0000950134-08-018264 Sample Contracts

AMENDMENT TO BUSINESS LOAN AGREEMENT AND COMMERCIAL SECURITY AGREEMENT

Business Loan Agreement and Commercial Security Agreement • October 22nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Montana

• Contract Type
  Business Loan Agreement and Commercial Security Agreement
• Filed
  October 22nd, 2008
• Company
  Westmoreland Coal Co
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  Montana

This Amendment dated October 16, 2008, to Business Loan Agreement and Commercial Security Agreement, each dated October 29, 2007, is entered into by FIRST INTERSTATE BANK (the “Lender”) and WESTMORELAND RESOURCES, INC., a Delaware corporation (the “Borrower”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT among WESTMORELAND RESOURCES, INC., WRI PARTNERS, INC., WESTMORELAND COAL COMPANY, ABSALOKA COAL, LLC, and FEEDSTOCK INVESTMENTS IV, LLC DATED EFFECTIVE OCTOBER 16, 2008

Membership Interest Purchase Agreement • October 22nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Delaware

• Contract Type
  Membership Interest Purchase Agreement
• Filed
  October 22nd, 2008
• Company
  Westmoreland Coal Co
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated effective October 16, 2008, is between WESTMORELAND RESOURCES, INC., a Delaware corporation (“WRI”), WRI PARTNERS, INC., a Delaware corporation (“WRI Sub”), WESTMORELAND COAL COMPANY, a Delaware corporation (“WCC”), FEEDSTOCK INVESTMENTS IV, LLC, a Delaware limited liability company (“Investor”), and ABSALOKA COAL, LLC, a Delaware limited liability company (“Absaloka” or the “Company”).

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ABSALOKA COAL, LLC a Delaware Limited Liability Company Dated as of October 16, 2008

Limited Liability Company Agreement • October 22nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  October 22nd, 2008
• Company
  Westmoreland Coal Co
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 16, 2008, is made and entered into by and among WRI Partners, Inc. (“WRI Sub”), a Delaware corporation and a wholly-owned subsidiary of Westmoreland Resources, Inc., a Delaware corporation (“WRI”), and Feedstock Investments IV, LLC, a Delaware limited liability company (“Investor”). Capitalized terms as used herein shall have the meaning set forth in Section 2.1 unless otherwise defined herein.