Chesemore et al v. Alliance Holdings, Inc. et al

Filing 1137

Transmission of Notice of Appeal, Docketing Statement, Orders and Docket Sheet to Seventh Circuit Court of Appeals re: 1134 Notice of Appeal, (Attachments: # 1 Docketing Statement, # 2 Order #1031, # 3 Order #1085, # 4 Order #1086, # 5 Order #1087, # 6 Order #1121, # 7 Order #1132, # 8 Docket Sheet) (lak)

UNITED STATES DISTRICT COURT FOR THE
WESTERN DISTRICT OF WISCONSIN
CAROL CHESEMORE, et al.,

Plaintiffs,
Case No. 09-cv-000413
v.
Hon. Judge William M. Conley

ALLIANCE HOLDINGS, et al.,

Defendants.

AGREED CONSENT ORDER REGARDING DAVID B. FENKELL'S EMERGENCY
MOTION TO STAY AND TO RECONSIDER AMOUNT OF SUPERSEDEAS BOND
Upon consideration of defendant David B. Fenkell's ("Mr. Fenkell's") Emergency
Motion to Stay and Reconsider Amount of Supersedeas Bond and Reply In Support (Dkt. Nos.
1122, 1123 & 1126), the judgment creditors' joint Opposition and Sur-reply (Dkt. Nos. 1125 &
1129-1 ), the discussion of the parties with the Court during the status conference held on
December 4, 2015, on December 7, 2015, and again on December 8, 2015, and the parties'
agreement to the entry of an Agreed Consent Order containing the terms and agreements recited
below, the Court hereby orders as follows:
1.

On September 8, 2014, the Court entered final judgment "in favor of plaintiffs

against defendant David Fenkell on the unsettled claims as follows: a. David Fenkell is liable to
restore to the Alliance ESOP $2,044,014.42; b. David Fenkell shall indemnify defendants
Mastrangelo, Seefeldt and Klute for any compensatory relief they are required to pay; c. David
Fenkell shall be barred from continuing as trustee of the Alliance ESOP; and d. David Fenkell is
liable to plaintiffs for attorney's fees and costs in the total amount of $1,854,008.50." Dkt. No.
986. On October 16, 2014, the Court issued its Amended Final Judgment, clarifying that Mr.
Fenkell is "liable to plaintiffs for attorney's fees on all claims not part of the settlement

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agreement in the amount of $1,854,008.50." Dkt. No. 999, at 2. All other orders in the September
8, 2014, Judgment (Dkt. No. 986) remained the same and were not changed by the Court's
Amended Final Judgment (Dkt. No. 999).
2.

While Mr. Fenkell has appealed the Amended Final Judgment and other orders

(e.g., Dkt. No. 988 & 1005), to date he has not posted a supersedeas bond pending appeal. See
Fed. R. Civ. P. 62(d). On November 18, 2015, the Court held Mr. Fenkell in contempt for failure
to pay the Amended Final Judgment ordering Mr. Fenkell "to restore $2,044,014.42 to the
Alliance ESOP or provide a bond assuring the payment of this sum pending appeal" or to post a

supersedeas bond assuring the ordered restoration. Dkt. No. 1121. The Court ordered penalties
that would apply in the event of Mr. Fenkell's failure to comply with the November 18, 2015,
opinion and order by December 9, 2015. Id. The Court also stated that if Mr. Fenkell pledged
his unencumbered interest in his Alliance ESOP account in a way that is "legally binding," Mr.
Fenkell could reduce the amount of the bond by the value of his Alliance ESOP account. Id.
3.

Mr. FenkeWs Emergency Motion (Dkt. No. 1123 at p. 21) recites that he desires

to pledge his interest in his Alliance ESOP account so as to reduce the amount of a supersedeas
bond that he would otherwise be required to post to comply with the Court's November 18,
2015, Opinion and Order. Mr. Fenkell represents that these assets are unencumbered. Mr.
Fenkell agrees to execute the attached "Collateral Pledge of Assets" which is incorporated into
this Order. Mr. Fenkell represents that he will never pursue or authorize any claim that this
Collateral Pledge of Assets has deprived him of the rights provided to a participant under the
Alliance Holdings, Inc. Employee Stock Ownership Plan and Trust, or is not permitted under the
Alliance Holdings, Inc. Employee Stock Ownership Plan and Trust or any state or federal law.
Mr. Fenkell intends to waive all claims related to this Collateral Pledge of Assets, and agrees that

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the judgment creditors have no responsibility or liability for Mr. Fenkell's pledge. The Court
orders that Mr. Fenkell's Alliance ESOP account pledge is effective notwithstanding any
provision in the Alliance Holdings, Inc. Employee Stock Ownership Plan and Trust or state or
federal law to the contrary.
4.

The Court further accepts the judgment creditors' offer to allow Mr. Fenkell to

reduce the amount of the supersedeas bond by pledging all of his rights to receive phantom stock
payments under The Spencer Turbine Company Phantom Stock Agreement and The Spencer
Turbine Company Phantom Stock Plan ("Mr. Fenkell's Spencer Turbine Company Phantom
Stock Rights") to Alliance. Mr. Fenk.ell represents that Mr. Fenkell's Spencer Turbine Company
Phantom Stock Rights are unencumbered. Mr. Fenkell also agrees to execute the attached
Collateral Pledge of Assets (including Mr. Fenkell's Spencer Turbine Company Phantom Stock
Rights), which is incorporated into this Order. Mr. Fenkell represents that he will never pursue
or authorize any claim that this Collateral Pledge of Assets has deprived him of the rights
provided to a participant under the Spencer Turbine Company Phantom Stock Agreement signed
by Mr. Fenkell and/or The Spencer Turbine Company Phantom Stock Plan, or is not permitted
under the Spencer Turbine Company Phantom Stock Agreement signed by Mr. Fenkell and/or
The Spencer Turbine Company Phantom Stock Plan or any state or federal law. Mr. Fenkell
intends to waive all claims related to this Collateral Pledge of Assets, and agrees that the
judgment creditors, The Spencer Turbine Company and The Spencer Turbine Company Phantom
Stock Plan have no responsibility or liability for Mr. Fenkell's pledge. The Court orders that Mr.
Fenkell's pledge of Mr. Fenkell's Spencer Turbine Phantom Stock Rights is effective
notwithstanding any provision in The Spencer Turbine Company Phantom Stock Agreement

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signed by Mr. Fenk.ell or The Spencer Turbine Company Phantom Stock Plan or state or federal
law to the contrary.
5.

The terms of the Collateral Pledge of Assets, which are incorporated into this

Order, shall apply following the outcome of Mr. Fenkell's appeal to the U.S. Court of Appeals
for the Seventh Circuit.
6.

Should the U.S. Court of Appeals for the Seventh Circuit issue an opinion

affirming this Court's judgment requiring Mr. Fenk.ell to restore $2,044,014.42 to the Alliance
ESOP, or a lesser amount, Mr. Fenk.ell agrees, and this Court orders, that the supersedeas bond
shall be immediately payable to the Alliance ESOP, Mr. Fenk.ell's Alliance ESOP Account shall
be forfeited to the Alliance ESOP, and Mr. Fenk.ell will forfeit all rights to Mr. Fenkell's Spencer
Turbine Company Phantom Stock Rights and Alliance will pay $600,000 to the Alliance ESOP;
provided, however, that for seven (7) calendar days after the issuance of the Seventh Circuit's
opinion, Mr. Fenk.ell shall have the option of paying the differential between the supersedeas
bond and the $2,044,014.42 restoration ordered by the Court in cash rather than with his pledged
Alliance ESOP account assets and Mr. Fenk.ell's Spencer Turbine Company Phantom Stock
Rights.
7.

The Court also orders that Mr. Fenkell will be responsible for all tax

consequences or liabilities related to Mr. Fenk.ell's Alliance ESOP account pledge and the pledge
of Mr. Fenkell' s Spencer Turbine Company Phantom Stock Rights, and that he will be held
immediately responsible for any shortfall that results. The Court also orders that neither
Alliance, the Alliance ESOP, nor The Spencer Turbine Company and The Spencer Turbine
Company Phantom Stock Plan shall be charged or assessed any responsibility for any tax
consequences or liabilities that Mr. Fenk.ell might incur.

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8.

In consideration of the foregoing, the amount of the supersedeas bond to be

posted shall be $995,345.78 ($2,044,014.42 less $448,668.64 less $600,000).
9.

This Court retains jurisdiction to resolve any dispute related to this order except

as otherwise ordered by the U.S. Court of Appeals for the Seventh Circuit.
10.

Accordingly, to enforce the Court's judgment and amendedjudgments (Dkt. Nos.

986 & 999), it is hereby ORDERED AND ADJUDGED AS FOLLOWS:
1.

Mr. Fenkell's motion for a stay is denied.

11.

Mr. Fenkell's Pledge of Collateral Assets (his Alliance ESOP account and Mr.
Fenkell's Spencer Turbine Company Phantom Stock Rights) are enforceable.

111.

By December 9, 2015, Mr. Fenkell is hereby ordered to post a supersedeas bond
in the amount of $995,345.78.

1v.

If Mr. Fenkell does not post a supersedeas bond in the required amount by

December 9, 2015, fines will be imposed consistent with the Court's November
18, 2015 Opinion and Order (Dkt. No. 1121).

AGREED AS TO FORM AND SUBSTANCE:
ls/David R. Johanson
David R. Johanson, Counsel for Mr. Fenkell
ls/Charles Jackson
Charles Jackson, Counsel for Alliance Holdings, Inc.
ls/Lars Golumbic
Lars Golumbic, Counsel for the Alliance Holdings, Inc. ESOP

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Attachment to Agreed Order
(Collateral Pledge of Assets)

COLLATERAL PLEDGE OF ASSETS
COLLATERAL PLEDGE OF ASSETS, dated as of December 9, 2015 (the "Collateral
Pledge") by David B. Fenkell ("Mr. Fenkell", or the "Pledgor") in favor of Alliance Holdings,
Inc. ("Alliance") and the Alliance Holdings, Inc. Employee Stock Ownership Plan and Trust
("Alliance ESOP"), pursuant to the Order entered by The Honorable Judge William M. Conley,
United States District Court for the Western District of Wisconsin (the "Court") on December 9,
2015 regarding obligations of Pledgor to Alliance ESOP (the "Court Order").
WHEREAS, on September 8, 2014, the Court entered a final judgment ordering Mr.
Fenkell, among other things, to restore $2,044,014.42 to the Alliance ESOP, and on October 16,
2014, entered an Amended Final Judgment ordering, among other things, Mr. Fenkell to restore
$2,044,014.42 to the Alliance ESOP (the "Obligation");
WHEREAS, on November 18, 2015, the Court held Mr. Fenkell in contempt for failure
to pay the Amended Final Judgment and ordered him to restore $2,044,014.42 to the Alliance
ESOP or to post a supersedeas bond assuring the ordered restoration and payment of this sum
pending appeal to the Alliance ESOP. Dkt. No. 1121. The Court ordered penalties that would
apply in the event of Mr. Fenkell's failure to comply by December 9, 2015. Id. The Court also
stated that if Mr. Fenkell pledged his unencumbered interest in his Alliance ESOP account in a
way that is "legally binding," Mr. Fenkell could reduce the amount of the bond by the value of
his Alliance ESOP account, id.;
WHEREAS, Mr. Fenkell's Emergency Motion (Dkt. No. 1123 at p. 21) recites that he
desires to pledge his interest in his Alliance ESOP account so as to reduce the amount of a
supersedeas bond that he would otherwise be required to post to comply with the Court's
November 18, 2015, Opinion and Order to restore $2,044,014.42 to the Alliance ESOP or
provide a supersedeas bond assuring the payment of this sum pending appeal (the "Obligation").
The Court ordered that the Mr. Fenkell's ESOP Account pledge is effective notwithstanding any
provision in the Alliance ESOP and Trust to the contrary;
WHEREAS, the Court also accepted the judgment creditors' offer to allow Mr. Fenkell to
reduce the amount of the supersedeas bond by pledging all of his rights to receive phantom stock
payments under The Spencer Turbine Company Phantom Stock Agreement and The Spencer
Turbine Company Phantom Stock Plan to the Alliance ESOP ("Mr. Fenkell's Spencer Turbine
Company Phantom Stock Rights") on the condition that these proceeds will be transferred to the
Alliance ESOP. The Court ordered that Mr. Fenkell's pledge of Mr. Fenkell's Spencer Turbine
Company Phantom Stock Rights is effective notwithstanding any provision in The Spencer
Turbine Company Phantom Stock Agreement or The Spencer Turbine Company Phantom Stock
Plan to the contrary;
WHEREAS, Mr. Fenkell agrees that he will be solely responsible for all tax
consequences or liabilities, if any, related to the Mr. Fenkell's ESOP Account pledge or transfer
and the pledge or transfer of Mr. Fenkell's Spencer Turbine Company Phantom Stock Rights,
and that he will be solely responsible for any shortfall that results; and
WHEREAS, as collateral security for the Court's November 18, 2015, Opinion and
Order, and the Obligation, Pledgor has agreed to pledge to Pledgees (as defined below), and

grant Pledgees a continuing lien on and security interest in, all of Pledgor' s rights, benefits and
privileges in the Collateral (as defined below) under this Collateral Pledge.
NOW, THEREFORE, the parties hereby agree as follows:
1.
Pledge, and Grant of Security Interest. As collateral security for the Court's
November 18, 2015, Opinion and Order, and the Obligation, Pledgor hereby collaterally assigns
and pledges to the Alliance ESOP, and grants to the Alliance ESOP a continuing lien on and
perfected security interest in, all of Pledgor's right, title, benefit and interest in Pledgor's
Alliance ESOP account (the "Mr. Fenkell's ESOP Pledge"). As additional collateral security
for the Court's November 18, 2015, Opinion and Order, and the Obligation, Pledgor hereby
collaterally assigns and pledges to Alliance, and grants to Alliance a continuing lien on and
perfected security interest in, all of Pledgor's right, title, benefit and interest in The Spencer
Turbine Company Phantom Stock Agreement and the Spencer Turbine Company Phantom Stock
Plan (the "Spencer Turbine Pledge.").

2.

Pledgor' s Representations, Warranties and Covenants.

(a)
Pledgor warrants that (i) he is the absolute owner of his Alliance ESOP
account and of Pledgor' s rights under The Spencer Turbine Company Phantom Stock Agreement
and The Spencer Turbine Company Phantom Stock Plan (previously defined as Mr. Fenkell's
Spencer Turbine Company Phantom Stock Rights and, together with Mr. Fenkell's Alliance
ESOP account, the "Collateral") and the Collateral is not subject to any lien, charge or
encumbrance, other than the lien thereon in favor of Alliance and the Alliance ESOP
(collectively, "Pledgees") created hereby; and (ii) he has full capacity, and has taken all
necessary action, to pledge and transfer unto Pledgees the Collateral.
(b)
Pledgor represents, warrants and covenants that (i) he will not alter, amend
or modify the Collateral without the prior written consent of Pledgees; and (ii) he will not
terminate, modify, cancel or surrender the Collateral, assign or sublease the Collateral, without
the prior written consent of Pledgees. Any moneys received by the Pledgor under the Collateral,
whether as payments thereunder or otherwise, shall be proceeds of such Collateral subject to a
lien in favor of Pledgees which lien Pledgor hereby grants and shall be remitted by Pledgor to
Pledgee within one (1) business day of an Event of Default for application to the Obligation as a
payment thereon. An Event of Default shall mean the failure of Pledgee to satisfy in full the
Obligation by payment of the $2,044,014.42 Obligation in full to the Alliance ESOP within
seven (7) calendar days after the issuance of the Seventh Circuit's opinion providing that the
Seventh Circuit affirms the Court's judgment requiring Pledgor to restore $2,044,014.42 or a
lesser amount to the Alliance ESOP (a "Seventh Circuit Affirmative Decision"). Pledgor may
pay the $2,044,014.42 Obligation by applying (i) the supersedeas bond in the amount of
$995,345.78 ($2,044,014.42 minus $448,668.64 attributed to Mr. Fenkell's ESOP Pledge and
minus $600,000 attributed to Mr. Fenkell's Spencer Turbine Company Phantom Stock Rights)
plus $1,048,668.64 in cash; or by applying (ii) the supersedeas bond in the amount of
$995,345.78 plus release of Mr. Fenkell's ESOP Pledge ($448,668.64) and/or release of all of
Mr. Fenkell's Spencer Turbine Company Phantom Stock Rights ($600,000) and/or substitution
of cash to cover any differential attributable to Mr. Fenkell's retention of the pledged assets so
long as the $2,044,014.42 Obligation is satisfied within such seven (7) day period.

3.
Events of Default and Remedies. Upon the occurrence and during the
continuance of any Event of Default, title to Mr. Fenkell's Alliance ESOP account shall pass to
the Alliance ESOP and title to the Mr. Fenkell's Spencer Turbine Company Phantom Stock
Rights shall pass to Alliance and all of Pledgor's rights to the Collateral shall cease and be
forfeited without any further action. The Court has ordered that Mr. Fenkell may provide a
supersedeas bond in a reduced amount of $995,345.78, together with his pledges of Mr.
Fenkell's Alliance ESOP account and his Spencer Turbine Company Phantom Stock Rights to
satisfy the Court's November 18, 2015, Opinion and Order, and the Obligation. In the event of a
forfeiture hereunder, Mr. Fenkell will satisfy the Obligation by means of the supersedeas bond
which immediately becomes payable and the forfeiture and transfer of Mr. Fenkell's Alliance
ESOP account to the Alliance ESOP and the forfeiture and transfer of Mr. Fenkell's Spencer
Turbine Company Phantom Stock Rights to Alliance. In no event shall Pledgees be entitled to
receive payment hereunder and as a result of the supersedeas bond in excess of the Obligation.
Pledgees may, in addition to any rights or remedies available to it hereunder or under the Court's
November 18, 2015, Opinion and Order, and to the extent permitted by applicable law, take such
action personally or through its agents or attorneys, with or without entry, and without notice,
demand, presentment or protest (each and all of which are hereby waived by Pledgor), as either
Pledgee deems necessary or advisable to protect and enforce its rights and remedies hereunder
against Pledgor and in and to the Collateral (including without limitation to protect and enforce
any rights of Pledgor to receive payments under the Collateral), at such time and in such order as
such Pledgee may determine, in its sole discretion; provided, however, that no such actions by
either Pledgee shall prevent Mr. Fenkell from exercising his right hereunder to make a cash
payment of $448,668.64 to the Alliance ESOP in lieu of releasing Fenkell's Alliance ESOP
Account and/or $600,000 to the Alliance ESOP in lieu ofreleasing Mr. Fenkell's Spencer
Turbine Company Phantom Stock Rights to the Alliance ESOP and Alliance Holdings, Inc.,
respectively, within the seven (7) day period referred to in Section 2(b). of this Collateral Pledge.
4.
Power of Attorney. Upon the occurrence and during the continuance of an Event
of Default, each Pledgee shall have the right, and is hereby irrevocably appointed the true and
lawful attorney in fact of Pledgor, coupled with an interest, in its name and stead, subject to the
terms and conditions of the Collateral, to assign, convey, transfer or otherwise deal in or with,
Pledgor' s interest in the Collateral and any remaining right, interest or license of Pledgor with
respect thereto, and Pledgor agrees to execute, acknowledge and deliver to such Pledgee, or to
any pledgee or transferee of the Collateral of such rights, interests and licenses, upon request by
such Pledgee, such instrument as may be advisable in Pledgee's judgment to ratify, confirm or
evidence such assignment or other transaction.
5.
PLEDGOR HEREBY ACKNOWLEDGES AND AGREES THAT PLEDGOR'S
REASONABLE EXPECTATION WITH RESPECT TO THE AUTHORIZATION GRANTED
PURSUANT TO ANY POWER OF ATTORNEY SET FORTH IN SECTION 4. HEREUNDER
IS THAT THE PLEDGEES OR ITS ATTORNEY MAY SEEK TO FORECLOSE ON THE
COLLATERAL AND TAKE ANY OTHER ACTIONS WITH RESPECT TO THE EXERCISE
OF THE PLEDGEES' RIGHTS AND REMEDIES HEREUNDER. PLEDGOR HEREBY
WAIVES ALL OTHER DUTIES OF THE PLEDGEES THAT MAY ARISE UNDER 20 PA.
C.S.A. §5601.3(b). WITH RESPECT TO THE EXECUTION OF THIS COLLATERAL
PLEDGE, PLEDGOR HEREBY REMISES, RELEASES, AND FOREVER DISCHARGES,
AND WAIVES ALL CLAIMS, CAUSES OF ACTION AND ANY OTHER RIGHTS
AGAINST PLEDGEES AND ANY PREDECESSORS, LEGAL REPRESENTATIVES, PAST
AND PRESENT PARENT COMPANIES, SUBSIDIARIES, AGENTS, EMPLOYEES,

SERVANTS, INSURERS, ATTORNEYS, OFFICERS, DIRECTORS, STOCKHOLDERS,
AFFILIATES, AFFILIATE COUNTERPARTIES, SUCCESSORS IN INTEREST, AND
ASSIGNS OF AND FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, FEES, AND
COSTS, SUMS OF MONEY, RIGHTS, CAUSES OF ACTIONS, OBLIGATIONS AND
LIABILITIES OF ANY KIND OR NATURE WHATSOEVER INCLUDING ATTORNEYS'
FEES, ARISING UNDER OR RELATING TO ANY DUTIES OF AN AGENT UNDER 20 PA.
C.S.A. §5601.3 OR OTHERWISE.
6.
Filings. Pledgor hereby authorizes Pledgees to file against Pledgor, one or more
financing, continuation or amendment statements pursuant to the Uniform Commercial Code in
form and substance satisfactory to Pledgor to perfect Pledgees' security interest in the Collateral.
7.
Covenants. No delegation to, or assumption by, Pledgees of any of Pledgor's
liabilities, duties or obligations under the Collateral is intended by this Collateral Pledge nor
shall any such delegation or assumption be deemed to have been made or incurred. No rights are
intended to be granted hereunder in favor of any third party donee, creditor or incidental
beneficiary.
8.
General Provisions. This Collateral Pledge cannot be modified, changed or
discharged except by an agreement in writing, signed by the party against whom enforcement of
such modification, change or discharge is sought. This Collateral Pledge and all matters relating
hereto and arising herefrom (whether arising in tort, contract law, or otherwise) shall be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
This Collateral Pledge shall bind Pledgor, its successors and assigns, and shall inure to the
benefit of Pledgees, and any successor of Pledgees under the Collateral. The Spencer Turbine
Company has signed below to indicate its acknowledgement of and consent to the foregoing
collateral pledge by Pledgor of Mr. Fenkell's Spencer Turbine Company Phantom Stock Rights.
9.
No Assumption of Tax or Other Obligations by Pledgees. Pledgees shall not be
deemed to have assumed any of the tax obligations or other duties, undertakings, obligations or
liabilities of Pledgor (and/or any of its permitted successors and assigns) under the Collateral by
reason of this Collateral Pledge or any enforcement by Pledgees of their rights thereunder.
Pledgor shall be solely responsible for all tax consequences or liabilities related to the pledge,
assignment, transfer or forfeiture of the Collateral. Mr. Fenkell acknowledges that Pledgees have
not made any representations to him regarding tax matters and that he is not relying on Pledgees
with respect to the tax consequences of his actions hereunder.
10.
Termination. In the event that the U.S. Court of Appeals for the Seventh Circuit
issues an opinion which does not affirm the Court's judgment requiring Pledgor to restore
$2,044,014.42 or a lesser amount to the Alliance ESOP, this Agreement shall terminate. In the
event that the U.S. Court of Appeals for the Seventh Circuit issues an Opinion which affirms the
Court's Amended Final Judgment but requires Pledgor to restore an amount less than
$2,044.014.42, then Pledgor shall have the right to pay such lesser amount in cash and may use
the supersedeas bond to pay up to $995,345.78 of such lesser amount, in which event Collateral
pledged hereunder shall be released by Pledgees.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Collateral Pledge has been duly executed by Pledgor as
of the date and year first above written.

David B. Fenkell

Accepted by:
ALLIANCE HOLDINGS, INC.
By: _ _ _ _ _ _ _ _ _ __
Title:

ALLIANCE HOLDINGS, INC.
EMPLOYEE STOCK OWNERSHIP
PLAN
By:_ _ _ _ _ _ _ _ _ _ _ _ __
Trustee

THE SPENCER TURBINE COMPANY
By: _ _ _ _ _ _ _ _ _ _ _ __
Title:

Notary Public
My Commission Expires: _ _ _ _ __

IN WITNESS WHEREOF, this Collateral Pledge has been duly executed by Pledgor as
of the date and year first above written.

Accepted by:
ALLIANCE HOLDINGS, INC.

Title:

ALLIANCE HOLDINGS, INC.
EMPLOYEE STOCK OWNERSHIP
PLAN
NOTAMAL SEAL
JOHN M. STANKOVICS, JR .. Notaty P\

Trustee

City of Philadelphia, Phlla. County
My Commluion Expires Aprlt 7, 201

THE SPENCER TURBINE COMPANY

By: _______~__ ,______
Title:

!SIGNATURE PAGE TO COLLATERAL PLEDGE!

S-1

IN WITNESS WHEREOF, this Collateral Pledge has been duly executed by Pledgor as
of the date and year first above ~rritten.

David B. Fenkell

Accepted by:

ALLIANCE HOLDINGS, INC.

By~:~T1tle:<"5 .
~

rec;:y

r

..,,,i _A_

~·

ALLIANCE HOLDINGS, INC.
EMPLOYEE STOCK OWNERSHIP
PLAN

By~~
rr
·tee

THE SPENCER TURBINE COMP ANY
By: _ _ _ _ _ _ _ _ _ _ __

Title:

Notary Public

My Commission Expires: _ _ _ _ __