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.
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
