Corsa Coal Corp. — Capital/Financing Update 2021

Jan 1, 2021

SEDAR FILING VERSION

SECURITY AGREEMENT

This SECURITY 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 by:

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

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

(c) each other Company (as defined in the Credit Agreement, as hereinafter defined that hereafter becomes a party hereto (together with Borrowers collectively, the “Pledgors” and, individually, each a “Pledgor”), 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.

The Borrowers are entering into that certain MSNLF Credit Agreement, dated as of December 14, 2020, with Lender (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”). Each Pledgor desires that Lender grant the financial accommodations to Borrowers as described in the Credit Agreement.

The financing of Borrowers is provided by the Term Loan, as defined in the Credit Agreement, and each Pledgor deems it to be in the direct pecuniary and business interests of such Pledgor that Borrowers obtain from Lender the Term Loan Commitment, as defined in the Credit Agreement, and the Term Loan provided for in the Credit Agreement, and that each Pledgor be treated as a Company and Credit Party under the Credit Agreement.

Each Pledgor understands that Lender is willing 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 each Pledgor grant to Lender, for the benefit of Lender and the other Secured Parties, a security interest in the Collateral, as hereinafter defined, of such Pledgor, 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.

1. Definitions. Except as specifically defined herein, (a) capitalized terms used herein that are defined in the Credit Agreement shall have their respective meanings ascribed to them in

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the Credit Agreement, and (b) unless otherwise defined in the Credit Agreement, terms that are defined in the U.C.C. are used herein as so defined. As used in this Agreement, the following terms shall have the following meanings:

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

“Account Debtor” means an account debtor, as that term is defined in the U.C.C., or any other Person obligated to pay all or any part of an Account in any manner and includes (without limitation) any guarantor thereof or other accommodation party therefor.

“As-extracted Collateral” means as-extracted collateral, as that term is defined in the U.C.C.

“Bank Product Agreements” means those certain cash management services and other agreements entered into from time to time between a Company and Lender (or an Affiliate thereof) in connection with any of the Bank Products.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees and expenses owing by a Company to Lender (or an Affiliate thereof) pursuant to or evidenced by the Bank Product Agreements.

“Bank Products” means a service or facility extended to a Company by Lender (or an Affiliate thereof) for (a) ACH transactions, and (b) cash management, including controlled disbursement, accounts or services.

“Cash Collateral Account” means one or more commercial Deposit Accounts designated as a “cash collateral account” and maintained by one or more Pledgors with Lender, without liability by Lender to pay interest thereon, from which account Lender, on behalf of the Secured Parties, subject to the provisions of Section 12 hereof, shall have the exclusive right to withdraw funds until all of the Secured Obligations are paid in full.

“Cash Security” means all cash, instruments, Deposit Accounts, Securities Accounts and cash equivalents, in each case whether matured or unmatured, whether collected or in the process of collection, upon which a Pledgor presently has or may hereafter have any claim, wherever located, including but not limited to any of the foregoing that are presently or may hereafter be existing or maintained with, issued by, drawn upon, or in the possession of Lender.

“Collateral” means and include all real and personal property and as-extracted collateral, including, without limitation, all as-extracted coal, owned by any Pledgor, whether now owned or existing, or hereafter arising or acquired or received by any Pledgor, wherever located, including:

(a) all Accounts; (b) all Inventory;

(c) all Equipment and Fixtures;

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• (d) all General Intangibles, Payment Intangibles and Intellectual Property;

• (e) all Investment Property;

• (f) all Deposit Accounts and any and all monies credited by or due from any

• financial institution or any other depository;

• (g) all Chattel Paper, Instruments and Documents;

(h) all of the Pledgors’ respective right, title and interest in and to (i) its respective goods and other personal property including all As-extracted Collateral and all merchandise returned or rejected by Account Debtors, relating to or securing any of the Accounts; (ii) all of the Pledgors’ respective rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lien or, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all additional amounts due to any Pledgor from any Account Debtors relating to the Accounts; (iv) other property, including warranty claims, relating to any goods securing this Agreement; (v) all of the Pledgors’ respective contract rights, rights of payment which have been earned under a contract right, Instruments (including promissory notes), Documents, Chattel Paper (including electronic chattel paper), warehouse receipts, Deposit Accounts, letters of credit, and money; (vi) all Commercial Tort Claims (whether now existing or hereafter arising); (vii) if and when obtained by any Pledgor, all real and personal property of third parties in which any Pledgor have been granted a Lien or security interest as security for the payment or enforcement of Accounts; (viii) all Letter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (ix) all Supporting Obligations; and (x) any other goods or personal property, if any, in which any Pledgor may hereafter in writing grant a security interest to the Lender hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between the Lender and one or more Pledgors;

(i) all of the Pledgors’ respective ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computer software (owned by any Pledgor or in which they have an interest), computer programs, tapes, disks and documents relating to (a), (b), (c), (d), (e), (f), (g) or (h) of this Paragraph; and

(j) all proceeds and products of (a), (b), (c), (d), (e), (f), (g) and (h) in whatever

form, including: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds;

provided that that the Collateral shall not include the Excluded Property and the Excluded Collateral.

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“Commercial Tort Claim” means a commercial tort claim, as that term is defined in the U.C.C. (Schedule 15 hereto lists all Commercial Tort Claims of any Pledgor in existence as of the Closing Date.)

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

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

“Event of Default” means an event or condition that constitutes an Event of Default, as defined in Section 22.1 hereof.

“Excluded Collateral” means that term as defined in the Credit Agreement.

“Excluded Property” means, with respect to any Pledgor, (a) any “intent-to-use” applications for Trademarks filed under Section 1(b) of the Trademark Act, until such time as such Pledgor begins to use such Trademarks, (b) any item of General Intangibles that is now or hereafter held by such Pledgor but only to the extent that such item of General Intangibles (or any agreement evidencing such item of General Intangibles) contains a term or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than such Pledgor) to, the creation, attachment or perfection of the security interest granted herein, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C.), (c) any fixed assets and the proceeds thereof which are subject to a purchase money security interest or a capital lease which is permitted to be granted or entered into by a Pledgor under the terms of this Agreement but only to the extent that an agreement evidencing such purchase money security interest or capital lease contains a term that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than a Pledgor hereunder) to, the creation, attachment or perfection of the security interest granted with respect to such fixed assets, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law; provided, however, that (x) Excluded Property shall not include any Proceeds of any item of General Intangibles, (y) any item of General Intangibles or Equipment that at any time ceases to satisfy the criteria for Excluded Property (whether as a result of the applicable Pledgor obtaining any necessary consent, any change in any rule of law, statute or regulation, or otherwise), shall no longer be Excluded Property, and (z) any fixed assets or the proceeds thereof described in clause (c) above that at any time ceases to satisfy the criteria for Excluded Property (whether as a result of the termination of the applicable agreement, the applicable Loan Party obtaining any necessary consent, any change in any rule of law, statute or regulation or otherwise) shall no longer by Excluded Property and (d) shares of capital stock or other equity interests that are excluded from Pledged Securities pursuant to the definition thereof.

“Flood Insurance Laws” means, collectively (a) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973), as now or hereafter in effect or any successor statute thereto, (b) the Flood Insurance Reform Act of 2004, as now or hereafter in effect or any successor statute

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thereto, and (c) the Biggert-Waters Flood Insurance Reform Act of 2012, as now or hereafter in effect or any successor statute thereto.

“General Intangibles” means (a) general intangibles, as that term is defined in the U.C.C.; and (b) choses in action, causes of action, Intellectual Property, customer lists, corporate or other business records, inventions, designs, patents, patent applications, service marks, registrations, trade names, trademarks, copyrights, licenses, goodwill, computer software, rights to indemnification and tax refunds.

“Intellectual Property” means, collectively, all existing and future right, title and interest in, to and under (a) industrial designs, patents, patent registrations, patent applications, Trademarks, and copyright registrations and other intellectual property or registrations, whether federal, state or foreign; (b) common law trademark rights, copyrights, rights in trade dress, publicity, works of authorship and other unregistered copyrightable material, improvements, and proprietary and confidential information, including, without limitation, personal, financial, and other sensitive data, plans, know-how, processes, formulae, algorithms and inventions; (c) renewals, continuations, extensions, reissues and divisions of any of the foregoing; (d) rights to sue for past, present and future infringements or any other commercial tort claims relating to any of the foregoing; (e) licenses and all income, revenue and royalties with respect to any licenses, whether registered or unregistered and all other payments earned under contract rights relating to any of the foregoing; (f) all intangible intellectual or similar property connected with and symbolized by any of the foregoing; (g) goodwill associated with any of the foregoing; and (h) all payments under insurance, including the returned premium upon any cancellation of insurance (whether or not Lender is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing.

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

“Investment Property” means investment property, as that term is defined in the U.C.C., unless the Uniform Commercial Code as in effect in another jurisdiction would govern the perfection and priority of a security interest in investment property, and, in such case, “investment property” shall be defined in accordance with the law of that jurisdiction as in effect from time to time.

“Pledged Notes” means the promissory notes payable to one or more Pledgors, as described on Schedule 14 hereto, if any, and any additional or future note that may hereafter from time to time be payable to one or more Pledgors.

“Pledged Securities” means all of the shares of capital stock or other equity interest of a direct Subsidiary of a Pledgor, whether now owned or hereafter acquired or created, and all proceeds thereof; provided that Pledged Securities shall exclude (a) shares of voting capital stock or other voting equity interests in any first-tier Foreign Subsidiary in excess of sixty-five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier Foreign Subsidiary (but solely to the extent that, and for so long as, a pledge of any additional amount would cause material and adverse tax consequences to any Pledgor or Subsidiary thereof) and (b) equity interests of Wilson Creek Energy, LLC owned by QKGI Legacy

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Holdings, LP. As of the Closing Date, the existing Pledged Securities are listed on Schedule 4.7 hereto.

“Proceeds” means (a) proceeds, as that term is defined in the U.C.C., and any other proceeds, and (b) whatever is received upon the sale, exchange, collection or other disposition of Collateral or proceeds, whether cash or non-cash. Cash proceeds include, without limitation, moneys, checks, and Deposit Accounts. Proceeds include, without limitation, any Account arising when the right to payment is earned under a contract right, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement, the right of Lender to Proceeds specifically set forth herein, or indicated in any financing statement, shall never constitute an express or implied authorization on the part of Lender to a Pledgor’s sale, exchange, collection, or other disposition of any or all of the Collateral.

“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.

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

“Security Agreement Joinder” means a Security Agreement Joinder, substantially in the form of the attached Exhibit B, prepared by Lender and executed and delivered to Lender by a Company for the purpose of adding an additional Pledgor as a party to this Agreement.

“Trademarks” means, with respect to any Person, all of such Person’s right, title, and interest in, to and under the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing, (b) all renewals of the foregoing, (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof, (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing and (e) all rights corresponding to any of the foregoing throughout the world.

“U.C.C.” means the Uniform Commercial Code, as in effect from time to time in the State of New York.

“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.

“Vehicles” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles, in each case covered by a certificate of title under the laws of any state, and all tires and all other appurtenances to any of the foregoing.

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1. Grant of Security Interest. In consideration of and as security for the full and complete payment of all of the Secured Obligations, each Pledgor hereby agrees that Lender shall at all times have, and hereby grants to Lender, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Pledgor, including (without limitation) all of such Pledgor’s future Collateral, irrespective of any lack of knowledge by Lender of the creation or acquisition thereof.

2. Representations and Warranties. All representations and warranties made by Borrowers with respect to any Pledgor and contained in the Credit Agreement are incorporated herein by reference and each Pledgor hereby makes such continuing representations and warranties on its own behalf. Each Pledgor hereby further represents and warrants to Lender as follows:

4.1. Such Pledgor is duly organized or formed, as applicable, validly existing and in good standing (where applicable) under the laws of its state of incorporation or formation, as applicable, and is duly qualified to do business in each state in which a failure to so qualify would have a Material Adverse Effect.

4.2. Such Pledgor has full power, authority and legal right to pledge the Collateral of such Pledgor, to execute and deliver this Agreement, and to perform and observe the provisions hereof. The officers or authorized representatives, as applicable acting on such Pledgor’s behalf have been duly authorized to execute and deliver this Agreement. This Agreement is valid and binding upon such Pledgor in accordance with the terms hereof (subject to bankruptcy, insolvency and general principles of equity).

4.3. Neither the execution and delivery of this Agreement, nor the performance and observance of the provisions hereof, by such Pledgor will conflict with, or constitute a violation or default under, any provision of any applicable law or of any contract (including, without limitation, such Pledgor’s Organizational Documents) or of any other writing binding upon such Pledgor in any manner.

4.4. As of the Closing Date (or in the case of an additional Pledgor, as of the effective date of its joinder), Schedule 4.4 hereto sets forth true and complete information as to each of the following: (a) the exact legal name of such Pledgor, (b) the state or jurisdiction of formation and form of organization of such Pledgor, (c) the location of such Pledgor’s place of business (if it has only one) or its chief executive office (if it has more than one place of business), (d) the federal tax identification number of such Pledgor and (e) the organizational number of such Pledgor in its jurisdiction of formation. Except as set forth on Schedule 4.4, as of the Closing Date (or in the case of an additional Pledgor, as of the effective date of its joinder), such Pledgor has not, during the past five years, (i) been known by or used any other corporate or fictitious name, (ii) changed its corporate form or its jurisdiction of organization or (iii) been a party to any merger, consolidation or Acquisition.

4.5. At the execution and delivery hereof, except as permitted pursuant to the Credit Agreement, (a) there is no U.C.C. Financing Statement outstanding covering the Collateral, or any part thereof; (b) none of the Collateral is subject to any security interest or Lien of any kind; (c) the Internal Revenue Service has not alleged the nonpayment or underpayment of any tax by any

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Pledgor or threatened to make any assessment in respect thereof; (d) upon execution of this Agreement and the filing of the U.C.C. Financing Statements in connection herewith, Lender will have, for the benefit of the Secured Parties, a valid and enforceable security interest (second in priority only to any Lien securing the Other KeyBank Indebtedness) in the Collateral (to the extent perfection can be accomplished by such filing or action) that is the type in which a security interest may be created under the U.C.C. by the execution of a security agreement and perfected by the filing of a U.C.C. Financing Statement (other than Commercial Tort Claims); and (e) no Pledgor has entered into any contract or agreement 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 Pledgor.

4.6. All Inventory (except Inventory in transit) and Equipment (except Vehicles) of each Pledgor are located at the places set forth on Schedule 4.6 or at a location with respect to which such Pledgor has provided notice to Lender pursuant to Section 6 hereof. All of such locations are owned by such Pledgor in fee simple except for locations (i) that are leased by such Pledgor or (ii) where Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment, in each case, as designated in Schedule 4.6 or the notice delivered by such Pledgor pursuant to Section 6 hereof. With respect to any As-extracted Collateral, Schedule 4.6 contains the name and address of the record owner of the real estate from which such As-extracted Collateral has been extracted.

4.7. Such Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities such Pledgor purports to own, and such Pledged Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the property or assets of such Pledgor that would include such Pledged Securities, except as permitted pursuant to the Credit Agreement.

4.8. All of the Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable (as applicable).

4.9. (i) None of the Pledged Securities owned or issued by such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject and (ii) no consent approval, authorization or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Pledgor of the Pledged Securities pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Pledgor, or for the exercise by Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Securities provided for in this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sales of security generally.

4.10. Each Pledged Note constitutes a valid obligation of the maker thereof, and is enforceable according to its tenor and free from any defense or offset of any kind. No default has occurred under any Pledged Note. Each Pledged Note is either unsecured, or, if secured, Pledgor has a valid, duly perfected security interest in and lien on all of the property that serves to secure

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its Pledged Notes. No Pledgor has any obligations to make any further or additional loans or advances to, or purchases of securities from, any maker with respect to any of the Pledged Notes of such Pledgor. No Pledged Note of any Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person.

4.11. Each Pledgor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to its Intellectual Property purported to be owned by it, free and clear of any liens, charges and encumbrances, including, without limitation, pledges, assignments, licenses, registered user agreements and covenants by such Pledgor not to sue third Persons, except as permitted by the Credit Agreement. Each Pledgor owns all of its Intellectual Property and, whether the same are registered or unregistered, no such Intellectual Property has been adjudged invalid or unenforceable. No Pledgor has knowledge of any claim that the use of any of its Intellectual Property does or may violate the rights of any Person. Each Pledgor has used, and shall continue to use, for the duration of this Agreement, proper statutory notice in connection with its use of its Intellectual Property, except where the failure to do so will not have a Material Adverse Effect.

4.12. Each Pledgor has received consideration that is the reasonably equivalent value of the obligations and liabilities that such Pledgor has incurred to Lender. No Pledgor is insolvent, as defined in any applicable state or federal statute, nor will any Pledgor be rendered insolvent by the execution and delivery of this Agreement to Lender or any other documents executed and delivered to Lender in connection herewith. No Pledgor has engaged, nor is any Pledgor 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 Pledgor intends to, nor does any Pledgor believe that it will, incur debts beyond its ability to pay such debts as they mature.

• 4.13. Such Pledgor has reviewed and is familiar with the terms of the Credit Agreement.

4.14. At the execution and delivery hereof, no Event of Default will exist.

4.15. The Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Pledgors taken as a whole.

4.16 As of the Closing Date, all Vehicles of the Pledgors are set forth on Schedule 4.16 hereto or Schedule 2 to the Credit Agreement.

1. Credit Agreement Covenants. All covenants contained in Article V of the Credit Agreement are incorporated herein by reference and each Pledgor shall be bound hereunder by the covenants applicable to such Pledgor with the same force and effect as if such covenants and agreements, as amended from time to time in accordance with the Credit Agreement, were written herein.

2. Corporate Names and Location of Collateral. Without the prior written consent of Lender, no Pledgor shall (a) change its name, or (b) change its jurisdiction or form of organization or extend or continue its existence in or to any other jurisdiction (other than its jurisdiction of

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organization at the date of this Agreement). Each Pledgor shall also provide Lender with prior written notification of (i) any new locations where any of the Inventory or Equipment of such Pledgor is to be maintained or from which As-extracted Collateral is to be extracted; (ii) the location of any new places of business or the changing or closing of any of its existing places of business; and (iii) any change in such Pledgor’s chief executive office. In the event of any of the foregoing or if otherwise deemed appropriate by Lender, Lender is hereby authorized to file new U.C.C. Financing Statements (and/or amendments thereto) describing the Collateral and otherwise in form and substance sufficient for recordation wherever necessary or appropriate, as determined in Lender’s sole discretion, to perfect or continue perfected the security interest of Lender, for the benefit of the Secured Parties, in the Collateral. The Pledgors shall pay all filing and recording fees and taxes in connection with the filing or recordation of such U.C.C. Financing Statements and shall immediately reimburse Lender therefor if Lender pays the same. Such amounts not so paid or reimbursed shall be Related Expenses.

1. Notice. The Pledgors shall give Lender prompt written notice if any Event of Default shall occur hereunder or if the Internal Revenue Service shall allege the nonpayment or underpayment of any tax by any Pledgor or threaten to make any assessment in respect thereof.

2. Financial Records. Each Pledgor shall (a) maintain at all times true and complete financial records and books of accounts in accordance with generally accepted accounting principles consistently applied and, without limiting the generality of the foregoing, prepare authentic invoices for all of the Accounts of such Pledgor; (b) give Lender prompt written notice whenever any Account Debtor of such Pledgor shall become in default with respect to any Account if such default would have a Material Adverse Effect; and (c) forward to Lender, upon request of Lender, made not more than four times per year, unless an Event of Default has occurred and is continuing, (i) invoices, sales journals or other documents prepared in the ordinary course of business of such Pledgor, that summarize the Accounts of such Pledgor, certified by an officer of such Pledgor, (ii) an aging report of the Accounts of such Pledgor then outstanding setting forth, in reasonable form and detail, the unpaid balances of all invoices billed respectively during that period and during each of the three next preceding periods, and certified by an officer of such Pledgor, and (iii) with respect to any Collateral of such Pledgor, such other reports and other documents that are reasonably satisfactory to Lender; and (d) render or cause to be rendered to Lender, all of the financial information required by Section 5.3 of the Credit Agreement, at the times and in the manner required by Section 5.3 of the Credit Agreement.

3. Transfers, Liens and Modifications Regarding Collateral. No Pledgor shall, without Lender’s prior written consent, except as specifically permitted under the Credit Agreement, (a) sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or create, incur, or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of such Pledgor’s Collateral, or any interest therein, or Proceeds, except for the lien and security interest provided for by this Agreement and any security agreement securing only Lender, for the benefit of the Secured Parties; or (b) enter into or assent to any amendment, compromise, extension, release or other modification of any kind of, or substitution for, any of the Accounts of such Pledgor except in the ordinary course of business of such Pledgor.

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10. Collateral. Each Pledgor shall:

(a) at all reasonable times and, except after the occurrence and during the continuance of an Event of Default, upon reasonable notice, allow Lender by or through any of Lender’s officers, agents, employees, attorneys or accountants to (i) examine, inspect and make extracts from such Pledgor’s books and other records, including, without limitation, the tax returns of such Pledgor, (ii) arrange for verification of the Accounts of such Pledgor, under reasonable procedures, directly with Account Debtors of such Pledgor or by other methods, (iii) examine and inspect the Inventory and Equipment of such Pledgor, wherever located, and (iv) conduct appraisals of such Pledgor’s Inventory; provided, however, that unless an Event of Default has occurred and is continuing, Lender shall not take the actions described in clauses (i) through (iv) above more than once per fiscal year of such Pledgor;

(b) promptly furnish to Lender, upon request, (i) additional statements and information with respect to such Pledgor’s Collateral, and all writings and information relating to or evidencing any of the Accounts of such Pledgor (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors of such Pledgor), and (ii) any other writings and information as Lender or such Lender may request;

(c) promptly notify Lender in writing upon the creation of any Accounts of such Pledgor with respect to which the Account Debtor is the United States of America or any other Governmental Authority, or any business that is located in a foreign country;

(d) promptly notify Lender in writing upon the creation by such Pledgor of a Deposit Account (not maintained with Lender) or Securities Account not listed on Schedule 6.19 to the Credit Agreement, and, prior to or simultaneously with the creation of such Deposit Account or Securities Account provide for the execution of a Deposit Account Control Agreement or Securities Account Control Agreement with respect thereto, if required by Lender; provided that no Deposit Account Control Agreement or Securities Account Control Agreement shall be required (i) to extent that (A) the aggregate balance in all such Deposit Accounts and Securities Accounts, as applicable, does not exceed One Hundred Thousand ($100,000), and (B) the balance in each such Deposit Account is swept to a Deposit Account maintained with Lender at least weekly and (ii) PBS Coals, Inc.’s account maintained at Somerset Trust Company shall not be required to be the subject of a Deposit Account Control Agreement provided that any amounts in excess of $100,000.00 in such account is swept to a Deposit Account maintained with Lender at least weekly.

(e) promptly notify Lender in writing whenever the Equipment or Inventory of a Pledgor, valued in excess (on an aggregate basis for all such Equipment or Inventory of all Pledgors at such location) of Two Hundred Fifty Thousand Dollars ($250,000) is located at a location of a third party (other than another Company) that is not listed on Schedule 4.6 hereto and use commercially reasonable efforts to cause to be executed any Collateral Access Agreement or similar document or notice that may be reasonably requested by Lender;

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(f) promptly notify Lender in writing of any information that such Pledgor has or may receive with respect to such Pledgor’s Collateral that might reasonably be determined to have a Material Adverse Effect on the value thereof or the rights of Lender with respect thereto;

(g) maintain the Equipment of such Pledgor in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved, other than with respect to Equipment that is obsolete or no longer useful in such Pledgor’s business;

(h) deliver to Lender, to hold as security for the Secured Obligations, within ten Business Days after the written request of Lender, all certificated Investment Property owned by such Pledgor, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender, or in the event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of Lender, for the benefit of the Secured Parties, in form and substance satisfactory to Lender;

(i) provide to Lender, on a quarterly basis (as necessary or as requested by Lender), a list of any patents, trademarks or copyrights that have been federally registered by such Pledgor since the last list so delivered, and, if required by Lender, and provide for the execution of an appropriate Intellectual Property Security Agreement with respect thereto;

(j) shall perfect and protect such Pledgor’s ownership interests in all Collateral stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the U.C.C. to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Pledgor’s interests in such inventory under the U.C.C., which such financing statements filed pursuant to this Section shall be assigned to Lender;

(k) if such Pledgor is or becomes the beneficiary of a letter of credit, it shall cause the issuer and/or confirmation bank to agree to direct all payments thereunder to a Deposit Account maintained with Lender or subject to a Control Agreement, all in form and substance reasonably satisfactory to Lender; and

(l) upon request of Lender, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as Lender may from time to time reasonably deem necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of this Agreement or so as to completely vest in and ensure to Lender its rights hereunder and in or to the Collateral.

Each Pledgor hereby authorizes Lender to file U.C.C. Financing Statements or other appropriate notices with respect to the Collateral of such Pledgor. Each Pledgor also ratifies its authorization for Lender to have filed in any U.C.C. jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. If certificates of title or applications for title are issued or

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outstanding with respect to any Vehicle of such Pledgor, such Pledgor shall, upon request of Lender, (i) execute and deliver to Lender a short form security agreement, prepared by Lender and in form and substance satisfactory to Lender, and (ii) deliver such certificate or application to Lender and cause the interest of Lender, for the benefit of the Secured Parties, to be properly noted thereon. Each Pledgor hereby authorizes Lender or Lender’s designated agent (but without obligation by Lender to do so) to incur Related Expenses (whether prior to, upon, or subsequent to any Default or Event of Default), and the Pledgors shall promptly repay, reimburse, and indemnify Lender for any and all Related Expenses. If the Pledgors fail to keep and maintain the Equipment of one or more Pledgors in good operating condition, ordinary wear and tear excepted, Lender may (but shall not be required to) so maintain or repair all or any part of such Equipment and the cost thereof shall be a Related Expense. All Related Expenses are payable to Lender upon demand therefor; Lender may, at its option, debit Related Expenses directly to any Deposit Account of a Pledgor located at Lender.

11. Pledgors’ Obligations with Respect to Intellectual Property.

11.1. No Pledgor shall sell or assign its interest in, or, except as permitted in the Credit Agreement, grant any license or sublicense with respect to, any Intellectual Property of such Pledgor, without the prior written consent, which consent shall not be unreasonably withheld, of Lender. Absent such prior written consent, any attempted sale or license is null and void. No Pledgor shall use the Intellectual Property of such Pledgor in any manner that would jeopardize the validity or legal status thereof. Each Pledgor shall comply with all patent marking requirements as specified in 35 U.S.C. § 287. Each Pledgor shall use commercially reasonable efforts to conform its usage of any trademarks to standard trademark usage, including, but not limited to, using the trademark symbols ®, ™, and[SM] where appropriate.

11.2. Except as excused pursuant to the Credit Agreement or otherwise agreed to by Lender in writing, each Pledgor shall have the duty to prosecute diligently any patent, trademark, servicemark or copyright application pending as of the date of this Agreement or thereafter until this Agreement shall have been terminated, to file and prosecute opposition and cancellation proceedings and to do any and all acts that are necessary or desirable to preserve and maintain all rights in the Intellectual Property of such Pledgor, including, but not limited to, payment of any maintenance fees. Any expenses incurred in connection with the Intellectual Property of the Pledgors shall be borne by the Pledgors. The Pledgors shall not abandon any Intellectual Property, without the prior written consent of Lender (which consent shall not be unreasonably withheld), unless such abandonment will not have a Material Adverse Effect.

12. Collections and Receipt of Proceeds by the Pledgors.

(a) Prior to the exercise by Lender of its rights under this Agreement, both (i) the lawful collection and enforcement of all of the Accounts of each Pledgor, and (ii) the lawful receipt and retention by each Pledgor of all Proceeds of all of the Accounts and Inventory of such Pledgor shall be as the agent of Lender.

(b) Upon written notice to a Pledgor from Lender after the occurrence and during the continuance of an Event of Default, a Cash Collateral Account shall be opened by such Pledgor at

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the main office of Lender (or such other office as shall be designated by Lender) and all such lawful collections of the Accounts of such Pledgor and such Proceeds of the Accounts of such Pledgor shall be remitted daily by such Pledgor to Lender in the form in which they are received by such Pledgor, either by mailing or by delivering such collections and Proceeds to Lender, appropriately endorsed for deposit in such Cash Collateral Account. In the event that such notice is given to a Pledgor from Lender, such Pledgor shall not commingle such collections or Proceeds with any of such Pledgor’s other funds or property, but shall hold such collections and Proceeds separate and apart therefrom upon an express trust for Lender, for the benefit of the Secured Parties. In such case, Lender may, in its sole discretion, at any time and from time to time after the occurrence and during the continuance of an Event of Default, apply all or any portion of the account balance in any Cash Collateral Account as a credit against the Secured Obligations. If any remittance shall be dishonored, or if, upon final payment, any claim with respect thereto shall be made against Lender on its warranties of collection, Lender may charge the amount of such item against such Cash Collateral Account or any other Deposit Account maintained by such Pledgor with Lender, and, in any event, retain the same and such Pledgor’s interest therein as additional security for the Secured Obligations. Lender may, in its sole discretion, at any time and from time to time, release funds from such Cash Collateral Account to such Pledgor for use in such Pledgor’s business. The balance in such Cash Collateral Account may be withdrawn by such Pledgor upon termination of this Agreement and irrevocable payment in full of all of the Secured Obligations (other than contingent obligations which by their terms survive the termination of the Credit Agreement).

(c) At Lender’s request after the occurrence and during the continuance of an Event of Default, each Pledgor shall cause all remittances representing collections and Proceeds of Collateral to be mailed to a lock box at a location acceptable to Lender, to which Lender shall have access for the processing of such items in accordance with the provisions, terms, and conditions of Lender’s customary lock box agreement.

1. Collections and Receipt of Proceeds by Lender. At any time after the occurrence and during the continuance of an Event of Default, Lender shall have the right, but not the duty, to collect and enforce any or all of the Accounts of the Pledgors as Lender may deem advisable and, if Lender shall at any time or times elect to do so in whole or in part, Lender shall not be liable to any Pledgor except for its own willful misconduct or gross negligence, if any. Each Pledgor hereby constitutes and appoints Lender, or Lender’s designated agent, as such Pledgor’s attorney-in-fact to exercise, at any time after the occurrence and during the continuance of an Event of Default, all or any of the following powers which, being coupled with an interest, shall be irrevocable until the complete and full payment of all of the Secured Obligations:

(a) to receive, retain, acquire, take, endorse, assign, deliver, accept and deposit, in the name of Lender or any Pledgor, any and all of such Pledgor’s cash, instruments, chattel paper, documents, Proceeds of Accounts, Proceeds of Inventory, collection of Accounts, and any other writings relating to any of the Collateral of such Pledgor. Each Pledgor hereby waives presentment, demand, notice of dishonor, protest, notice of protest and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof. Lender shall not be bound or obligated to take any action to preserve any rights therein against prior parties thereto;

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(b) to transmit to Account Debtors of such Pledgor, on any or all of the Accounts of such Pledgor, notice of assignment to Lender, for the benefit of the Secured Parties, thereof and the security interest of Lender, for the benefit of the Secured Parties, and to request from such Account Debtors at any time, in the name of Lender or such Pledgor, information concerning the Accounts of such Pledgor and the amounts owing thereon;

(c) to transmit to purchasers of any or all of the Inventory of each Pledgor, notice of the security interest of Lender, for the benefit of the Secured Parties, and to request from such purchasers at any time, in the name of Lender or such Pledgor, information concerning the Inventory of such Pledgor and the amounts owing thereon by such purchasers;

(d) to notify and require Account Debtors on the Accounts of such Pledgor and purchasers of the Inventory of such Pledgor to make payment of their indebtedness directly to Lender, for the benefit of the Secured Parties;

(e) to enter into or assent to such amendment, compromise, extension, release or other modification of any kind of, or substitution for, the Accounts of any Pledgor, or any thereof, as Lender, in its sole discretion, may deem to be advisable;

(f) to enforce the Accounts of any Pledgor or any thereof, or any other Collateral, by suit or otherwise, to maintain any such suit or other proceeding in the name of Lender or such Pledgor, and to withdraw any such suit or other proceeding. Each Pledgor agrees to lend every assistance requested by Lender in respect of the foregoing, all at no cost or expense to Lender and including, without limitation, the furnishing of such witnesses and of such records and other writings as Lender may require in connection with making legal proof of any Account of such Pledgor. Each Pledgor agrees to reimburse Lender in full for all court costs and attorneys’ fees and every other cost, expense or liability, if any, incurred or paid by Lender in connection with the foregoing, which obligation of the Pledgors shall constitute Obligations, shall be secured by the Collateral and shall bear interest, until paid, at the Default Rate; and

(g) to accept all collections in any form relating to the Collateral, including remittances that may reflect deductions, and to deposit the same, into such Pledgor’s Cash Collateral Account or, at the option of Lender, to apply them as a payment on the Loan or any other Secured Obligations in accordance with the Credit Agreement.

1. Administrative Agent’s Authority Under Pledged Notes. For the better protection of Lender hereunder, each Pledgor has executed (or will execute, with respect to future Pledged Notes) an appropriate endorsement on (or separate from) each Pledged Note of such Pledgor and has deposited (or will deposit, with respect to future Pledged Notes) such Pledged Note with Lender, for the benefit of the Secured Parties. Each Pledgor irrevocably authorizes and empowers Lender, for the benefit of the Secured Parties, to, after the occurrence and during the continuation of an Event of Default, (a) ask for, demand, collect and receive all payments of principal of and interest on the Pledged Notes of such Pledgor; (b) compromise and settle any dispute arising in respect of the foregoing; (c) execute and deliver vouchers, receipts and acquittances in full discharge of the foregoing; (d) exercise, in Lender’s discretion, any right, power or privilege granted to the holder of any Pledged Note of such Pledgor by the provisions thereof including,

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without limitation, the right to demand security or to waive any default thereunder; (e) endorse such Pledgor’s name to each check or other writing received by Lender as a payment or other proceeds of or otherwise in connection with any Pledged Note of such Pledgor; (f) enforce delivery and payment of the principal and/or interest on the Pledged Notes of such Pledgor, in each case by suit or otherwise as Lender may desire; (g) enforce the security, if any, for the Pledged Notes of such Pledgor by instituting foreclosure proceedings, by conducting public or other sales or otherwise, and to take all other steps as Lender, in its discretion, may deem advisable in connection with the forgoing; provided, however, that nothing contained or implied herein or elsewhere shall obligate Lender to institute any action, suit or proceeding or to make or do any other act or thing contemplated by this Section 14 or prohibit Lender from settling, withdrawing or dismissing any action, suit or proceeding or require Lender to preserve any other right of any kind in respect of the Pledged Notes and the security, if any, therefor.

1. Commercial Tort Claims. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, the recovery from which could reasonably be expected to exceed Two Hundred Fifty Thousand Dollars ($250,000), such Pledgor shall promptly notify Lender thereof in a writing signed by such Pledgor, that sets forth the details thereof and grants to Lender (for the benefit of the Secured Parties) a Lien thereon and on the Proceeds thereof, all upon the terms of this Agreement, with such writing to be prepared by and in form and substance reasonably satisfactory to Lender.

16. Chattel Paper.

(a) Tangible Chattel Paper. If the Pledgors, now or at any time hereafter, hold or acquire any tangible chattel paper, with a face value in excess of Two Hundred Fifty Thousand Dollars ($250,000), the applicable Pledgors shall promptly notify Lender in writing thereof and, at the request of Lender, promptly endorse, assign and deliver the same to Lender, accompanied by such instruments of transfer or assignment duly executed in blank as Lender may from time to time reasonably specify, and cause all such chattel paper to bear a legend reasonably acceptable to Lender indicating that Lender has a security interest in such chattel paper.

(b) Electronic Chattel Paper and Transferrable Records. If the Pledgors, now or at any time hereafter, hold or acquire an interest in any electronic chattel paper or any “transferable record,” as that term is defined in the federal Electronic Signatures in Global and National Commerce Act, or in the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with a face value in excess of Two Hundred Fifty Thousand Dollars ($250,000), the applicable Pledgors shall promptly notify Lender thereof and, at the request and option of Lender, take such action as Lender may reasonably request to vest in Lender control, under Section 9-105 of the U.C.C., of such electronic chattel paper or control under the federal Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.

17.

Pledged Securities.

(a) Delivery of Pledged Securities. If any Pledgor shall now or hereafter shall hold or acquire any Pledged Securities that are represented by a certificate or instrument, such Pledgor

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shall promptly (but in any event within ten (10) Business Days) deliver to Lender all such certificates or instruments (i) in the case of instruments, duly endorsed in blank and (ii) accompanied by duly executed instruments of transfer or assignments in blank in form reasonably acceptable to Lender.

(b) Uncertificated Pledged Securities. Such Pledgor will, upon Lender’s request, with respect to any uncertificated Securities constituting Pledged Securities, use commercially reasonable efforts to cause the issuer of such uncertificated Pledged Securities to take such actions as Lender shall reasonably request to provide Lender with control over such uncertificated Pledged Securities.

(c) Issuance of Equity Interests; Changes in Capital Structure. No Pledgor shall (i) issue, or permit or suffer the issuer of any Pledged Securities owned by it to issue, additional Equity Interests, any right to receive additional Equity Interests or any right to receive earnings, except to a Pledgor, (ii) permit or suffer any issuer of Pledged Securities owned by it to dissolve, liquidate, retire any of its Equity Interests, reduce its capital, sell all or substantially all of its assets or merge or consolidate with any other entity (except as permitted pursuant to Section 5.12 of the Credit Agreement), (iii) permit any Equity Interests in a limited partnership or limited liability company constituting Pledged Securities owned by it to constitute a “Security” under Article 8 of the U.C.C. of any jurisdiction or (iv) vote any such Pledged Equity in favor of any of the foregoing.

(d) Voting Rights and Distributions.

(i) So long as no Event of Default shall have occurred and be continuing:

(A) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement and the other Loan Documents; provided, however, that such rights and powers shall not be exercised in any manner that would have the effect of impairing the rights and remedies of Lender in respect of such Pledged Securities or the ability of Lender to exercise the same; and

(B) Except as otherwise provided by the Credit Agreement or other Loan Documents, each Pledgor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid in respect to any of the Pledged Securities; provided, that any non-cash dividends, interest, principal or other distributions that would constitute Pledged Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Securities, and, if received by any Pledgor, shall be held in trust for the benefit of Lender, shall be segregated from other property or funds of such Pledgor and shall be forthwith

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delivered to Lender in the same form as so received (with any necessary endorsement reasonably requested by Lender).

• (ii)

Upon the occurrence and during the continuance of an Event of Default:

(A) All rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to the foregoing paragraph (i)(A) shall cease, and all such rights shall thereupon become vested in Lender, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, including, without limitation, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Securities, as if it were the absolute owner thereof; provided, that Lender shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights; and

(B) All rights of any Pledgor to dividends, interest, principal or other distributions that such Pledgor is authorized to receive pursuant to the foregoing paragraph (i)(B) shall cease, and all such rights shall thereupon become vested in Lender, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Pledgor contrary to the provisions of this Section shall be held in trust for the benefit of Lender, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to Lender in the same form as so received (with any necessary endorsement reasonably requested by Lender).

(iii) Each Pledgor shall execute and deliver (or cause to be executed and delivered) to Lender all such proxies and other instruments as Lender may reasonably request for the purpose of enabling Lender to exercise the voting and other rights which it is entitled to exercise pursuant to this Section and to receive the dividends, interest, principal and other distributions which it is entitled to receive and retain pursuant to this Section. Lender shall have no duty to any Pledgor to exercise any right, privilege or option under this Section and Lender shall not be responsible for any failure to do so or delay in so doing. Each Pledgor agrees (to the extent it is an issuer of Pledged Securities), and hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Pledgor hereunder, to (A) comply with any instruction received by it from Lender in writing that states that an Event of Default has occurred and is continuing, without any other or further instructions from such Pledgor, and each Pledgor agrees that each issuer shall be fully protected in so complying, and (B) pay any dividends, interest, principal or other distributions with respect to the Pledged Securities to Lender. None of the foregoing shall in any way limit Lender’s power and authority granted pursuant to the other provisions of this Agreement.

1. Insurance.

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(a) Each Pledgor shall maintain all insurance with respect to the Collateral required pursuant to Section 5.1 of the Credit Agreement and obtain all endorsements required thereby. All premiums on any such insurance shall be paid when due by such Pledgor, and, upon request from Lender, such Pledgor shall deliver copies of such policies to Lender.

(b) Without limiting the foregoing, if any portion of any real property subject to a mortgage is at any time located in a special flood hazard area with respect to which flood insurance has been made available, each applicable Pledgor (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, which such insurance shall (A) identify the addresses of each property located in a special flood hazard area, (B) indicate the applicable flood zone designation, the flood insurance coverage and deductible relating thereto, (C) provide that the insurer will give Lender at least forty-five (45) days’ written notice of cancellation or non-renewal, and (D) shall otherwise be in form and substance satisfactory to Lender, and (ii) deliver to Lender evidence of such compliance, in form and substance reasonably acceptable to Lender, including, without limitation, evidence of annual renewals of such insurance. Each applicable Pledgor shall also provide to Lender from time to time such documents and other information reasonably requested by Lender to permit Lender to comply with Flood Insurance Laws and any other applicable flood regulations.

1. Life Insurance Policies. If any Pledgor, now or any time hereafter, is the beneficiary of a “key man life insurance policy”, such Pledgor shall promptly notify Lender thereof, provide Lender with a true and correct list of the Persons insured, the name and address of the insurance company providing the coverage, the amount of such insurance and the policy number, and take such actions as Lender shall reasonably request to collaterally assign such policy to Lender.

2. Use of Inventory and Equipment. Until the exercise by Lender of its rights under this Agreement, each Pledgor may (a) retain possession of and use the Inventory and Equipment of such Pledgor in any lawful manner not inconsistent with this Agreement or the Credit Agreement or with the terms, conditions, or provisions of any policy of insurance thereon; (b) sell or lease its Inventory in the ordinary course of business; and (c) use and consume raw materials or supplies, the use and consumption of which are necessary in order to carry on such Pledgor’s business.

21. Authorization and Appointments.

(a) Each Pledgor hereby irrevocably authorizes and appoints Wilson Holdings to take all such actions, and exercise all such powers, as are granted to, or contemplated to be taken by, the Administrative Borrower pursuant to the Credit Agreement.

(b) Each Pledgor hereby agrees to, and hereby ratifies, all authorizations and appointments granted by such Pledgor to Lender, or contemplated to be given to Lender by such Pledgor, under the terms of the Credit Agreement.

22. Events of Default and Remedies.

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22.1. The occurrence of an Event of Default, as defined in the Credit Agreement, shall constitute an Event of Default.

22.2. Lender, for the benefit of the Secured Parties, shall at all times have the rights and remedies of a secured party under the U.C.C. as in effect from time to time, in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, any Note or any other Loan Document, 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 each Pledgor to assemble such Pledgor’s Collateral, which each Pledgor 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 Pledgor and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where the Collateral, or any part thereof, may be found and to take possession thereof (including anything found in or on the 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 the Collateral) and for that purpose may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to any Pledgor. After any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to any Pledgor or any other Person or property, all of which each Pledgor hereby waives, and upon such terms and in such manner as Lender may deem advisable, Lender, in its sole discretion, may sell, assign, transfer and deliver any of the Collateral at any time, or from time to time. No prior notice need be given to any Pledgor or to any other Person in the case of any sale of 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 the Pledgors no fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Each Pledgor 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 the Collateral, or any part thereof, free from any right of redemption, all of which rights each Pledgor 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 Secured 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 the Pledgors, and the obligors on the Obligations shall remain liable for any deficiency. In addition, Lender shall at all times have the right, pursuant to the Credit Agreement, to obtain new appraisals of each Pledgor or the Collateral, the cost of which shall be paid by the Pledgors.

1. Maximum Liability of Each Pledgor (other than Wilson Holdings) and Rights of Contribution. It is the desire and intent of each Pledgor, Lender that this Agreement shall be enforced 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 Pledgor (other than Wilson Holdings) 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 anything in this Agreement or any other Loan

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Document to the contrary notwithstanding, in no event shall the amount of the Secured Obligations secured by this Agreement by any Pledgor exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of such Pledgor from other Affiliates of any Borrower) would not render the rights to payment of Lender hereunder void, voidable or avoidable under any applicable fraudulent transfer law. The Pledgors hereby agree as among themselves that, in connection with the payments made hereunder, each Pledgor shall have a right of contribution from each other Credit Party in accordance with applicable law. Such contribution rights shall be waived until such time as the Secured Obligations have been irrevocably paid in full, and no Pledgor shall exercise any such contribution rights until the Secured Obligations have been irrevocably paid in full.

1. Notice. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Pledgor, mailed or delivered to it, addressed to it c/o Corsa Coal Corp., at the address of Borrowers specified on the signature page of the Credit Agreement, if to Lender, mailed or delivered to it, addressed to the address thereof 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 a Business Day, such Business Day, 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 with telephonic confirmation of receipt. All notices from any Pledgor to Lender pursuant to any of the provisions hereof shall not be effective until received by Lender.

2. No Waiver or Course of Dealing. No course of dealing between any Pledgor 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.

3. Remedies Cumulative. Each right, power or privilege specified or referred to in this Agreement is in addition to any other rights, powers and privileges that Lender may have or acquire by operation of law, by other contract or otherwise. Each right, power or privilege may be exercised by Lender either independently or concurrently with other rights, powers and privileges and as often and in such order as Lender may deem expedient. All of the rights and remedies of Lender with respect to the Collateral, whether established hereby or by the Loan Documents, or by any other agreements or by law shall be cumulative and may be executed singularly or concurrently.

4. 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.

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1. Modifications. This Agreement may be amended or modified only by a writing signed by the Pledgors and Lender. 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.

2. Assignment and Successors. This Agreement shall not be assigned by any Pledgor without the prior written consent of Lender. This Agreement shall be binding upon each Pledgor and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable and exercisable by Lender on behalf of and for the benefit of Lender (and the other Secured Parties) and their respective successors and assigns. Any attempted assignment or transfer without the prior written consent of Lender shall be null and void.

3. Termination. At such time as the Secured Obligations shall have been irrevocably paid in full, the Commitment terminated, and the Credit Agreement terminated and not replaced by any other credit facility with Lender, the Pledgors shall have the right to terminate this Agreement. Upon written request of the Pledgors, Lender shall promptly file appropriate termination statements, cancel all control agreements and return all physically pledged Collateral, and take such other action as shall be reasonably appropriate. The Pledgors will indemnify Lender in all respects for all costs incurred by Lender in connection with such termination.

4. Entire Agreement. This Agreement integrates all of the terms and conditions with respect to the Collateral and supersedes all oral representations and negotiations and prior writings, if any, with respect to the subject matter hereof. If any conflict or inconsistency exists between this Agreement and the Credit Agreement and the provisions cannot be interpreted so as to avoid such conflict, the Credit Agreement shall govern; provided that any provision hereof which imposes additional burdens on any Pledgor or further restricts the rights of any Pledgor or gives Lender additional rights shall not be deemed to be in conflict or inconsistent with the Credit Agreement and shall be given full force and effect.

5. 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 electronic signature (e.g., “pdf” or “tif”), which, when so executed and delivered, shall be deemed to be an original.

6. Additional Pledgors. Additional Companies may become a party to this Agreement by the execution of a Security Agreement Joinder and delivery of such other supporting documentation, corporate governance and authorization documents, and an opinion of counsel, as required by Section 5.19 of the Credit Agreement. At the option of Lender, a Company may also grant to Lender, for the benefit of the Secured Parties, a security interest in the assets of such Company to secure the Secured Obligations pursuant to a separate Security Agreement executed by such Company.

7. Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. The Pledgors shall provide Lender with prompt written notice with respect to any real or personal property (on which Lender does not automatically have a first priority Lien (or, a Lien second in priority to the Liens securing the Other KeyBank Indebtedness)) acquired by any Pledgor

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subsequent to the Closing Date or with respect to any property of the Pledgors that ceases to be Excluded Property or Excluded Collateral at any time subsequent to the Closing Date. In addition to any other right that Lender may have pursuant to this Agreement or otherwise, upon written request of Lender, whenever made, the Pledgors shall grant to Lender, as additional security for the Obligations, a first Lien (or, a Lien second in priority to the Liens securing the Other KeyBank Indebtedness) on any real or personal property of such Pledgor (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, Lender shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which Lender does not have a first priority Lien (or, a Lien second in priority to the Liens securing the Other KeyBank Indebtedness). Each Pledgor agrees that, within ten (10) days after the date of such written request, to secure all of the Secured Obligations by delivering to Lender security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Lender may require. The Pledgors shall pay all recordation, legal and other expenses in connection therewith.

1. Conflict with ABL Credit Agreement. The Liens granted pursuant to this Agreement 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. Solely to the extent of any conflict or inconsistency between the terms of this Agreement and the terms of the ABL Credit Agreement with respect to the delivery of possession or granting of control over any Collateral then, insofar as such conflict or inconsistency relates to any Collateral or other assets purported to pledged from time to time pursuant to the ABL Credit Agreement, no Pledgor shall have any obligation hereunder to deliver possession of, or grant control over, such Collateral to Lender to the extent that such Pledgor is required pursuant to the ABL Credit Agreement to deliver possession of, or control over, such Collateral to the Lender (as defined in the ABL Credit Agreement) under the ABL Credit Agreement, so long as such Collateral remains under the possession or control of the Lender (as defined in the ABL Credit Agreement). In the event of any conflict between the provisions of this Section 35 and any other provision of any Loan Document, the provisions of this Section 35 shall prevail.

2. Governing Law; Submission to Jurisdiction. The provisions of this Agreement and the respective rights and duties of each Pledgor and 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 state. Each Pledgor 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, any Loan Document or any Related Writing, and each Pledgor 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 Pledgor 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 such 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 Pledgor agrees that a final, nonappealable judgment in any

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such action or proceeding in any state or federal court in the State of New York 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. EACH PLEDGOR, 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 THE PLEDGORS AND 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 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 Security Agreement as of the date first set forth above.

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: (Signed) “ Kevin Harrigan ” Kevin M. Harrigan Chief Financial Officer

[Signature Page to Security Agreement]

SCHEDULES TO SECURITY AGREEMENT

Schedule 4.4	Legal Name and Organization of Pledgors
Schedule 4.6	Schedule of Inventory and Equipment
Schedule 4.7	Pledged Securities
Schedule 4.16	Vehicles
Schedule 14	Pledged Notes
Schedule 15	Commercial Tort Claims
Exhibit A	Subsidiary Borrowers

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Schedule 4.4

Legal Name and Organization of Pledgor

Pledgor	Form and jurisdiction of organization	Organizational number	TIN
Wilson Creek Holdings, Inc.	Delaware Corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Wilson Creek Energy, LLC	Delaware limited liability company	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Maryland Energy Resources, LLC	Delaware limited liability company	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Mincorp Acquisition Corp.	Delaware corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Mincorp, Inc.	Delaware corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
PBS Coals, Inc.	Delaware corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Quecreek Mining, Inc.	Pennsylvania corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Croner Inc.	Pennsylvania corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]
Elk Lick Energy, Inc.	Pennsylvania corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]

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RoxCoal, Inc.	Pennsylvania corporation	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]

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The principal place of business and chief executive office of each Pledgor is 1576 Stoystown Road, P.O. Box 260, Friedens, PA 15541

Other Corporate or Fictitious Names (Past 5 years):

None.

Prior Form or Jurisdiction of Organization (Past 5 years):

None.

Merger, Consolidation or Acquisition (Past 5 years): None.

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Schedule 4.6

Inventory and Equipment

[REDACTED – commercially sensitive information]

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Schedule 4.7

Pledged Securities

[REDACTED – commercially sensitive information]

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Schedule 4.16

Vehicle List

[REDACTED – commercially sensitive information]

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Schedule 14

Pledged Notes

[REDACTED – commercially sensitive information]

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Schedule 15

Commercial Tort Claims

[REDACTED – commercially sensitive information]

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EXHIBIT A

SUBSIDIARY BORROWERS

Subsidiary Borrower	Jurisdiction of Qualification	Foreign Qualification
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

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EXHIBIT B FORM OF SECURITY AGREEMENT JOINDER

This SECURITY AGREEMENT 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 [_] [_____] (“New Pledgor”), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, as Lender under the Credit Agreement, as hereinafter defined (the “Lender”), for the benefit of the Secured Parties, as defined in the hereinafter defined Credit Agreement.

WHEREAS, WILSON CREEK HOLDINGS, INC., a Delaware corporation (“Wilson Holdings”), the Subsidiary Borrowers (as defined in the Credit Agreement) 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, Wilson Holdings and certain of its Subsidiaries (such Subsidiaries, collectively, “Subsidiary Pledgors” and, individually, each a “Subsidiary Pledgor”, and, together with Borrowers, collectively, the “Pledgors” and, individually, each a “Pledgor”) entered into that certain Security Agreement, dated as of December 14, 2020 (as [amended and] the same may from time to time be further amended, restated or otherwise modified, the “Security Agreement”), pursuant to which the Pledgors granted to Lender, for the benefit of the Secured Parties, a security interest in and pledge of certain of their assets;

WHEREAS, New Pledgor, a direct or indirect Subsidiary of one or more Borrowers, deems it to be in the direct pecuniary and business interests of New Pledgor that New Pledgor be treated as a Company and Credit Party under the Credit Agreement;

WHEREAS, New Pledgor understands that New Pledgor be treated as a Credit Party under the Credit Agreement only upon certain terms and conditions, one of which is that New Pledgor grant to Lender, for the benefit of the Secured Parties, a security interest in and a collateral assignment of New Pledgor’s Collateral, as defined in the Security Agreement, 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 [33] of the Security Agreement, New Pledgor has agreed that, effective on [_], [____] (the “Joinder Effective Date”), New Pledgor shall become a party to the Security Agreement and shall become a “Pledgor” thereunder; and

WHEREAS, except as specifically defined herein, capitalized terms used herein that are defined in the Security Agreement shall have their respective meanings ascribed to them in the Security Agreement;

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NOW, THEREFORE, in consideration of the benefits accruing to New Pledgor, the receipt and sufficiency of which are hereby acknowledged, New Pledgor 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 Pledgor 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 “Pledgor” under the Security Agreement and all of the other Loan Documents (as defined in the Credit Agreement) applicable to it as a Pledgor under the Security Agreement;

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

(c) all references to the term “Pledgor” in the Security Agreement 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 Pledgor.

Section 2. Grant of Security Interests. In consideration of and as security for the full and complete payment, and performance when due, of all of the Secured Obligations, New Pledgor hereby grants to Lender, for the benefit of the Secured Parties, a security interest in all of New Pledgor’s Collateral.

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

(a) New Pledgor 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 Security Agreement and any other Loan Document to which it is a party. The execution, delivery and performance of this Agreement by New Pledgor and the performance of its obligations under this Agreement, the Security Agreement, and any other Loan Document have been duly authorized by the governing body of New Pledgor and no other corporate or limited liability company proceedings, as applicable, on the part of New Pledgor 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 Security Agreement or any other Loan Document. This Agreement has been duly executed and delivered by New Pledgor. This Agreement, the Security Agreement and each Loan Document constitutes the legal, valid and binding obligation of New Pledgor enforceable against it in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity.

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(b) Attached hereto as Exhibit A are supplemental schedules to the Credit Agreement and to the Security Agreement, which schedules set forth the information required by the Credit Agreement and the information required by the Security Agreement with respect to New Pledgor; provided that any reference to “as of the Closing Date” in the Credit Agreement or the Security Agreement, with regard to such schedules as supplemented herein, shall instead be in reference to as the date hereof.

(c) Each of the representations and warranties set forth in the Security Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on as and as of the date hereof as such representations and warranties apply to New Pledgor (except to the extent that any such representations and warranties expressly relate to an earlier date) 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 the Administrative Agent’s request and at the sole expense of New Pledgor, New Pledgor will promptly and duly execute and deliver to the Administrative Agent any and all further instruments and documents and take such further action as the Administrative Agent reasonably deems necessary or appropriate to effect the purposes of this Agreement, the Security Agreement or the Credit Agreement.

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

Section 6. Binding Nature of Agreement. All provisions of the Security Agreement 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 Pledgor 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.

[Remainder of page left intentionally blank]

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JURY TRIAL WAIVER. NEW PLEDGOR HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG NEW PLEDGOR, THE OTHER PLEDGORS AND 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 has executed and delivered this Security Agreement Joinder as of the date first written above.

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

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EXHIBIT A

SUPPLEMENTAL SCHEDULES TO THE CREDIT AGREEMENT AND TO THE SECURITY AGREEMENT

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