AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 28, 2014 among THE PRIVATEBANK AND TRUST COMPANY, as Administrative Agent and Sole Lead Arranger, ANDLoan and Security Agreement • May 2nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Illinois
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this 28th day of April, 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 partnership
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”)
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
ContractFourth Supplemental Indenture • May 2nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
FOURTH SUPPLEMENTAL INDENTURE is entered into as of April 28, 2014 (this “Fourth Supplemental 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”), Westmoreland Energy Services, Inc., a Delaware corporation, Westmoreland Canada LLC, a Delaware limited liability company, Westmoreland Canadian Investments, LP, a Quebec, Canada limited partnership, WCC Holding B.V., a Netherlands B.V., Westmoreland Canada Holdings Inc., an Alberta, Canada corporation, Westmoreland Prairie Resources Inc., an Alberta, Canada corporation, Coal Valley Resources, Inc., an Alberta, Canada corporation, Prairie Mines & Royalty ULC, an Alberta, Canada unlimited liability company, Prairie Coal Ltd., a Saskatchewan, Canada limited company, Willowvan Mining Ltd., a Saskatchewan, Canada limited company, and Poplar River Coal Mining Partnership (together, the “New Guarantor
AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of April 28, 2014 by and among THE PRIVATEBANK AND TRUST COMPANY, as Working Capital Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION,Intercreditor Agreement • May 2nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT is dated as of April 28, 2014 and entered into by and between THE PRIVATEBANK AND TRUST COMPANY, in its capacity as administrative agent for the lenders party to the Working Capital Loan Agreement (as defined below) (together with its successors, the “Working Capital Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Note Collateral Agent for the holders of the Indenture Obligations (as defined below) (together with its successors in such capacity, the “Note Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
AMENDING AGREEMENTAmending Agreement • May 2nd, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Alberta
THIS AMENDING AGREEMENT dated as of this 27th day of April, 2014 by and among (i) Westmoreland Coal Company, a corporation organized and existing under the laws of the state of Delaware (“Coal Parent”) (ii) Westmoreland Canada Holdings Inc., a wholly-owned Canadian subsidiary of Coal Parent, organized and existing under the laws of the Province of Alberta (“Coal Acquiror”), (iii) Altius Minerals Corporation, a corporation organized and existing under the laws of the Province of Alberta, (“Royalty Parent”) (iv) Altius Prairie Royalties Corp., a wholly-owned Canadian subsidiary of Royalty Parent organized and existing under the laws of the Province of Alberta (“Royalty Acquiror”), (v) Sherritt International Corporation, a corporation organized and existing under the laws of the Province of Ontario (“Sherritt”), (vi) 1836774 Ontario Limited, a wholly-owned subsidiary of Sherritt, organized and existing under the laws of the Province of Ontario (“1836774”), (vii) 1683740 Alberta Ltd., a wh
