof, notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by such Borrower for purposes of Section 9.1 hereof.

Section 9.6. Guarantee of Payment; Continuing Guarantee. The guarantee in this Article IX is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations owing by any Borrower, whenever arising.

Section 9.7. Payments. All payments by the any Borrower under this Article IX shall be made in Dollars, and free and clear of any Taxes.

ARTICLE X. MISCELLANEOUS

Section 10.1. No Waiver; Cumulative Remedies; Relationship of Parties; Release of Claims. No omission or course of dealing on the part of Lender or the holder of any Note in

exercising any right, power or remedy hereunder or under any of the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held under any of the Loan Documents or by operation of law, by contract or otherwise. Nothing contained in this Agreement and no action taken by Lender pursuant hereto shall be deemed to constitute Borrowers and Lender a partnership, association, joint venture or other entity. The relationship between Borrowers and Lender with respect to the Loan Documents is and shall be solely that of debtor and creditor, respectively, and Lender shall have no fiduciary obligation toward any Borrower with respect to any such documents or the transactions contemplated thereby. Each Credit Party (together with its Affiliates, shareholders, partners, members, officers, managers and directors, as applicable) has made its own independent determination regarding (a) any Borrower’s eligibility for the Term Loan under the Facility (as defined in the applicable Borrower Certifications) and (b) the ability of the any Borrower to make each of the representations, warranties and certifications made in any Borrower Certification.

Section 10.2. Amendments, Waivers and Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by Lender and Borrowers; provided that with respect to any participation of Lender’s interest in the Obligations to any participant, Lender’s vote is permitted to be divisible between Lender and such participant as may be agreed between Lender and such participant. Each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 10.3. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to any Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to Lender, mailed or delivered to it, addressed to the address of Lender specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered (if received during normal business hours on a Business Day, such Business Day, otherwise the following Business Day) or two (2) Business Days after being deposited in the mails with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile or electronic communication, in each case of facsimile or electronic communication with telephonic confirmation of receipt. All notices pursuant to any of the provisions hereof shall not be effective until received. For purposes of Article II hereof, Lender shall be entitled to rely on telephonic instructions from any person that Lender in good faith believes is an Authorized Officer, and Borrowers shall hold Lender harmless from any loss, cost or expense resulting from any such reliance.

Section 10.4. Costs, Expenses and Documentary Taxes. Borrowers, jointly and severally, agree to pay on demand all costs and expenses of Lender, and all Related Expenses, including but not limited to (a) administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Lender in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered

hereunder, (b) extraordinary expenses of Lender in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and expenses of special counsel for Lender, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, in each case regardless of whether the Funding Date occurs or the Term Loan is funded. Borrowers, jointly and severally, also agree to pay on demand all Related Expenses, including reasonable attorneys’ fees and expenses, in connection with any restructuring, amendment, or enforcement of the Obligations, this Agreement or any other Related Writing. In addition, Borrowers shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees, other than those liabilities resulting from the gross negligence or willful misconduct of Lender as determined by a final and non-appealable judgment of a court of competent jurisdiction. All obligations provided for in this Section 10.4 shall survive any termination of this Agreement.

Section 10.5. Indemnification. Borrowers, jointly and severally, agree to defend, indemnify and hold harmless Lender and each other Indemnitee from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees), or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Lender in connection with any investigative, administrative or judicial proceeding (whether or not Lender shall be designated a party thereto) or any other claim by any Person (including any Credit Party) relating to or arising out of the Loan Documents or the Borrower Certifications or any actual or proposed use of proceeds of the Term Loan or any of the Obligations, or any activities of any Company or its Affiliates; provided that no Indemnitee shall have the right to be indemnified under this Section 10.5 for its own gross negligence or willful misconduct, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction. All obligations provided for in this Section 10.5 shall survive any termination of this Agreement.

Section 10.6. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and by facsimile or other electronic signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one (1) and the same agreement.

Section 10.7. Binding Effect; Borrowers’ Assignment. This Agreement shall become effective when it shall have been executed by Borrowers and Lender and thereafter shall be binding upon and inure to the benefit of Borrowers and Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of Lender. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Loan Documents with, so long as no Default has occurred and except as permitted or required under the terms of the Main Street Lending Program, Borrowers’ prior written consent, not to be unreasonably withheld, delayed or conditioned. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the

parties hereto, their respective successors and assigns permitted hereby, participants permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 10.8. Patriot Act Notice. Lender hereby notifies the Credit Parties that, pursuant to the requirements of the Patriot Act and other applicable “know your customer” and anti-money laundering rules and regulations, Lender is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow Lender, as applicable, to identify the Credit Parties in accordance with the Patriot Act and other applicable “know your customer” and anti-money laundering rules and regulations. Borrowers shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by Lender in order to assist Lender in maintaining compliance with the Patriot Act.

Section 10.9. Severability of Provisions; Captions; Attachments. Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

Section 10.10. Confidentiality. Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority), (c) to the extent required by applicable Law or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any Credit Party and its obligations, this Agreement or payments hereunder, (f) with the consent of such Credit Party (including, without limitation, pursuant the Advertising Permission Letter) or (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender or any of its Affiliates on a non-confidential basis from a source other than any Credit Party. In addition, Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to Lender in connection with the administration of this Agreement, the other Loan Documents, and the Term Loan Commitments. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such

information that is available to Lender on a non-confidential basis prior to disclosure by such Credit Party or Subsidiary; provided that, in the case of information received from any Credit Party or Subsidiary thereof after the Closing date, such information is clearly identified at the time of delivery as confidential. Lender shall be considered to have complied with its obligation to maintain the confidentiality of Information as provided in this Section if it has exercised the same degree of care to maintain the confidentiality of such Information as it would accord to its own confidential information. Each Borrower, on behalf of itself and each Credit Party, acknowledges that any and all Information may be disclosed by Lender to the SPV, and Lender provides no assurance regarding the maintenance of confidentiality by the SPV or any Person to whom the SPV discloses the Information or whether any such Information may be made public by the SPV or any such Person.

Section 10.11. General Limitation of Liability. No claim may be made by any Credit Party or any other Person against Lender or the Affiliates, directors, officers, employees, attorneys or agents of Lender for any damages other than actual compensatory damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any of the other Loan Documents or any of the Borrower Certifications, or any act, omission or event occurring in connection therewith; and each Borrower hereby, to the fullest extent permitted under applicable Law, waive, release and agree not to sue or counterclaim upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in their favor and regardless of whether Lender has been advised of the likelihood of such loss of damage.

Section 10.12. No Duty. All attorneys, accountants, appraisers, consultants and other professional persons (including the firms or other entities on behalf of which any such Person may act) retained by Lender with respect to the transactions contemplated by the Loan Documents or any of the Borrower Certifications shall have the right to act exclusively in the interest of Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Borrower, any other Companies, or any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation. Each Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged.

Section 10.13. Entire Agreement. This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all of the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

Section 10.14. Legal Representation of Parties. The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Section 10.15. No Cross-Collateral. Notwithstanding anything to the contrary contained in any document relating to Indebtedness owing by any Credit Party or any Subsidiary or Affiliate thereof to Lender (including the Other KeyBank Indebtedness but expressly excluding the Obligations), the Obligations are not intended to be and shall not be secured by any collateral securing such other Indebtedness, except to the extent expressly set forth in the Loan Documents.

Section 10.16. Benefit of Liens. The Liens granted pursuant to the Security Documents are intended to constitute a security interest that is second in priority, and are made subordinate to, the Liens securing the Other KeyBank Indebtedness, and are intended to be prior to any other Liens on the Collateral, subject to Permitted Encumbrances. Each Secured Party (other than Lender), by accepting any right or benefit conferred on such Secured Party pursuant to any Loan Document (including, without limitation, any Lien granted therein), shall be deemed to agree that (i) Lender shall have the exclusive right to exercise remedies pursuant to the Loan Documents and enforce any Lien against Collateral, (ii) such Secured Party shall have no right to act independently with respect thereto, except as otherwise specifically set forth in this Agreement. In the event of any conflict between the provisions of this Section 10.16 and any other provision of any Loan Document, the provisions of this Section 10.16 shall prevail. The holders of the Other KeyBank Indebtedness are intended third party beneficiaries of this Section 10.16.Governing Law; Submission to Jurisdiction.

(a) Governing Law. This Agreement, each of the Notes and any other Related Writing shall be governed by and construed in accordance with the Laws of the State of New York and the respective rights and obligations of Borrowers and Lender shall be governed by New York law.

(b) Submission to Jurisdiction. Each Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in New York County, New York, over any action or proceeding arising out of or relating to this Agreement, the Obligations or any other Related Writing, and each Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. Each Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Each Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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JURY TRIAL WAIVER. BORROWERS AND LENDER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY BORROWER AND LENDER, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the parties have executed and delivered this Credit Agreement as of the date first set forth above.

Address: c/o Corsa Coal Corp. WILSON CREEK HOLDINGS, INC. 1576 Stoystown Road MINCORP ACQUISITION CORP. P.O. Box 260 MINCORP, INC. Friedens, PA 15541 PBS COALS, INC. Attention: Kevin M. Harrigan ROXCOAL, INC. QUECREEK MINING, INC. CRONER INC. ELK LICK ENERGY, INC. WILSON CREEK ENERGY, LLC MARYLAND ENERGY RESOURCES, LLC By: (Signed ) “ Kevin M. Harrigan ” Kevin M. Harrigan Chief Financial Officer Address: 127 Public Square KEYBANK NATIONAL ASSOCIATION Mailcode:OH-01-27-0533 Cleveland, Ohio 44114 By: (Signed) “ Timothy W. Kenealy ” Attention: Timothy W. Kenealy Timothy W. Kenealy Vice President

With a mandatory copy to: 127 Public Square Cleveland, Ohio 44114 Attention: Michael J. Jackson Email: [Redacted – personal information]

Signature Page to Credit Agreement

Schedule 1

Subsidiary Borrowers

Subsidiary Borrower	Jurisdiction of Formation	Foreign Qualifications
Wilson Creek Energy,LLC	Delaware	Pennsylvania, West Virginia
Maryland Energy Resources, LLC	Delaware	Maryland
MincorpAcquisition Corp.	Delaware	N/A
Mincorp,Inc.	Delaware	Pennsylvania
PBS Coals,Inc.	Delaware	Pennsylvania
Quecreek Mining,Inc.	Pennsylvania	N/A
Croner Inc.	Pennsylvania	N/A
Elk Lick Energy,Inc.	Pennsylvania	N/A
RoxCoal,Inc.	Pennsylvania	N/A

S-1

Schedule 2

Excluded Collateral

[REDACTED – commercially sensitive information]

S-2

Schedule 5.3

MSLP Reporting

Table I: Data Required	Table I: Data Required	Annuallyfrom Borrower
Required Data	Definition
Total Assets	The sum of current assets, fixed assets, and other non-current assets (including, but not limited to,intangible assets,deferred items,investments,and advances).
Current Assets	Cash, accounts receivable, inventory, and other short-term assets that are likely to be converted into cash, used, sold, exchanged, or otherwise expensed in the normal course of business within oneyear.
Cash & Marketable Securities	Cash, depository accounts, and marketable securities that can be easily sold and readilyconverted into cash.
Tangible Assets	Assets having a physical existence, measured as total assets less intangible assets. Tangible assets are distinguished from intangible assets, such as trademarks, copyrights,andgoodwill.
Total Liabilities	The total amount of all outstanding obligations, both current and noncurrent.
Current Liabilities	Short term debt, accounts payable, and other current liabilities that are due within one year.
Total Debt (Incl. Undrawn Available Lines of Credit)	Existing outstanding and committed debt (including any undrawn available amounts).
Total Equity	Measured as total assets minus total liabilities.
Total Revenue	Total income generated by the sale of goods or services from ongoing operations. Total Revenue excludes any non-recurring sales or gains.
Net Income	The income (or loss) after expenses and losses have been subtracted from all revenues and gains for the fiscal period, including discontinued operations.
Unadjusted EBITDA	Earnings before interest expense, income tax expense, depreciation expense, and amortization expense. The starting point is net income.
Adjusted EBITDA	Unadjusted EBITDA adjusted for any non-recurring, one-time, or irregular items. The Adjusted EBITDA measurement should align with the relevant facility’s term sheet.
Depreciation Expense	Non-cash expense measured based on the use of fixed assets, recognized over the useful life of the fixed assets.
Amortization Expense	Non-cash expense measured based on the use of intangible assets, recognized over the life of the intangible asset.
Interest Expense	The periodic finance expense of short term and long term debt.
Tax Expense	Federal, state and local income tax expenses.
Rent Expense	The contractual costs of occupying leased real estate.
Dividends / Equity Distributions	Distributions to equity owners.
Accounts Receivable (net of allowances)	Amounts owed to the borrower resulting from providing goods and/or services. Accounts receivable will be net of any allowances for uncollectible amounts.
Inventory (net of reserves)	Value of the raw materials, work in process, supplies used in operations, finished goods, and merchandise bought which are intended to be sold in the ordinary course of business. Inventoryshould be net of reserves.
Fixed Assets, Gross	Tangible property used in the business and not for resale, including buildings, furniture,fixtures,equipment,and land. Report fixed assetsgross of depreciation.

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Table I: Data Required	Table I: Data Required	Annuallyfrom Borrower
Required Data	Definition
Accumulated Depreciation	Cumulative depreciation of	all fixed assets up to the Date of Financial Information.
Accounts Payable (A/P)	The obligations owed to the borrower's creditors arising from the entity’s ongoing operations, including the purchase of goods, materials, supplies, and services. Accountspayable excludes short term and longterm debt.
Short Term Debt	Debt obligations of the borrower due with a term of less than one year, including the current portion of any Long Term Debt.
Long Term Debt	Debt obligations of the borrower that are due in one year or more, excluding the currentportion that is otherwise captured in Short Term Debt.
Description of EBITDA Adjustments	Description of items that are added to Unadjusted EBITDA to determine Adjusted EBITDA.
Total Expenses	All money spent and costs incurred, both recurring and non-recurring, to generate revenue. Expenses exclude items capital in nature (i.e., expenses that are allowed to be capitalized and included in the cost basis of a fixed asset).
Operating Expenses	Money spent and costs incurred related to normal business operations including selling, general & administrative expenses, depreciation, and amortization (i.e., total expenses less non-recurringexpenses). Exclude capital expenditures.
Operating Income	Profit (or loss) realized from continuing operations (i.e., revenue less operating expenses).
Fixed Charges	Expenses that recur on a regular basis, regardless of the volume of business (i.e., leasepayments,rentalpayments,loan interestpayments,or insurancepayments).
Capitalized Expenditures	Non-operatingexpenditures capitalized to fixed assets.
Guarantor Net Assets	Total assets less total liabilities of the guarantor (also referred to as net worth).
Sr. Debt Balance	Debt amount ranking senior to the Main Street loan.
Additional Pari Passu Debt Balance	Debt amount ranking pari passu to the Main Street loan.
Collateral Type (Non-Real Estate)	If the loan is secured by collateral that is not predominantly real estate, including if the collateral provided is different types, report the predominant type of collateral (e.g.,inventory,receivables,securities,etc.)byaggregate value.
Collateral Type (Real Estate)	If the loan is secured by real estate collateral, indicate the property type (e.g., hotel, multifamily, residential, industrial, etc.). If the loan is secured by multiple real estate property types, report the predominant property type by aggregate value.
Collateral Value Reporting	For loans that require ongoing or periodic valuation of the collateral, report the market value of the collateral as of the reportingdate.
Collateral Value Date	Define the as-of date that corresponds with the Collateral Value Reportingfield.
Covenant Status (Pass / Fail)	Yes/no, indicating if the facility has satisfied covenant tests.
Date of Covenant Default	If applicable,report the date when borrower defaulted covenants.
Nature of Covenant Default	If applicable, describe the covenant default (i.e., missing financial statements, ratio trigger).
Date of Covenant Cure	If applicable,report the date when borrower curedprevious defaults.

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Table II: Data Required	Table II: Data Required	Quarterlyfrom Borrower
Required Data	Definition
Total Assets	The sum of current assets, fixed assets, and other noncurrent assets (including, but not limited to, intangible assets, deferred items, investments, and advances).
Current Assets	Cash, accounts receivable, inventory, and other short term assets that are likely to be converted into cash, used, sold, exchanged, or otherwise expensed in the normal course of business within one year.
Cash & Marketable Securities	Cash, depository accounts, and marketable securities that can be easily sold and readily converted into cash.
Total Liabilities	The total amount of all outstanding obligations, both current and noncurrent.
Current Liabilities	Short term debt, accounts payable, and other current liabilities that are due within one year.
Total Debt (Incl. Undrawn Available Lines of Credit)	Existing outstanding and committed debt (including any undrawn available amounts).
Total Equity	Measured as total assets minus total liabilities.
Total Revenue	Total income generated by the sale of goods or services from ongoing operations. Total Revenue excludes any nonrecurring sales or gains.
Net Income	The income (or loss) after expenses and losses have been subtracted from all revenues and gains for the fiscal period, including discontinued operations.
Unadjusted EBITDA	Earnings before interest expense, income tax expense, depreciation expense and amortization expense. The starting point is net income.
Adjusted EBITDA	Unadjusted EBITDA adjusted for any non-recurring, onetime or irregular items. The Adjusted EBITDA measurement should align with the relevant facility’s term sheet.
Interest Expense	The periodic finance expense of short term and long term debt.
Dividends / Equity Distributions	Distributions to equity owners.
Operating Expenses	Money spent and costs incurred related to normal business operations, including selling, general & administrative expenses, depreciation, and amortization (i.e. total expenses less non-recurring expenses). Exclude capital expenditures.
Operating Income	Profit (or loss) realized from continuing operations (i.e., revenue less operating expenses).
Capitalized Expenditures	Non-operating expenditures capitalized to fixed assets.
Sr. Debt Balance	Debt amount ranking senior to the Main Street loan.
Additional Pari Passu Debt Balance	Debt amount ranking pari passu to the Main Street loan.
Covenant Status (Pass / Fail)	Yes/no, indicating if the facility has satisfied covenant tests.
Date of Covenant Default	If applicable, report the date when borrower defaulted covenants.

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Table II: Data Required	Table II: Data Required	Quarterlyfrom Borrower
Required Data	Definition
Nature of Covenant Default	If applicable, describe the covenant default (i.e., missing financial statements, ratio trigger).
Date of Covenant Cure	If applicable, report the date when borrower cured previous defaults.

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Schedule 5.8

Unsecured Indebtedness

[REDACTED – commercially sensitive information]

S-7

Schedule 5.9

Permitted Encumbrances

[REDACTED – commercially sensitive information]

E-1

Schedule 6.1

Corporate Existence; Subsidiaries; Foreign Qualification

See Schedule 1 for jurisdictions of formation and foreign qualification

Ownership Information:

Wilson Creek Holdings Inc. is a wholly subsidiary of Parent.

Wilson Creek Energy, LLC is a jointly owned subsidiary of Wilson Creek Holdings, Inc. and QKGI Legacy Holdings LP. Wilson Creek Holdings, Inc. owns 726,948,396 common units (81% of the common units) and 1 Class B Unit (100% of the Class B Units); QKGI Legacy Holdings LP owns 170,316,639 common units (19% of the common units).

Maryland Energy Resources, LLC is a wholly owned subsidiary of Wilson Creek Energy, LLC.

Mincorp Acquisition Corp. is a wholly owned subsidiary of Wilson Creek Holdings, Inc.

Mincorp, Inc. is a wholly owned subsidiary of Mincorp Acquisition Corp.

PBS Coals, Inc. and RoxCoal, Inc. are wholly owned subsidiaries of Mincorp, Inc.

Quecreek Mining, Inc., Croner Inc., Elk Lick Energy, Inc. and Norwich Services, Inc. 1 are wholly owned subsidiaries of PBS Coals, Inc.

Office and Principal Place of Business:

The chief executive office and principal place of business of each Company is 1576 Stoystown Road, Friedens, PA 15541.

TIN and Organizational Numbers

The principal taxpayer identification number and organizational number of each Company is set forth below:

[REDACTED – commercially sensitive information]

E-2

Schedule 6.3

Compliance with Laws

[REDACTED – commercially sensitive information]

E-3

Schedule 6.5

Owned Real Property

[REDACTED – commercially sensitive information]

E-4

Schedule 6.11

Employee Benefit Plans

[REDACTED – commercially sensitive information]

E-5

Schedule 6.16

Material Agreements

Agreements evidencing Indebtedness with Lender (including KEF).
Employment Agreement between Peter V. Merritts, Corsa Coal Corp. and Wilson Creek Holdings, Inc. dated January 23, 2020 with an effective commencement date of July 12, 2019.
Employment Agreement between Kevin M. Harrigan, Corsa Coal Corp. and Wilson Creek Holdings, Inc. dated June 2, 2015 as amended December 20, 2018.
[Redacted – commercially sensitive information]

E-6

Schedule 6.18

Insurance

[REDACTED – commercially sensitive information]

E-7

Schedule 6.19

Deposit Accounts and Securities Accounts

[REDACTED – commercially sensitive information]

E-8

EXHIBIT A FORM OF TERM NOTE

$25,000,000

[December 14, 2020]

FOR VALUE RECEIVED, the undersigned, WILSON CREEK HOLDINGS, INC., a Delaware corporation (“Wilson Holdings”), and each undersigned Subsidiary Borrower (together with Wilson Holdings, collectively, “Borrowers” and, individually, each a “Borrower”), jointly and severally, promise to pay to the order of KeyBank National Association (“Lender”) at its [main] office at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other place as Lender shall designate, the principal sum of

TWENTY-FIVE MILLION AND 00/100 ...................................................................... DOLLARS

in lawful money of the United States in consecutive principal payments as set forth in the Credit Agreement (as hereinafter defined).

As used herein, “Credit Agreement” means the MSNLF Credit Agreement dated as of December 14, 2020, between Borrowers and Lender, as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

Borrowers also promise to pay interest on the unpaid principal amount of the Term Loan from time to time outstanding, from the date of the Term Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.2(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.2(a); provided that interest on any principal portion that is not paid when due shall be payable on demand.

The portions of the principal sum hereof from time to time, interest owing thereon, and payments of principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of Borrowers under this Note or the Credit Agreement.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, pursuant to the terms of the Credit Agreement, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds (except for interest paid in kind pursuant to Section 2.2(a) of the Credit Agreement).

This Note is the Term Note referred to in the Credit Agreement and is entitled to the benefits thereof. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due

E-9

prior to its stated maturity, and other terms and conditions upon which this Note is issued. Except as expressly provided in the Credit Agreement, each Borrower expressly waives presentment, demand, protest and notice of any kind. This Note shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of page intentionally left blank.]

E-10

JURY TRIAL WAIVER. EACH BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS AND LENDER, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THE CREDIT AGREEMENT, THIS NOTE OR ANY OTHER NOTE OR INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

By:

Kevin M. Harrigan Chief Financial Officer

E-11

EXHIBIT B FORM OF COMPLIANCE CERTIFICATE

For [Calendar Month][Fiscal Year] ended ________

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1) I am the duly elected [President] or [Chief Financial Officer] of WILSON CREEK HOLDINGS, INC., a Delaware corporation (“Administrative Borrower”);

(2) I am familiar with the terms of that certain MSNLF Credit Agreement, dated as of December 14, 2020, between Administrative Borrower, each Subsidiary Borrower, as defined therein (together with Administrative Borrower, collectively, “Borrowers” and, individually, each a “Borrower”) and KEYBANK NATIONAL ASSOCIATION (“Lender”) (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents and each of the Borrower Certifications, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Companies during the accounting period covered by the attached financial statements;

(3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

(4) The representations and warranties made by any Borrower contained in each Loan Document are true and correct as though made on and as of the date hereof (except to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date);

(5) Each Borrower and each Guarantor of Payment [is] in compliance in all material respects with the covenants set forth in the Borrower Certifications; and

(6) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Section 5.7 of the Credit Agreement, which calculations [show] compliance with the terms thereof.

IN WITNESS WHEREOF, I have signed this certificate the ___ day of ___, 20___.

WILSON CREEK HOLDINGS, INC.

By: Name: Title:

EXHIBIT C FORM OF MSLP COMPLIANCE CERTIFICATE

EXHIBIT C

FORM OF

BORROWER MSLP COMPLIANCE CERTIFICATE (MSNLF)

Date: ___, 20___

This Borrower MSLP Compliance Certificate (this “Certificate”) is made by Wilson Creek Holdings, Inc., a Delaware corporation, Mincorp Acquisition Corp., a Delaware corporation, Mincorp, Inc., a Delaware corporation, PBS Coals, Inc., a Delaware corporation, RoxCoal, Inc., a Pennsylvania corporation, Quecreek Mining, Inc., a Pennsylvania corporation, Croner Inc., a Pennsylvania corporation, Elk Lick Energy, Inc., a Pennsylvania corporation, Wilson Creek Energy, LL, a Delaware limited liability company, and Maryland Energy Resources, LLC, a Delaware limited liability company (collectively, the “Borrowers” and individually each a “Borrower”), in connection with the term loan (the “Main Street Loan”) to be made by KeyBank National Association (“Lender”) to Borrower under the Main Street New Loan Facility (the “Facility”) pursuant to the below-described Credit Agreement.

Reference is hereby made to (a) that certain MSNLF Credit Agreement, dated as of December 14, 2020 (the “Credit Agreement”), between Borrower and Lender and (b) each of the Main Street New Loan Facility Borrower Certifications and Covenants, dated December 14, 2020, executed by the Borrowers in favor of Lender and the other Beneficiaries thereof (each a “Borrower Certification”).

Each of the undersigned, the Chief Executive Officer and Chief Financial Officer of Borrower, in such capacity, and not individually, hereby certifies to Lender, as of the date hereof, as follows:

[Closing Date Certifications]

Borrower Information and Financial Records

Each of the certifications made by each Borrower in its Borrower Certification is true in all material respects as of the date hereof.
Borrower has not previously received, and does not have any pending applications to receive, any funding under the Facility other than the Main Street Loan.
No affiliate of any Borrower has previously received, or has a pending application to receive, funding under the Facility.
The Borrowers, collectively, are not a holding company, all or substantially all of the assets of which comprise equity interests in other entities.

Attached hereto as Exhibit A are (i) the “financial records” of Borrowers and their consolidated subsidiaries provided to Lender as described in Paragraph 4.A of the Borrower Certification and (ii) the financial statements of Borrowers and their consolidated subsidiaries for the most recent quarter available
Set forth on Schedule 1 is an accurate summary of certain financial data of the Borrowers, on a consolidated basis, in each case, to the extent indicated therein, (i) as of the end of the most recent fiscal year of Borrowers (“Year-End”), and (ii) for, or as of the end of, the most recent quarter for which the financial statements have been provided to Lender (the “Most Recent Quarter”).
Set forth on Schedule 2 is an accurate description of certain data identifying each Borrower and any Guarantors of Payment (as defined in the Credit Agreement).
Each calculation set forth below (including on the Schedules and Exhibits, and any attachments hereto or thereto) is true and correct in all material respects.

EBITDA Requirement for Borrower

Set forth on Schedule 3 is the calculation of the adjusted 2019 earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the Borrowers and their consolidated subsidiaries, reflecting only those adjustments permitted pursuant to the methodology that Borrowers have agreed upon with Lender, described in Paragraph 4.A of the Borrower Certification.
Set forth on Schedule 3 is a calculation of the existing outstanding and undrawn available debt of the Borrower and their consolidated subsidiaries as of the date hereof.
Set forth on Schedule 3 is a calculation demonstrating that the Main Street Loan is an amount that, when added to the existing outstanding and undrawn available debt of the Borrowers and their consolidated subsidiaries, does not exceed four times the adjusted 2019 EBITDA of the Borrowers and their consolidated subsidiaries.

[Certifications Required under Section [5.3([f])] of the Credit Agreement]

Borrower Information and Financial Records

Attached hereto as Exhibit A are the financial statements of the Borrowers and their consolidated subsidiaries for the year ended December 31, 2019 and the quarter ended September 30, 2020.
Set forth on Schedule 1 is the financial data of the Borrowers, on a consolidated basis, as set forth in Table [1][ 2] of Schedule [5.3] to the Credit Agreement for the year ended December 31, 2019 and the quarter ended September 30, 2020.
[Signature page follows]

IN WITNESS WHEREOF , Borrowers have caused this Certificate to be executed as of the date first above written.

BORROWERS:

WILSON CREEK HOLDINGS, INC. MINCORP ACQUISITION CORP. MINCORP, INC. PBS COALS, INC. ROXCOAL, INC. QUECREEK MINING INC. CRONER INC. ELK LICK ENERGY, INC. WILSON CREEK ENERGY, LLC MARYLAND ENERGY RESOURCES, LLC

By:______ Name: Peter V. Merritts Title: Chief Executive Officer

By:______ Name: Kevin M. Harrigan Title: Chief Financial Officer

[Signature Page to MSLP Compliance Certificate]

Schedule 1

ALL FIGURES SHOULD EXACTLY MATCH FINANCIAL STATEMENTS PROVIDED TO LENDER

Required Data	Description	Amount / [_____]
Accounting Basis of Borrower Financial	Methodology under which revenues and expenses are recognized in the financial statements.
Borrower Financial Fiscal Year End	Completion date of a one-year or 12 - month accounting period used for calculating annual financial statements.
Balance Sheet Fair Value Flag	Indication whether assets and liabilities are recorded at fair value on the balance sheet.
Total Revenues – Year End	Total income generated by the sale of goods or services from ongoing operations. Total Revenue excludes any non-recurring sales or gains. As of 12/31/2019, or as set out in FAQ H.10.
Adjusted EBITDA – Year End	Refer to paragraph [9] of the certificate.
Total Assets – Year End	Sum of current assets, fixed assets, and other non-current assets (including, but not limited to, intangible assets, deferred items, investments, and advances) as of 12/31/2019, or as set out in FAQ H.10.
Current Assets - Year End	Cash, accounts receivable, inventory, and other short term assets that are likely to be converted into cash, used, sold, exchanged, or otherwise expensed in the normal course of business within one year as of 12/31/2019, or as set out in FAQ H.10.
Current Liabilities - Year End	Short term debt, accounts payable, and other current liabilities that are due within one year as of 12/31/2019, or as set out in FAQ H.10.
Date of Financial Information – Most Recent Quarter	Measurement date for Borrower quarter- end financial information. See FAQ L.8 for more information about the financial information that should be entered for the most recent quarter available at the time of origination.

Period of Financial Information – Current	Borrower financial information for the current fiscal quarter (3 months) (not year-to-date)
Adjusted EBITDA - Most Recent Quarter	The Adjusted EBITDA measurement should align with the relevant facility’s term sheet, as further clarified in the FAQs.
Total Revenue – Most Recent Quarter	Total income generated by the sale of goods or services from ongoing operations. Total Revenue excludes any non-recurring sales or gains.
Current Assets – Most Recent Quarter	Cash, accounts receivable, inventory, and other short term assets that are likely to be converted into cash, used, sold, exchanged, or otherwise expensed in the normal course of business within one year.
Current Liabilities - Most Recent Quarter	Short term debt, accounts payable, and other current liabilities that are due within one year.
Total Assets – Most Recent Quarter	Sum of current assets, fixed assets, and other non-current assets (including, but not limited to, intangible assets, deferred items, investments, and advances).
Cash & Marketable Securities – Most Recent Quarter	Cash, depository accounts, and marketable securities that can be easily sold and readily converted into cash.
Accounts Receivable - Most Recent Quarter	Amounts owed to Borrower resulting from providing goods and/or services. Accounts receivable will be net of any allowances for uncollectible amounts.
Inventory (net of reserves) - Most Recent Quarter	Value of the raw materials, work in process, supplies used in operations, finished goods, and merchandise bought which are intended to be sold in the ordinary course of business. Inventory should be net of reserves.
Fixed Assets, Gross - Most Recent Quarter	Tangible property used in the business and not for resale, including buildings, furniture, fixtures, equipment, and land. Report fixed assets gross of depreciation.
Accumulated Depreciation - Most Recent Quarter	Cumulative depreciation of all fixed assets up to the Date of Financial Information.


Tangible Assets - Most Recent Quarter	Assets having a physical existence, measured as total assets less intangible assets. Tangible assets are distinguished from intangible assets, such as trademarks, copyrights, and goodwill.
Total Liabilities - Most Recent Quarter	Total amount of all outstanding obligations, both current and noncurrent.
Accounts Payable (A/P) - Most Recent Quarter	Obligations owed to Borrower's creditors arising from the entity’s ongoing operations, including the purchase of goods, materials, supplies, and services. Accounts payable excludes short term and long term debt.
Short Term Debt - Most Recent Quarter	Debt obligations of Borrower due with a term of less than one year, including the current portion of any Long Term Debt.
Long Term Debt - Most Recent Quarter	Debt obligations of Borrower that are due in one year or more, excluding the current portion that is otherwise captured in Short Term Debt.
Total Debt (Incl. Undrawn LOC) - Most Recent Quarter	Existing outstanding and committed debt (including any undrawn available amounts)
Total Equity - Most Recent Quarter	Measure of total assets minus total liabilities.
Net Income - Most Recent Quarter	Income (or loss) after expenses and losses have been subtracted from all revenues and gains for the fiscal period, including discontinued operations.
Unadjusted EBITDA - Most Recent Quarter	Earnings before interest expense, income tax expense, depreciation expense, and amortization expense. The starting point is net income.
EBITDA Adjustments Description - Most Recent Quarter	Description of items that are added to Unadjusted EBITDA to determine Adjusted EBITDA.
Total Expenses - Most Recent Quarter	All money spent and costs incurred, both recurring and non-recurring, to generate revenue. Expenses exclude items capital in nature (i.e., expenses that are allowed to be capitalized and included in the cost basis of a fixed asset).

Operating Expenses - Most Recent Quarter	Money spent and costs incurred related to normal business operations including selling, general & administrative expenses, depreciation, and amortization (i.e., total expenses less non-recurring expenses). Exclude capital expenditures.
Operating Income - Most Recent Quarter	Profit (or loss) realized from continuing operations (i.e., revenue less operating expenses).
Depreciation Expense - Most Recent Quarter	Non-cash expense measured based on the use of fixed assets, recognized over the useful life of the fixed assets.
Amortization Expense - Most Recent Quarter	Non-cash expense measured based on the use of intangible assets, recognized over the life of the intangible asset.
Interest Expense - Most Recent Quarter	The periodic finance expense of short term and long term debt.
Tax Expense - Most Recent Quarter	Federal, state, and local income tax expenses.
Rent Expense - Most Recent Quarter	Contractual costs of occupying leased real estate.
Fixed Charges - Most Recent Quarter	Expenses that recur on a regular basis, regardless of the volume of business (i.e., lease payments, rental payments, loan interest payments, or insurance payments).
Dividends/Equity Distributions - Most Recent Quarter	Distributions to equity owners.
Capital Expenditures - Most Recent Quarter	Non-operating expenditures capitalized to fixed assets.
Guarantor Net Assets - Most Recent Quarter	Total assets less total liabilities of the Guarantor (also referred to as net worth), if applicable.
Senior Debt Balance	Debt amount ranking senior to the Term Loan.
Additional Pari Passu Debt Balance	Debt amount ranking pari passu to the Term Loan.

[Schedule 2 (Page 1 of Portal Entry Process)

	Required Data	Description
1.	Borrower #1 Name (full legal name)
2.	Borrower #1 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable))
3.	Borrower #1 Tax Identification Number (TIN)
4.	Borrower #1 Address (street address, city, state/territory, and zip code of Borrower’s headquarters)
5.	Borrower #1 Primary Contact (name, email and phone number)
6.	Borrower #1 North American Industry Classification System (NAICS) Industry Code
7.	If applicable: Borrower #1 Ultimate Parent Name (full legal name)
8.	If applicable: Borrower #1 Ultimate Parent TIN
9.	If applicable: Borrower #1 Parent Name (full legal name)
10.	Borrower Parent #1 TIN
11.	Borrower’s #1 Business Establishment Date
12.	Borrower #1 Type (form of legal organization)
13.	Borrower’s outstanding and undrawn debt_(See_ _item 2 from Schedule 3)_as of December 14, 2020
14.	Borrower’s undrawn debt pari passu with the Loan (Borrower’s existing outstanding and undrawn available debt that is pari passu in priority with the loan and equivalent in secured status) as of December 14, 2020
15.	2019 Revenue
16.	2019 Adjusted EBITDA
17.	Guarantors (yes or no; if yes, provide full legal name, email address and TIN of guarantor)
18.	Borrower #2 Name (full legal name)
19.	Borrower #2 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable))
20.	Borrower #2 Tax Identification Number (TIN)
21.	Borrower #2 Address (street address, city, state/territory, and zip code of Borrower’s headquarters)
22.	Borrower #2 Primary Contact (name, email and phone number)
23.	Borrower #2 North American Industry

Classification System (NAICS) Industry Code 24. If applicable: Borrower #2 Ultimate Parent Name (full legal name) 25. If applicable: Borrower #2 Ultimate Parent TIN 26. If applicable: Borrower #2 Parent Name (full legal name) 27. Borrower Parent #2 TIN 28. Borrower’s #2 Business Establishment Date 29. Borrower #2 Type ( form of legal organization ) 30. Borrower #3 Name (full legal name) 31. Borrower #3 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 32. Borrower #3 Tax Identification Number (TIN) 33. Borrower #3 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 34. Borrower #3 Primary Contact (name, email and phone number) 35. Borrower #3 North American Industry Classification System (NAICS) Industry Code 36. If applicable: Borrower #3 Ultimate Parent Name (full legal name) 37. If applicable: Borrower #3 Ultimate Parent TIN 38. If applicable: Borrower #3 Parent Name (full legal name) 39. Borrower Parent #3 TIN 40. Borrower’s #3 Business Establishment Date 41. Borrower #3 Type ( form of legal organization ) 42. Borrower #4 Name (full legal name) 43. Borrower #4 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 44. Borrower #4 Tax Identification Number (TIN) 45. Borrower #4 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 46. Borrower #4 Primary Contact (name, email and phone number)

Borrower #4 North American Industry Classification System (NAICS) Industry Code 48. If applicable: Borrower #4 Ultimate Parent Name (full legal name) 49. If applicable: Borrower #4 Ultimate Parent TIN 50. If applicable: Borrower #4 Parent Name (full legal name) 51. Borrower Parent #4 TIN 52. Borrower’s #4 Business Establishment Date 53. Borrower #4 Type ( form of legal organization ) 54. Borrower #5 Name (full legal name) 55. Borrower #5 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 56. Borrower #5 Tax Identification Number (TIN) 57. Borrower #5 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 58. Borrower #5 Primary Contact (name, email and phone number) 59. Borrower #5 North American Industry Classification System (NAICS) Industry Code 60. If applicable: Borrower #5 Ultimate Parent Name (full legal name) 61. If applicable: Borrower #5 Ultimate Parent TIN 62. If applicable: Borrower #5 Parent Name (full legal name) 63. Borrower Parent #5 TIN 64. Borrower’s #5 Business Establishment Date 65. Borrower #5 Type ( form of legal organization ) 66. Borrower #6 Name (full legal name) 67. Borrower #6 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 68. Borrower #6 Tax Identification Number (TIN) 69. Borrower #6 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 70. Borrower #6 Primary Contact (name, email and phone number) 71. Borrower #6 North American Industry Classification System (NAICS) Industry Code 72. If applicable: Borrower #6 Ultimate Parent Name (full legal name)

If applicable: Borrower #6 Ultimate Parent TIN 74. If applicable: Borrower #6 Parent Name (full legal name) 75. Borrower Parent #6 TIN 76. Borrower’s #6 Business Establishment Date 77. Borrower #6 Type ( form of legal organization ) 78. Borrower #7 Name (full legal name) 79. Borrower #7 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 80. Borrower #7 Tax Identification Number (TIN) 81. Borrower #7 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 82. Borrower #7 Primary Contact (name, email and phone number) 83. Borrower #7 North American Industry Classification System (NAICS) Industry Code 84. If applicable: Borrower #7 Ultimate Parent Name (full legal name) 85. If applicable: Borrower #7 Ultimate Parent TIN 86. If applicable: Borrower #7 Parent Name (full legal name) 87. Borrower Parent #7 TIN 88. Borrower’s #7 Business Establishment Date 89. Borrower #7 Type ( form of legal organization ) 90. Borrower #8 Name (full legal name) 91. Borrower #8 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 92. Borrower #8 Tax Identification Number (TIN) 93. Borrower #8 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 94. Borrower #8 Primary Contact (name, email and phone number) 95. Borrower #8 North American Industry Classification System (NAICS) Industry Code 96. If applicable: Borrower #8 Ultimate Parent Name (full legal name) 97. If applicable: Borrower #8 Ultimate Parent TIN 98. If applicable: Borrower #8 Parent Name (full legal name) 99. Borrower Parent #8 TIN

Borrower’s #8 Business Establishment Date 101. Borrower #8 Type ( form of legal organization ) 102. Borrower #9 Name (full legal name) 103. Borrower #9 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 104. Borrower #9 Tax Identification Number (TIN) 105. Borrower #9 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 106. Borrower #9 Primary Contact (name, email and phone number) 107. Borrower #9 North American Industry Classification System (NAICS) Industry Code 108. If applicable: Borrower #9 Ultimate Parent Name (full legal name) 109. If applicable: Borrower #9 Ultimate Parent TIN 110. If applicable: Borrower #9 Parent Name (full legal name) 111. Borrower Parent #9 TIN 112. Borrower’s #9 Business Establishment Date 113. Borrower #9 Type ( form of legal organization ) 114. Borrower #10 Name (full legal name) 115. Borrower #10 ID (i.e., Dunn & Bradstreet Data Universal Numbering System (DUNS) number (if applicable)) 116. Borrower #10 Tax Identification Number (TIN) 117. Borrower #10 Address (street address, city, state/territory, and zip code of Borrower’s headquarters) 118. Borrower #10 Primary Contact (name, email and phone number) 119. Borrower #10 North American Industry Classification System (NAICS) Industry Code 120. If applicable: Borrower #10 Ultimate Parent Name (full legal name) 121. If applicable: Borrower #10 Ultimate Parent TIN 122. If applicable: Borrower #10 Parent Name (full legal name) 123. Borrower Parent #10 TIN 124. Borrower’s #10 Business Establishment Date 125. Borrower #10 Type ( form of legal organization )

SCHEDULE 3 BORROWER WORKSHEET

	Required Data Description	Instruction / Cancellation	Instruction / Cancellation
1.	Borrower Consolidated 2019 Adjusted EBITDA1		See attached
2.	Borrower unadjusted Consolidated outstanding and undrawnavailable debt		See attached
3.	New Loan Amount
4.	Total Borrower Consolidated Debt	Line 2 plus Line 3
5.	Borrower MSLP Leverage Ratio	Line 4 divided by Line 1
6.	Meets Test:	Borrower ConsolidatedMSLP Leverage Ratio is no greater than 4.00 to 1.00

[Attach calculations of EBITDA and Consolidated outstanding and undrawn available debt]]

1 While co-borrowers may individually submit financial information and EBITDA calculations, the maximum loan size must be determined in reference to the adjusted 2019 EBITDA and existing out-standing and undrawn available debt of “the Borrower” (i.e., collectively, all of the co-borrowers). Co-borrowers must use the Lender’s typical practices in order to aggregate financial information in a manner that accounts for transactions between the coborrowers and accurately reflects the financial position of the co-borrowers and their ability to repay the loan (e.g., in a manner that avoids double counting of revenues, assets, or liabilities).

EXHIBIT A

Financial Records (Annual and Most Recent Quarter)

See attached.

EXHIBIT D FORM OF GUARANTY OF PAYMENT

This GUARANTY OF PAYMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the [] day of [_____] 20[], by:

(a) [[___], a [____] [corporation][limited liability company] (“[Initial Guarantor]”)]; [and]

[(b)] each Subsidiary (as defined in the Credit Agreement, as hereinafter defined) that hereafter becomes a party hereto (each such Subsidiary, together with [Initial Guarantor] collectively, the “Guarantors” and, individually, each a “Guarantor”), jointly and severally, in favor of:

KEYBANK NATIONAL ASSOCIATION, a national banking association, as lender under the Credit Agreement (together with its successors and assigns “Lender”), for the benefit of Lender and the other Secured Parties, as defined in the Credit Agreement referenced below.

1. Recitals.

WILSON CREEK HOLDINGS, INC., a Delaware corporation (“Wilson Holdings”), and each Subsidiary Borrower as defined in the Credit Agreement (together with Wilson Holdings, collectively, “Borrowers” and, individually, each a “Borrower”), entered into that certain MSNLF Credit Agreement, dated as of December 14, 2020, with Lender ([as amended and ]as the same may from time to time be [further] amended, restated or otherwise modified, the “Credit Agreement”).

The Guarantors desire that Lender grant to Borrowers the financial accommodations as described in the Credit Agreement. Except as specifically defined herein, capitalized terms used herein that are defined in the Credit Agreement shall have their respective meanings ascribed to them in the Credit Agreement.

Each Guarantor deems it to be in the direct pecuniary and business interests of such Guarantor that Borrowers’ Term Loan remain outstanding, and that each Guarantor be treated as a Company and Credit Party under the Credit Agreement.

Each Guarantor understands that Lender agreed to enter into the Credit Agreement and grant the financial accommodations provided for in the Credit Agreement only upon certain terms and conditions, one of which is that the Guarantors jointly and severally guarantee the payment of the Secured Obligations, as hereinafter defined, and this Agreement is being executed and delivered in consideration of Lender entering into the Credit Agreement and each financial accommodation granted to Borrowers by Lender, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged.

Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” means that term as defined in Section 31 hereof.

“Collateral” means, collectively, all property, if any, securing the Secured Obligations or any part thereof at the time in question.

“Guaranty of Payment Joinder” means a Guaranty of Payment Joinder, substantially in the form of the attached Exhibit B, prepared by Lender and executed and delivered to Lender by any Subsidiary for the purpose of adding such Subsidiary as an additional Guarantor pursuant to this Agreement.

“Obligor” means any Person that, or any of whose property, is or shall be obligated on the Secured Obligations or any part thereof in any manner and includes, without limiting the generality of the foregoing, each Borrower, each Guarantor, and any other co-maker, endorser, guarantor of payment, subordinating creditor, assignor, grantor of a security interest, pledgor, mortgagor or any hypothecator of property, if any.

“Secured Obligations” means, collectively, the Obligations (as defined in the Credit Agreement), the MSLP Hedge Obligations (as defined in the Credit Agreement) and the Bank Product Obligations (as defined in the Security Agreement).

Guaranty of the Secured Obligations. Each Guarantor hereby, jointly and severally, absolutely and unconditionally guarantees (as a guaranty of payment and not merely a guaranty of collection) the prompt payment in full of all of the Secured Obligations as and when the respective parts thereof become due and payable, whether at scheduled maturity, by acceleration or otherwise. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Secured Obligations and would be owed by any other Credit Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Credit Party. If the Secured Obligations, or any part thereof, shall not be paid in full when due and payable, Lender, on behalf of the Secured Parties, in each case, shall have the right to proceed directly against the Guarantors, or any one or more of them under this Agreement to collect the payment in full of the Secured Obligations, regardless of whether or not Lender, on behalf of the Secured Parties, shall have theretofore proceeded or shall then be proceeding against any Borrower or any other Obligor or Collateral, if any, or any of the foregoing, it being understood that Lender, on behalf of the Secured Parties, in its sole discretion, may proceed against any Obligor and any Collateral, and may exercise each right, power or privilege that Lender may then have, either simultaneously or separately, and, in any event, at such time or times and as often and in such order as Lender, on behalf of the Secured Parties, in its sole discretion, may from time to time deem expedient to collect the payment in full of the Secured Obligations. Each Guarantor agrees that all payments made by any Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of any Taxes or Other Taxes, in accordance with Section 3.2 of the Credit Agreement.

Reinstatement. Each Guarantor agrees that its guaranty and other obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or any part of any payment of any Secured Obligation is rescinded or must otherwise be returned by Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Credit Party or otherwise.
Obligations Absolute and Unconditional. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect. The liabilities and obligations of each Guarantor hereunder are irrevocable, continuing, absolute and unconditional. The liabilities and obligations of each Guarantor hereunder, to the fullest extent permitted by applicable Law, shall not be discharged or impaired or otherwise affected by, and each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:

(a) any illegality or lack of validity or enforceability of any of the Secured Obligations or any Loan Document or Related Writing;

(b) any change in the time, place or manner of payment of, or in any other term of, any Secured Obligations or any other obligation of any Credit Party under any Loan Document or Bank Products Agreement (as defined in the Security Agreement), or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

(d) any manner of sale, disposition or application of proceeds of any Collateral;

(e) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

(f) any change, restructuring or termination of the corporate structure, ownership or existence of any Credit Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party or its assets or any resulting release or discharge of any Secured Obligation;

(i) the failure of Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise;

(j) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, any Borrower (or any other Credit Party) against Lender; or

(k) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Term Loan (or any other financial accommodations) or any existence of, or reliance on, any representation by Lender that might vary the risk of any Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, any Credit Party or any other Obligor or surety.

6. Additional Waivers and Acknowledgments.

(a) Each Guarantor hereby unconditionally and irrevocably waives:

(i) any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future Secured Obligations;

(ii) notice of the granting of the Term Loan or any other indulgence or financial accommodation granted to any Obligor;

(iii) promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Agreement which the Guarantors might, but for this waiver, be entitled and any requirement that Lender protect, secure, perfect or insure any Lien or any property subject thereto; and

(iv) any defense based on any right of set-off or recoupment or counterclaim against or in respect of the Secured Obligations.

(b) Each Guarantor acknowledges that Lender may, at its election and without notice to or demand upon such Guarantor, foreclose on any Collateral or other collateral held by it by one or more judicial or non-judicial sales, accept an assignment of any such Collateral or other collateral in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with any Borrower or any other Obligor or exercise any other right or remedy available to it against any Borrower or any other Obligor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full or collateralized in full in cash. Each Guarantor hereby waives any defense arising out of such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of subrogation, reimbursement, exoneration, contribution or indemnification or other right or

remedy of such Guarantor against any Borrower or any other Guarantor or Obligor or any other collateral.

Lender’s Rights Not Prejudiced by Action or Omission. Lender, in its sole discretion, may, pursuant to the Credit Agreement, without any prejudice to its rights under this Agreement, at any time or times, without notice to or the consent of any Guarantor, (a) grant any Borrower whatever financial accommodations that Lender may from time to time deem advisable, even if Borrowers might be in default in any respect and even if those financial accommodations might not constitute Indebtedness the payment of which is guaranteed hereunder, (b) assent to any increase, renewal, extension, consolidation or refinancing of the Secured Obligations, or any part thereof, (c) forbear from demanding security, if Lender shall have the right to do so, (d) release any Obligor or Collateral or assent to any exchange of Collateral, if any, irrespective of the consideration, if any, received therefor, (e) grant any waiver or consent or forbear from exercising any right, power or privilege that Lender may have or acquire, (f) assent to any amendment, deletion, addition, supplement or other modification in, to or of any writing evidencing or securing any of the Secured Obligations or pursuant to which any of the Secured Obligations are created, (g) grant any other indulgence to any Obligor, (h) accept any Collateral for, or any other Obligor upon, the Secured Obligations or any part thereof, and (i) fail, neglect or omit in any way to realize upon any Collateral, to perfect any security interest with respect to Collateral, or to protect the Secured Obligations or any part thereof or any Collateral therefor;
Liabilities Survive the Dissolution of Any Guarantor. Each Guarantor’s liabilities and other obligations under this Agreement shall survive the dissolution of any Guarantor except to the extent such dissolution is expressly permitted pursuant to and in accordance with the terms of the Credit Agreement.
Lender Has No Duty to Guarantors to Make Advances or Follow Application of Proceeds. Without limiting the obligations of Lender to Borrowers under the Credit Agreement, Lender shall not at any time be under any duty to any Guarantor to grant any financial accommodation to any Borrower, irrespective of any duty or commitment of Lender to Borrowers, or to follow or direct the application of the proceeds of any such financial accommodation.
Guarantors’ Obligations Independent. The obligations of each Guarantor hereunder are as set forth in this Agreement and are independent of the obligation of any other Guarantor or any other Obligor, and a separate action or actions may be brought and prosecuted against any Guarantor whether or not any action is brought against any other Guarantor or any other Obligor and whether or not any other Guarantor or any other Obligor is joined in any such action.
Credit Agreement Covenants. All terms, covenants and agreements attributed to, or made by, any Borrower with respect to any Guarantor in the Credit Agreement are incorporated herein by reference and each Guarantor hereby covenants and agrees to perform and observe and be bound by such terms, covenants and agreements applicable to such Guarantor with the same force and effect as if such terms, covenants and agreements, as amended from time to time in accordance with the Credit Agreement, were written herein.

Representations and Warranties. All representations and warranties made by any Borrower with respect to any Guarantor in the Credit Agreement are incorporated herein by reference and each Guarantor hereby makes such continuing representations and warranties on its own behalf. In addition, each Guarantor represents and warrants to Lender that (a) such Guarantor has received consideration that is the reasonably equivalent value of the obligations and liabilities that such Guarantor has incurred to Lender; (b) such Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will any Guarantor be rendered insolvent by the execution and delivery of this Agreement to Lender; (c) such Guarantor is not engaged or about to engage in any business or transaction for which the assets retained by such Guarantor are or will be an unreasonably small amount of capital, taking into consideration the obligations to Lender incurred hereunder; and (d) such Guarantor does not intend to, nor does such Guarantor believe that it will, incur debts beyond its ability to pay such debts as they mature.
Events of Default. Without limiting the generality of any of the other provisions hereof, each Guarantor specifically agrees that upon the occurrence and during the continuance of an Event of Default, Lender, on behalf of the Secured Parties, in its sole discretion (but subject to the terms of the Credit Agreement), may declare the unpaid principal balance of, and accrued interest on, the Secured Obligations to be forthwith due and payable in full without notice. Upon the occurrence of certain Events of Default, the unpaid principal balance of and accrued interest on the Secured Obligations will become due and payable without any action by Lender. Upon the occurrence of any of the events enumerated in the immediately preceding sentences, each Guarantor shall, upon demand of Lender, on behalf of the Secured Parties, whenever made, pay to Lender, on behalf of the Secured Parties, an amount equal to the then unpaid balance of the Secured Obligations (provided that no such demand shall be required in the event of an insolvency of one or more Guarantors).
Waiver of Guarantors’ Rights Against Borrower and Collateral. To the extent permitted by law, each Guarantor hereby waives any claim or other right that such Guarantor might now have or hereafter acquire against any Borrower or any other Obligor that arises from the existence or performance of such Guarantor’s liabilities or other obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against any Borrower or any Collateral that Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until such time as the Term Loan Commitment has been terminated and the Obligations (other than contingent, indemnity obligations) have been repaid in full.
Contribution Among Guarantors. The Guarantors hereby agree as among themselves that, in connection with the payments made hereunder, each Guarantor of Payment shall have a right of contribution from each other Guarantor in accordance with applicable Law. Such contribution rights shall be waived until such time as the Term Loan Commitment has been terminated and the Secured Obligations have been irrevocably paid in full, and no Guarantor shall exercise any such contribution rights until such time.
Full Recourse Obligations; Effect of Fraudulent Transfer Laws. It is the desire and intent of each Guarantor and Lender that this Agreement shall be enforced as a full recourse

obligation of such Guarantor to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If and to the extent that the obligations of any Guarantor under this Agreement would, in the absence of this sentence, be adjudicated to be invalid or unenforceable because of any applicable state or federal Law relating to fraudulent conveyances or transfers, then the amount of such Guarantor’s liability hereunder in respect of the Secured Obligations shall be deemed to be reduced ab initio to that maximum amount that would be permitted without causing the obligations of such Guarantor hereunder to be so invalidated.

Swap Obligations Make-Well Provision. Each Guarantor, to the extent that it is an “eligible contract participant” as defined in the Commodity Exchange Act, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Company in order for such Company to honor its obligations under the Loan Documents in respect of the Swap Obligations. The obligations of each Guarantor under this Section 17 shall remain in full force and effect until all Secured Obligations (other than contingent obligations for which no claim has been asserted) are paid in full. Each Guarantor intends that this Section 17 constitute, and this Section 17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Subordination by Each Guarantor of Indebtedness Owed to Such Guarantor from any Borrower or another Credit Party. Each Guarantor agrees that the Secured Obligations, whether now existing or hereafter created, shall be superior to any claim that such Guarantor may now have or hereafter acquire against any other Credit Party, whether or not such Credit Party becomes insolvent. Each Guarantor hereby expressly subordinates any claim such Guarantor may have against any other Credit Party, upon any account whatsoever, to any claim that Lender may now or hereafter have against any Credit Party pursuant to the Credit Agreement and the other Loan Documents. In the event of insolvency and consequent liquidation of the assets of any Credit Party, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of any Borrower applicable to the payment of the claims of Lender, and any Guarantor shall be paid to Lender, for the benefit of the Secured Parties, and shall be first applied by Lender to the payment of the Secured Obligations in accordance with the Credit Agreement. Each Guarantor does hereby assign to Lender, for the benefit of the Secured Parties, all claims that such Guarantor may have or acquire against any Credit Party or against any assignee or trustee in bankruptcy of any Credit Party; provided that such assignment shall be effective only for the purpose of assuring to Lender, for the benefit of the Secured Parties, full payment in legal tender of the Secured Obligations. If Lender so requests, any notes or credit agreements now or hereafter evidencing any indebtedness or obligations of any Credit Party to any Guarantor shall be marked with a legend that the same are subject to this Agreement and shall be delivered to Lender. Each Guarantor agrees, and Lender is hereby authorized, in the name of such Guarantor, from time to time to execute documents and to take such other actions as Lender deems reasonably necessary or appropriate to preserve and enforce Lender’s rights under this Agreement.
Guarantors Familiar with each Borrower’s Affairs; the Loan Documents and Borrower Certifications. Each Guarantor confirms that an executed (or conformed) copy of each of the Loan Documents and the Borrower Certifications has been made available to its principal executive officers, that such officers are familiar with the contents thereof and of this Agreement,

and that it has executed and delivered this Agreement after reviewing the terms and conditions of this Agreement, the Credit Agreement and the other Loan Documents, and such other information as it has deemed appropriate in order to make its own credit analysis and decision to execute and deliver this Agreement. Each Guarantor confirms that (a) it has made its own independent investigation with respect to the creditworthiness of each Borrower and its Subsidiaries and other Affiliates, and (b) such Guarantor is not executing and delivering this Agreement in reliance on any representation or warranty by Lender, or any other Person acting on behalf of Lender, as to such creditworthiness. Each Guarantor expressly assumes all responsibilities to remain informed of the financial condition of each Borrower and its Subsidiaries and other Affiliates thereof, and any circumstances affecting (a) the ability of Borrowers and the other Credit Parties to perform their respective obligations under the Credit Agreement and the other Loan Documents to which they are parties, or (b) any collateral securing, or any other guaranty for, all or any part of the payment and performance obligations of Borrowers and the other Credit Parties; and each Guarantor further agrees that Lender shall have no duty to advise any Guarantor of information known to Lender regarding such circumstances, or the risks such Guarantor undertakes in this Agreement. Each Guarantor confirms that it has made its own independent determination regarding (i) each Borrower’s eligibility for the Term Loan under the Main Street New Loan Facility and (ii) the ability of each Borrower to have made each of the representations, warranties and certifications in its Borrower Certifications.

Stay of Acceleration. In the event that acceleration of the time for payment of any of the Secured Obligations is stayed, upon the insolvency, bankruptcy or reorganization of any Borrower or any other Person, or otherwise, the Secured Obligations shall nonetheless be payable by the Guarantors immediately upon demand by Lender.
Notice. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Guarantor, c/o Borrowers, at the address of Borrowers specified on the signature pages of the Credit Agreement, if to Lender, mailed or delivered to it, addressed to the address of Lender specified on the signature pages of the Credit Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered (if received during normal business hours on a Business Day, such Business Day, or otherwise the following Business Day) or two Business Days after being deposited in the mails with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile or electronic communication, in each case of facsimile or electronic communication with telephonic confirmation of receipt. All notices from any Guarantor to Lender pursuant to any of the provisions hereof shall not be effective until received by Lender.
Indemnification. The Guarantors, jointly and severally, agree to defend, indemnify and hold harmless the Indemnitees (as defined in the Credit Agreement) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against any Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) or any other claim by any Person (including any Borrower, any Guarantor or any other

Obligor) relating to or arising out of this Agreement, any other Loan Document or any actual or proposed use of proceeds of the Term Loan or any of the Obligations, or any activities of any Company or its Affiliates; provided that no Indemnitee shall have the right to be indemnified under this Section 22 for its own gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction. All obligations provided for in this Section 22 shall survive any termination of this Agreement.

No Waiver or Course of Dealing. No course of dealing between any Guarantor and Lender, nor any failure to exercise, nor any delay in exercising, on the part of Lender, any right, power or privilege hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
Severability. The provisions of this Agreement are severable, and, if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.
Modifications. Agreement may be amended or modified only by a writing signed by the Guarantors and Lender (except in the case of a Guaranty of Payment Joinder pursuant to Section 31 below). No waiver or consent granted by Lender in respect of this Agreement shall be binding upon Lender unless specifically granted in writing, which writing shall be strictly construed.
Successors and Assigns. This Agreement shall bind each Guarantor and its successors and assigns and shall inure to the benefit of Lender (and the other Secured Parties) and their respective successors and permitted assigns, including (without limitation) each holder of any Note evidencing any of the Secured Obligations. No Guarantor shall have the right to assign its obligations hereunder without the prior written consent of Lender.
Invalidity. If, at any time, one or more provisions of this Agreement is or becomes invalid, illegal or unenforceable in whole or in part, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Entire Agreement. This Agreement constitutes a final written expression of all of the terms of this Agreement, is a complete and exclusive statement of those terms and supersedes all oral representations, negotiations and prior writings, if any, with respect to the subject matter hereof.
Relationship of Parties; Setoffs. The relationship between (a) each Guarantor and (b) Lender with respect to this Agreement is and shall be solely that of debtor and creditors, respectively, and Lender shall have no fiduciary obligation toward any Guarantor with respect to this Agreement or the transactions contemplated hereby. In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon the occurrence

and during the continuance of an Event of Default, Lender and each of its Affiliates is hereby authorized at any time or from time to time, without notice to any Guarantor or to any other Person, any such notice being expressly waived, to the fullest extent permitted under applicable law, to setoff and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to Lender under this Agreement, irrespective of whether or not Lender shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured. Lender agrees to promptly notify the relevant Guarantor after any such set off and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Headings; Execution. The headings and subheadings used herein are for convenience of reference only and shall be ignored in interpreting the provisions of this Agreement. This Agreement may be executed by facsimile or other electronic signature, which, when so executed and delivered, shall be deemed to be an original.
Additional Guarantors. Each Subsidiary that is required to become a Guarantor of Payment pursuant to Section 5.19 of the Credit Agreement will become a Guarantor hereunder (each an “Additional Guarantor”), with the same force and effect as if such Subsidiary were originally named as a Guarantor herein, upon the execution and delivery by such Subsidiary of a Guaranty of Payment Joinder. Each reference to “Guarantor” in this Agreement or any other Loan Document shall also mean each Additional Guarantor, and each reference in this Agreement or any other Loan Document to this Agreement shall mean this Agreement as supplemented by each Guaranty of Payment Joinder. No consent of any other Guarantor hereunder will be required for the execution and delivery of any Guaranty of Payment Joinder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional Guarantor as a party to this Agreement.
General Limitation on Claims by the Guarantors. NO CLAIM MAY BE MADE BY ANY GUARANTOR AGAINST LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF LENDER, FOR ANY DAMAGES OTHER THAN ACTUAL COMPENSATORY DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH GUARANTOR HEREBY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WAIVES, RELEASES AND AGREES NOT TO SUE OR COUNTERCLAIM UPON ANY SUCH CLAIM FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.
Attorneys, Accountants and Other Agents of Lender Have No Duty to the Guarantors. All attorneys, accountants, appraisers, consultants and other professional Persons (including the firms or other entities on behalf of which any such Person may act) retained by Lender with respect to the transactions contemplated by the Loan Documents shall have the right

to act exclusively in the interest of Lender, as the case may be, shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Guarantor, to any Affiliate thereof, or to any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation and shall be subject to the provisions contained in Section 9.2 of the Credit Agreement. Each Guarantor agrees, on behalf of itself, its Subsidiaries and its other Affiliates, not to assert any claim or counterclaim against any such Persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged.

Termination. At such time as the Secured Obligations shall have been irrevocably paid in full, the Term Loan Commitment terminated, and the Credit Agreement terminated and not replaced by any other credit facility with Lender, this Agreement shall, subject to Section 4 hereof, automatically terminate.

35. Governing Law; Submission to Jurisdiction.

(a) The provisions of this Agreement and the respective rights and duties of the Guarantors, Lender hereunder shall be governed by and construed in accordance with New York law, without regard to principles of conflicts of laws that would result in the application of the law of any other jurisdiction.

(b) Each Guarantor irrevocably and unconditionally submits to the nonexclusive jurisdiction of any New York state or federal court sitting in New York County, New York, over any action or proceeding arising out of or relating to this Agreement, any Loan Document or any Related Writing, and each Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. Each Guarantor agrees that a final, nonappealable judgment in any such action or proceeding in any such state or federal court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein or in any other Loan Document shall affect any right that Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor or any other Credit Party or its properties in the courts of any other jurisdiction.

(c) Each Guarantor, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection such Guarantor may now or hereafter have to the laying of venue in any such action or proceeding in any such court as well as any right such Guarantor may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise.

[Remainder of page intentionally left blank.]

JURY TRIAL WAIVER. EACH GUARANTOR, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG LENDER, BORROWERS AND THE GUARANTORS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Guaranty of Payment as of the date first set forth above.

[___] By: Name: Title: [___] By: Name: Title:

[Signature Page to Guaranty of Payment]

EXHIBIT A

Subsidiary Guarantors of Payment

[___], a [_] [_] [___], a [_] [_] [___], a [_] [___]

EXHIBIT B

FORM OF GUARANTY OF PAYMENT JOINDER

This GUARANTY OF PAYMENT JOINDER (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Agreement”), is made as of the [] day of [__, ] by [___], a[n] [_] [_____] (“New Guarantor”), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, as lender under the Credit Agreement, as hereinafter defined (“Lender”), for the benefit of the Secured Parties.

WHEREAS, WILSON CREEK HOLDINGS, INC., a Delaware corporation (“Wilson Holdings”), and each Subsidiary Borrower, as defined in the Credit Agreement (together with Wilson Holdings, collectively, “Borrowers” and, individually, each a “Borrower”) entered into that certain MSNLF Credit Agreement, dated as of December 14, 2020, with Lender (as [amended and as] the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, certain of one or more Borrowers’ Affiliates, collectively, “Guarantors” and, individually, each a “Guarantor”) entered into that certain Guaranty of Payment, dated as of [___] (as the same may from time to time be amended, restated or otherwise modified, the “Guaranty of Payment”), pursuant to which the Guarantors jointly and severally guaranteed the payment of the Secured Obligations, as defined in the Guaranty of Payment;

WHEREAS, New Guarantor deems it to be in the direct pecuniary and business interests of New Guarantor that New Guarantor be treated as a Company and Credit Party under the Credit Agreement;;

WHEREAS, New Guarantor understands that New Guarantor be treated as a Credit Party under the Credit Agreement only upon certain terms and conditions, one of which is that New Guarantor guarantee the payment of the Secured Obligations, and this Agreement is being executed and delivered in consideration of each financial accommodation granted to Borrowers by Lender, and for other valuable consideration;

WHEREAS, pursuant to Section 5.19 of the Credit Agreement and Section 31 of the Guaranty of Payment, New Guarantor has agreed that, effective on [_], [____] (the “Joinder Effective Date”), New Guarantor shall become a party to the Guaranty of Payment and shall become a “Guarantor” thereunder; and

WHEREAS, except as specifically defined herein, capitalized terms used herein that are defined in the Guaranty of Payment (whether directly or by reference to the Credit Agreement) shall have their respective meanings ascribed to them in the Guaranty of Payment.

Ex. A-2

NOW, THEREFORE, in consideration of the benefits accruing to New Guarantor, the receipt and sufficiency of which are hereby acknowledged, New Guarantor hereby makes the following representations and warranties to Lender, covenants to Lender, and agrees with Lender as follows:

Section 1. Assumption and Joinder. On and after the Joinder Effective Date:

(a) New Guarantor hereby irrevocably and unconditionally assumes, agrees to be liable for, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a “Guarantor” under the Guaranty of Payment and all of the other Loan Documents (as defined in the Credit Agreement) applicable to it as a Guarantor under the Guaranty of Payment;

(b) New Guarantor shall become bound by all representations, warranties, covenants, provisions and conditions of the Guaranty of Payment and each other Loan Document applicable to it as a Guarantor under the Guaranty of Payment, as if New Guarantor had been the original party making such representations, warranties and covenants; and

(c) all references to the term “Guarantor” in the Guaranty of Payment or in any other Loan Document, or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall be deemed to be a reference to, and shall include, New Guarantor.

Section 2. Guaranty of the Obligations. New Guarantor hereby absolutely and unconditionally guarantees (as a guaranty of payment and not merely a guaranty of collection) the prompt payment in full of all of the Secured Obligations as and when the respective parts thereof become due and payable, whether at scheduled maturity, by acceleration or otherwise.

Section 3. Representations and Warranties of New Guarantors. New Guarantor hereby represents and warrants to Lender that:

(a) New Guarantor has the requisite corporate or limited liability company power and authority, as applicable, to enter into this Agreement and to perform its obligations hereunder and under the Guaranty of Payment and any other Loan Document to which it is a party. The execution, delivery and performance of this Agreement by New Guarantor and the performance of its obligations under this Agreement, the Guaranty of Payment, and any other Loan Document have been duly authorized by the governing body of New Guarantor and no other corporate or limited liability company proceedings, as applicable, on the part of New Guarantor are necessary to authorize the execution, delivery or performance of this Agreement, the transactions contemplated hereby or the performance of its obligations under this Agreement, the Guaranty of Payment or any other Loan Document. This Agreement has been duly executed and delivered by New Guarantor. This Agreement, the Guaranty of Payment and each Loan Document constitutes the legal, valid and binding obligation of New Guarantor enforceable against it in accordance with its respective terms.

Ex. A-3

(b) Each of the representations and warranties set forth in the Guaranty of Payment are true and correct in all respects on as and as of the date hereof as such representations and warranties apply to New Guarantor with the same force and effect as if made on the date hereof.

Section 4. Further Assurances. At any time and from time to time, upon Lender’s request and at the sole expense of New Guarantor, New Guarantor will promptly and duly execute and deliver to Lender any and all further instruments and documents and take such further action as Lender reasonably deems necessary or appropriate to effect the purposes of this Agreement, the Guaranty of Payment or the Credit Agreement.

Section 5. Notice. All notices, requests, demands and other communications to New Guarantor provided for under the Guaranty of Payment and any other Loan Document shall be addressed to New Guarantor at the address specified on the signature page of this Agreement, or at such other address as shall be designated by New Guarantor in a written notice to Lender.

Section 6. Binding Nature of Agreement. All provisions of the Guaranty of Payment and the other Loan Documents shall remain in full force and effect and be unaffected hereby. This Agreement is a Related Writing as defined in the Credit Agreement. This Agreement shall be binding upon New Guarantor and shall inure to the benefit of Lender (and the other Secured Parties), and their respective successors and permitted assigns.

Section 7. Miscellaneous. This Agreement may be executed by facsimile or other electronic signature, that, when so executed and delivered, shall be deemed to be an original.

Section 8. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction.

[Remainder of page left intentionally blank]

Ex. A-4

JURY TRIAL WAIVER. NEW GUARANTOR HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG NEW GUARANTOR, BORROWERS, LENDER, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Guaranty of Payment Joinder as of the date first written above.

Address: [NEW GUARANTOR] By: Attention: Name: Title:

Ex. A-5

AI assistant

Corsa Coal Corp. — Capital/Financing Update 2021

46244_rns_2020-12-31_0c8da965-2a03-4a02-b64d-9c2c1bd855bc.pdf

SEDAR FILING VERSION

MSNLF

CREDIT AGREEMENT

between

KEYBANK NATIONAL ASSOCIATION

TABLE OF CONTENTS

Page

TABLE OF CONTENTS CONT’D

TABLE OF CONTENTS CONT’D

TABLE OF CONTENTS CONT’D

WITNESSETH:

ARTICLE I. DEFINITIONS

ARTICLE II. AMOUNT AND TERMS OF CREDIT

Section 2.2. Interest.

Section 2.4. Continuation of the Term Loan; Interest Periods.

Section 2.6. Prepayment.

Section 2.7. Certain Fees.

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO THE TERM LOAN; INCREASED CAPITAL; TAXES

Section 3.1. Requirements of Law.

Section 3.2. Taxes.

Section 3.4. LIBOR Lending Unlawful; Inability to Determine Rate.

Section 3.6. Benchmark Replacement Setting.

ARTICLE IV. CONDITIONS PRECEDENT

(d) [Reserved].

(p) Program Documents; Borrower Certifications.

ARTICLE V. COVENANTS

Section 5.3. Financial Statements and Information.

Section 5.7. Financial Covenants.

Section 5.21. [Reserved].

Section 5.23. [Reserved].

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Section 6.3. Compliance with Laws and Contracts. Each Company:

Section 7.5. Cross Default; Acceleration of other Indebtedness owing to Lender.

Section 7.12. Borrower Certifications.

ARTICLE VIII. REMEDIES UPON DEFAULT

ARTICLE IX. GUARANTY BY EACH BORROWERS OF OBLIGATIONS OF EACH OTHER BORROWER

ARTICLE X. MISCELLANEOUS

Schedule 1

Subsidiary Borrowers

Excluded Collateral

Schedule 5.3

MSLP Reporting

Unsecured Indebtedness

Permitted Encumbrances

[REDACTED – commercially sensitive information]

Schedule 6.1

Corporate Existence; Subsidiaries; Foreign Qualification

Ownership Information:

TIN and Organizational Numbers

[REDACTED – commercially sensitive information]

Compliance with Laws

[REDACTED – commercially sensitive information]

Owned Real Property

[REDACTED – commercially sensitive information]

Employee Benefit Plans

[REDACTED – commercially sensitive information]

Schedule 6.16

Material Agreements

Insurance

[REDACTED – commercially sensitive information]

Deposit Accounts and Securities Accounts

[REDACTED – commercially sensitive information]

EXHIBIT B FORM OF COMPLIANCE CERTIFICATE

EXHIBIT C FORM OF MSLP COMPLIANCE CERTIFICATE

EXHIBIT C

FORM OF

BORROWER MSLP COMPLIANCE CERTIFICATE (MSNLF)

[Closing Date Certifications]

[Certifications Required under Section [5.3([f])] of the Credit Agreement]

Borrower Information and Financial Records

BORROWERS:

Schedule 1

[Schedule 2 (Page 1 of Portal Entry Process)

SCHEDULE 3 BORROWER WORKSHEET

EXHIBIT A

EXHIBIT D FORM OF GUARANTY OF PAYMENT

1. Recitals.

Corsa Coal Corp. Capital/Financing Update 2021