EXHIBIT 2 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Amendment No. 6 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on...Joint Filing Agreement • May 4th, 2007 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
The undersigned acknowledge and agree that the foregoing statement on Amendment No. 6 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
UNDERWRITING AGREEMENT Westmoreland Coal Company 1,464,789 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 16th, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
Westmoreland Coal Company , a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,464,789 shares of Common Stock, par value $2.50 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 219,718 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 29th, 2017 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Colorado
This Agreement is entered into as of March 14, 2017 (the “Effective Date”) by and between Westmoreland Coal Company, a Delaware corporation (the “Company”), and Gary A. Kohn (the “Executive”).
WESTMORELAND COAL COMPANY and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. as Rights Agent382 Rights Agreement • September 5th, 2017 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND BETWEEN WESTMORELAND COAL COMPANY AND WESTMORELAND RESOURCE PARTNERS, LP July 31, 2015Contribution Agreement • August 4th, 2015 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (as it may be further amended, modified or amended and restated from time to time, this “Agreement”), dated as of July 31, 2015, is made and entered into by and between Westmoreland Coal Company, a Delaware corporation (“Contributor”), and Westmoreland Resource Partners, LP, a Delaware limited partnership (the “Partnership”). Contributor and the Partnership are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT amongCredit Agreement • December 22nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining
CREDIT AGREEMENT, dated as of December 16, 2014, among Westmoreland Coal Company, a Delaware corporation, the Lenders party hereto from time to time and Bank of Montreal, as Administrative Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of December 16, 2014 amongLoan and Security Agreement • December 22nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Illinois
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this 16th day of December , 2014 by and among the financial institutions that are or may from time to time become parties hereto (together with their respective assigns, the “Lenders”), THE PRIVATEBANK AND TRUST COMPANY, as Administrative Agent and Sole Lead Arranger (in such capacity, “Administrative Agent” and in its individual capacity, “PrivateBank”), 120 South LaSalle Street, Suite 200, Chicago, Illinois 60603, as administrative agent and sole lead arranger, and each of WESTMORELAND COAL COMPANY, a Delaware corporation (“Westmoreland Parent”), WESTMORELAND ENERGY LLC, a Delaware limited liability company (“Westmoreland Energy”), WESTMORELAND - NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland NC”), WEI-ROANOKE VALLEY, INC., a Delaware corporation (“WEI”), WESTMORELAND - ROANOKE VALLEY, L.P., a Delaware limited
REGISTRATION RIGHTS AGREEMENT by and among Westmoreland Coal Company, as Issuer Westmoreland Partners, as Co-Issuer The Guarantors named herein andRegistration Rights Agreement • May 2nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 28, 2014, by and among Westmoreland Coal Company, a Delaware corporation (the “Company”), Westmoreland Partners, a Virginia partnership and an indirect wholly owned subsidiary of the Company (together with the Company, the “Issuers”), certain subsidiaries of the Company listed on Schedule I hereto (collectively, the “Guarantors”), and the Initial Purchasers (the “Initial Purchasers”), who have agreed to purchase the Issuers’ 10.750% Senior Secured Notes due 2018 (the “Initial Securities”). This Agreement is made pursuant to the Purchase Agreement, dated as of January 29, 2014, by and among the Initial Purchasers and Westmoreland Escrow Corporation, as supplemented by the joinder to the Purchase Agreement by and among the Initial Purchasers, the Issuers and the Guarantors dated the date hereof, with respect to $425,000,000 aggregate principal amount of Initial Securities (the “Purchase Agreement”)
Westmoreland Coal Company Time Vested Restricted Stock Unit AgreementTime Vested Restricted Stock Unit Agreement • July 31st, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between Westmoreland Coal Company, a Delaware corporation (the “Company”) and ________________________________ (the “Director”).
WESTMORELAND COAL COMPANY 2014 EQUITY INCENTIVE PLAN TIME VESTED RESTRICTED STOCK UNIT AGREEMENTCompany 2014 Equity Incentive Plan Time Vested Restricted Stock Unit Agreement • August 4th, 2017 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [INSERT DATE] (the “Grant Date”) by and between Westmoreland Coal Company, a Delaware corporation (the “Company”) and (the “Grantee”).
EXCHANGE AGREEMENTExchange Agreement • November 1st, 2016 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into to be effective for all purposes as of October 28, 2016 (the “Exchange Closing Date”), by and between Westmoreland Resource Partners, LP, a Delaware limited partnership (the “Partnership”), and Westmoreland Coal Company, a Delaware corporation (“WCC”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 10th, 2011 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
THIS PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is entered into as of February 4, 2011 by and among WESTMORELAND COAL COMPANY, a Delaware corporation (the “Issuer” and a “Grantor”), WESTMORELAND PARTNERS, a Virginia general partnership (the “Co-Issuer” and a “Grantor” and, together with the Issuer, the “Issuers”), certain domestic Subsidiaries of the Issuer and the Co-Issuer, respectively, identified on the signature pages hereto as Grantors and such other domestic Subsidiaries as may from time to time be joined as Grantors hereunder (each a “Grantor”, and collectively with the Issuer and the Co-Issuer, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as note collateral agent (the “Note Collateral Agent”) for the holders of the Notes issued pursuant to the Indenture referred to below.
Name of Recipient: Number of shares of restricted common stock awarded: Grant Date:Restricted Stock Agreement • July 2nd, 2009 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Delaware
The Restricted Shares are issued to the Recipient, effective as of the Grant Date as set forth above, in consideration of [Recipient’s acceptance of employment with the Company and of services to be rendered] [employment services rendered and to be rendered] by the Recipient to the Company.
FIRST AMENDMENT TO 2015 PERFORMANCE VESTED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 4th, 2017 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining
This FIRST AMENDMENT TO PERFORMANCE VESTED RESTRICTED STOCK UNIT AGREEMENT, dated as of [DATE], 2017 (this “Amendment”), is hereby entered into by and between Westmoreland Coal Company, a Delaware corporation (the “Company”), and [Employee Name] (the “Employee”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Performance Vested Restricted Stock Unit Agreement, by and between the Company and the Employee, dated April 1, 2015 (the “Restricted Stock Agreement”).
WESTMORELAND COAL COMPANY AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 8.75% SENIOR SECURED NOTES DUE 2022WESTMORELAND COAL Co • December 22nd, 2014 • Bituminous coal & lignite surface mining • New York
INDENTURE dated as of December 16, 2014 among Westmoreland Coal Company (the “Issuer”), a Delaware corporation, the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Notes Collateral Agent”).
Westmoreland Coal Company Performance Vested Restricted Stock Unit AgreementPerformance Vested Restricted Stock Unit Agreement • July 31st, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between Westmoreland Coal Company, a Delaware corporation (the “Company”) and ________________________________ (the “Grantee”).
AMENDMENT NO. 4 TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 5th, 2010 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Montana
THIS AMENDMENT NO. 4 TO BUSINESS LOAN AGREEMENT (the “Agreement”) dated and made effective as of December 4, 2009 (the “Effective Date”), by and among WESTMORELAND RESOURCES, INC., a Delaware corporation (“Borrower”) and WESTMORELAND COAL COMPANY, a Delaware corporation (“Guarantor”), and FIRST INTERSTATE BANK, a Montana banking corporation (together with any subsequent holder or holders of the Notes, the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
Registration Rights Agreement, dated as of March 4, 2008, by and among Westmoreland Coal Company, a Delaware corporation (“Company”), and the stockholders signatories hereto.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTWestmoreland Coal Co • March 31st, 2008 • Bituminous coal & lignite surface mining • New York
Westmoreland Coal Company, a Delaware corporation (the “Company”), for value received, hereby certifies that SOF Investments, L.P., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on August 20, 2010, 150,000 shares of common stock, $2.50 par value per share, of the Company (“Common Stock”), at a purchase price of $25.00 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
WESTMORELAND COAL COMPANY and WESTMORELAND PARTNERS as Issuers, the GUARANTORS named herein, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Collateral Agent INDENTURE Dated as of...Indenture • February 10th, 2011 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
INDENTURE dated as of February 4, 2011 among WESTMORELAND COAL COMPANY, a Delaware corporation, and its successors, but not any of its subsidiaries (the “Issuer”), WESTMORELAND PARTNERS, a Virginia partnership and an indirect Wholly Owned Subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and each of the Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (in such capacity, the “Trustee”) and as the collateral agent (in such capacity, the “Note Collateral Agent”). The terms of the Notes include those set forth in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act.
REGISTRATION RIGHTS AGREEMENT by and among Westmoreland Coal Company, as Issuer Westmoreland Partners, as Co-Issuer The Guarantors named herein and Gleacher & Company Securities, Inc., as Initial Purchaser Dated as of February 4, 2011Registration Rights Agreement • February 10th, 2011 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 4, 2011, by and among Westmoreland Coal Company, a Delaware corporation (the “Company”), Westmoreland Partners, a Virginia partnership and an indirect wholly owned subsidiary of the Company (together with the Company, the “Issuers”), certain subsidiaries of the Company listed on Schedule I hereto (collectively, the “Guarantors”), and Gleacher & Company Securities, Inc. (the “Initial Purchaser”), who has agreed to purchase the Issuers’ 10.750% Senior Secured Notes due 2018 (the “Initial Securities”). This Agreement is made pursuant to the Purchase Agreement, dated as of February 1, 2011, by and among the Initial Purchaser, the Issuers and the Guarantors with respect to $150,000,000 aggregate principal amount of Initial Securities (the “Purchase Agreement”) for the benefit of the holders from time to time of the Initial Securities. In order to induce the Initial Purchaser to purchase the Initial
WESTMORELAND COAL COMPANY Nonstatutory Stock Option Agreement Granted under the 2007 Equity Incentive Plan for Employees and Non-Employee DirectorsNonstatutory Stock Option Agreement • May 9th, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Supplemental Settlement Agreement And Amendment of Existing Contracts Between Northwestern Resources Company and Texas Genco,...Supplemental Settlement Agreement • March 15th, 2004 • Westmoreland Coal Co • Bituminous coal & lignite mining
SIXTH SUPPLEMENTAL INDENTURESixth Supplemental Indenture • May 23rd, 2018 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 21, 2018, among Westmoreland Coal Company, a Delaware corporation (the “Issuer”), Westmoreland San Juan Holdings, Inc., a Delaware corporation, Westmoreland San Juan, LLC, a Delaware limited liability company, San Juan Coal Company, a Delaware corporation, San Juan Transportation Company, a Delaware corporation, Westmoreland Power, Inc., a Delaware corporation, Westmoreland Energy Services, Inc. a Delaware Corporation, Westmoreland Canada LLC, a Delaware limited liability company, Westmoreland Canadian Investments L.P., a Quebec limited partnership, Basin Resources, Inc., a Colorado corporation, and Absaloka Coal, LLC, a Delaware limited liability company (collectively, the “New Guaranteeing Subsidiaries”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral
AMENDMENT NO. 1 TO THE 382 RIGHTS AGREEMENTThe 382 Rights Agreement • August 16th, 2018 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of August 10, 2018, amends the 382 Rights Agreement, dated as of September 5, 2017 (the “Agreement”), by and between Westmoreland Coal Company, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Delaware corporation (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
ContractThird Supplemental Indenture • May 2nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of April 28, 2014 (this “Third Supplemental Indenture”), to the Indenture dated as of February 4, 2011 (the “Original Indenture”), by and among Westmoreland Coal Company, a Delaware corporation (the “Issuer”), Westmoreland Partners, a Virginia partnership (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors parties thereto (the “Guarantors”), Wells Fargo Bank, National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association, as note collateral agent (the “Note Collateral Agent”), as amended and supplemented by the Supplemental Indenture dated as of January 31, 2012 among the Issuer, the Co-Issuer, the Guarantors, the Trustee and the Note Collateral Agent (the “Supplemental Indenture”) and by the Second Supplemental Indenture dated as of February 3, 2014 (the “Second Supplemental Indenture” and, the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Secon
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 28th, 2015 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 22, 2015, among Westmoreland Coal Company, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the lenders party hereto as a Lender or Additional Lender (in such capacity, each an “Additional Term Lender”) and Bank of Montreal, as Administrative Agent. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
JOINDER AND FIRST AMENDMENT TO SECOND amended and restated LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2016 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining
This JOINDER AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of March 26, 2015 (this “Joinder”), is entered into by and among THE PRIVATEBANK AND TRUST COMPANY (in its individual capacity, “PrivateBank”), as administrative agent for the lenders (the “Lenders”) party to the Loan Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”), the Lenders, and each of WESTMORELAND COAL COMPANY, a Delaware corporation (“Westmoreland Parent”), WESTMORELAND ENERGY LLC, a Delaware limited liability company (“Westmoreland Energy”), WESTMORELAND - NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland NC”), WEI-ROANOKE VALLEY, INC., a Delaware corporation (“WEI”), WESTMORELAND - ROANOKE VALLEY, L.P., a Delaware limited partnership (“Westmoreland Roanoke”), WESTMORELAND PARTNERS, a Virginia general partnership (“Westmoreland Partners”), WESTMORELAND RESOURCES, INC., a Delawa
COAL MINING LEASE — CROW TRIBAL LANDS — COAL LEASEMining Lease • May 8th, 2009 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Montana
This CROW TRIBAL LANDS COAL LEASE (hereinafter “Coal Lease”), made and entered into this 13th day of February, 2004, to be effective thirty (30) days after the date upon which Westmoreland exercises its option under Section 3.2 of the Exploration Agreement (hereinafter referred to as the “Effective Date of this Coal Lease”), between the CROW TRIBE OF INDIANS, Crow Agency, Montana 59022 (hereinafter “Lessor”), and WESTMORELAND RESOURCES, INC., a corporation organized under the laws of the state of Delaware, with its principal place of business at P.O. Box 449, Hardin, Big Horn County, Montana (hereinafter “Lessee”).
Restricted Stock Unit Agreement Granted under the Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee DirectorsRestricted Stock Unit Agreement • August 2nd, 2016 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
Westmoreland Coal Company (the “Company”) has selected you (the “Recipient”) to receive the restricted stock unit award described above, which is subject to the provisions of the Company’s Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors (the “Plan”) and the terms and conditions contained in this Restricted Stock Unit Agreement (this “Agreement”). The terms and conditions of the award of restricted stock units (the “Restricted Stock Units”) made to the Recipient are as follows.
AMENDMENT NO. 8 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDMENT NO. 8 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT (this “Amendment”), dated as of November___, 2001, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower (the “Borrower”), (ii) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, SUMITOMO MITSUI BANKING CORPORATION (formerly known as The Sumitomo Bank Limited), New York Branch, THE SANWA BANK LIMITED, UNION BANK OF CALIFORNIA, N.A., THE FUJI BANK LIMITED, New York Branch, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Lender and as Institutional Agent and each Purchasing Institutional Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMI
WESTMORELAND COAL COMPANY Performance-Based Restricted Stock Unit Agreement Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee DirectorsRestricted Stock Unit Agreement • May 9th, 2011 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
Westmoreland Coal Company (the “Company”) has selected you (the “Recipient”) to receive the restricted stock unit award described above, which is subject to the provisions of the Company’s Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors (the “Plan”) and the terms and conditions contained in this Restricted Stock Unit Agreement (this “Agreement”). The terms and conditions of the award of restricted stock units (the “RSUs”) made to the Recipient are as follows:
TWELFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2018 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Illinois
This TWELFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of October 30, 2017 (this “Amendment”), is entered into by and among CIBC BANK USA (in its individual capacity, “CIBC”), as administrative agent for the lenders (the “Lenders”) party to the Loan Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”), the Lenders, and each of WESTMORELAND COAL COMPANY, a Delaware corporation (“Westmoreland Parent”), WESTMORELAND ENERGY LLC, a Delaware limited liability company (“Westmoreland Energy”), WESTMORELAND – NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland NC”), WEI-ROANOKE VALLEY, INC., a Delaware corporation (“WEI”), WESTMORELAND – ROANOKE VALLEY, L.P., a Delaware limited partnership (“Westmoreland Roanoke”), WESTMORELAND PARTNERS, a Virginia general partnership (“Westmoreland Partners”), WESTMORELAND RESOURCES, INC., a Delaware corporation (“Westmoreland Res
WESTMORELAND COAL COMPANY Restricted Stock Agreement Granted under the 2007 Equity Incentive Plan for Employees and Non-Employee DirectorsRestricted Stock Agreement • August 9th, 2010 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
Westmoreland Coal Company (the “Company”) has selected you (the “Recipient”) to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2007 Equity Incentive Plan for Employees and Non-Employee Directors (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement (this “Agreement”). Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.
CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2015 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Illinois
This CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 29, 2015 (this “Amendment”), is entered into by and among THE PRIVATEBANK AND TRUST COMPANY (in its individual capacity, “PrivateBank”), as administrative agent for the lenders (the “Lenders”) party to the Loan Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”), the Lenders, and each of WESTMORELAND COAL COMPANY, a Delaware corporation (“Westmoreland Parent”), WESTMORELAND ENERGY LLC, a Delaware limited liability company (“Westmoreland Energy”), WESTMORELAND – NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland NC”), WEI-ROANOKE VALLEY, INC., a Delaware corporation (“WEI”), WESTMORELAND – ROANOKE VALLEY, L.P., a Delaware limited partnership (“Westmoreland Roanoke”), WESTMORELAND PARTNERS, a Virginia general partnership (“Westmoreland Partners”), WESTMORELAND RESOURCES, INC., a Delaw
