PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 3rd, 2011 • Westmoreland Energy LLC • 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.
OPERATING AGREEMENT OF WESTMORELAND ENERGY, LLCOperating Agreement • June 3rd, 2011 • Westmoreland Energy LLC • Bituminous coal & lignite surface mining • Delaware
This Operating Agreement, dated effective as of January 1,2008 (the “Operating Agreement”) is made by Westmoreland Coal Company, a Delaware corporation (the “Initial Member”), as the sole member of Westmoreland Energy, LLC, a Delaware limited liability company (the “Company”), to set forth the terms and conditions on which the management, business and financial affairs of the Company shall be conducted.
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 • June 3rd, 2011 • Westmoreland Energy LLC • 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 • June 3rd, 2011 • Westmoreland Energy LLC • 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
WESTPOWER — BECKLEY, L.P. AGREEMENT OF LIMITED PARTNERSHIP AMONG WESTMORELAND ENERGY, INC. AND WESTMORELAND — BECKLEY, INC.An Agreement • June 3rd, 2011 • Westmoreland Energy LLC • Bituminous coal & lignite surface mining • Delaware
THIS IS AN AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”), between WESTMORELAND — BECKLEY, INC., a Delaware corporation, as the sole general partner (the “General Partner”), and WESTMORELAND ENERGY, INC., a Delaware corporation, as the initial limited partner (the “Limited Partner”). The General Partner and the Limited Partner may be referred to as the “Partners,” or individually as a “Partner.”
AMENDMENT NO.1 TO AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF WESTMORELAND-LG&E PARTNERSWestmoreland Energy LLC • June 3rd, 2011 • Bituminous coal & lignite surface mining • Virginia
This AMENDMENT NO. 1 TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF WESTMORELAND-LG&E PARTNERS (this “Amendment”), dated as of June 29, 2006, is entered into by and between WESTMORELAND-ROANOKE VALLEY, L.P., a Delaware limited partnership (“Westmoreland”), and WESTMORELAND-NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland - North Carolina Power”\ such parties to be referenced individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO.2 TO AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF WESTMORELAND-LG&E PARTNERSWestmoreland Energy LLC • June 3rd, 2011 • Bituminous coal & lignite surface mining • Virginia
This AMENDMENT NO.2 TO AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF WESTMORELAND-LG&E PARTNERS (this “Amendment”), dated as of July 25, 2006, is entered into by and between WESTMORELAND-ROANOKE VALLEY, L.P., a Delaware limited partnership (“Westmoreland”), and WESTMORELAND-NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland - North Carolina Power”\ such parties to be referenced individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF WESTMORELAND-LG&E PARTNERSGeneral Partnership Agreement • June 3rd, 2011 • Westmoreland Energy LLC • Bituminous coal & lignite surface mining • Virginia
THIS AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT is made effective as of this 1st day of December 1993, by and between WESTMORELAND-ROANOKE VALLEY, L.P. a Delaware limited partnership (“Westmoreland”), and LG&E ROANOKE VALLEY L.P., a California Limited partnership (formerly known as Hadson Roanoke Valley L.P., a California Limited Partnership, “LG&E”).
