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.
GUARANTY AGREEMENTGuaranty Agreement • March 31st, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Delaware
THIS GUARANTY AGREEMENT (this Guaranty Agreement, together with the exhibits and schedules hereto and all extensions, renewals, amendments, substitutions and replacements hereto and hereof, is hereinafter referred to as the “Guaranty Agreement”) is dated as of the 28th day of September, 2007, by Westmoreland Coal Company, a Delaware corporation (“WCC”) and each person or entity now or hereafter executing a guaranty assumption agreement in the form of Annex 1 attached hereto (each of the foregoing being a “Guarantor” and collectively, the “Guarantors”) to and for the benefit of NRG Texas Power LLC, a Delaware limited liability company (together with its successors and assigns, the “Beneficiary”).
WESTMORELAND ENERGY LLC FIRST AMENDMENT, CONSENT AND RELEASE Dated As Of August 22, 2007 to NOTE PURCHASE AGREEMENT AND RELATED NOTE DOCUMENTS, Each Dated As Of June 29, 2006 Re: $30,000,000 Floating Rate Senior NotesNote Purchase Agreement • March 31st, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
This First Amendment, Consent and Release dated as of August 22, 2007 (the or this “First Amendment”) to the Note Agreements each dated as of June 29, 2006 is among Westmoreland Energy LLC, a Delaware limited liability company (the “Company”), Westmoreland Power, Inc., a Delaware corporation (“WPI”), Westmoreland Power Operations, LLC, a Virginia limited liability company (“WPO”), and Westmoreland Utility Operations, LLC, a Virginia limited liability company (“WUO”), Westmoreland — North Carolina Power, L.L.C., a Virginia limited liability company (“Westmoreland-NC”) and Westmoreland-Roanoke Valley, L.P., a Delaware limited partnership (“Westmoreland-RV”, and together with the Company, WPI, WPO, WUO and Westmoreland-NC, the “Obligors”), SOF Investments, L.P., a Delaware limited partnership, as collateral agent (the “Collateral Agent”) and each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”).
SECOND AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT between WESTMORELAND PARTNERS (as Debtor) and PRUDENTIAL INVESTMENT MANAGEMENT, INC. (as Agent) Dated as of February 11, 2008Assignment and Security Agreement • March 31st, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
This SECOND AMENDED AND RESTATED ASSIGNMENT AND SECURITY AGREEMENT (this “Security Agreement”), dated as of February 11, 2008, between WESTMORELAND PARTNERS, a Virginia general partnership (“Debtor”), and PRUDENTIAL INVESTMENT MANAGEMENT, INC., as agent (“Agent”) on behalf of and for the benefit of the Secured Parties under the Loan Agreement (defined below).
THIRD AMENDED AND RESTATED GENERAL PARTNER SECURITY AND LIMITED GUARANTY AGREEMENT among WESTMORELAND-ROANOKE VALLEY, L.P. and WESTMORELAND-NORTH CAROLINA POWER, LLC (as Partners) and PRUDENTIAL INVESTMENT MANAGEMENT, INC. (as Agent) Dated as of...General Partner Security and Limited Guaranty Agreement • March 31st, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
This THIRD AMENDED AND RESTATED GENERAL PARTNER SECURITY AND LIMITED GUARANTY AGREEMENT (this “General Partner Security Agreement”), dated as of February 11, 2008, among WESTMORELAND-ROANOKE VALLEY, L.P., a Delaware limited partnership (the “Westmoreland I Partner”), WESTMORELAND-NORTH CAROLINA POWER, LLC, a Virginia limited liability company (the “Westmoreland II Partner” and, together with Westmoreland I Partner, the “Partners”, and each individually, a “Partner”), and PRUDENTIAL INVESTMENT MANAGEMENT, INC., as agent (“Agent”) on behalf of and for the benefit of the Secured Parties under the Loan Agreement (defined below).
SECOND AMENDED AND RESTATED LOAN AGREEMENT among WESTMORELAND PARTNERS (as Borrower) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (as Lender) and PRUDENTIAL INVESTMENT MANAGEMENT, INC. (as Agent) Dated as of February 11, 2008Loan Agreement • March 31st, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
This SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of February 11, 2008, is made by and among (i) WESTMORELAND PARTNERS, a Virginia general partnership (“Borrower”), (ii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (“Prudential”) and each Purchasing Lender (collectively, “Lenders”), and (iii) PRUDENTIAL INVESTMENT MANAGEMENT, INC., as agent for the Lenders (“Agent”).
WESTMORELAND ENERGY LLC SECOND AMENDMENT Dated As Of October 1, 2007 to NOTE PURCHASE AGREEMENT Dated As Of June 29, 2006 and Previously Amended as of August 22, 2007 Re: $30,000,000 Floating Rate Senior NotesNote Purchase Agreement • March 31st, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
This Second Amendment (this “Second Amendment”), dated as of October 1, 2007, made by and between Westmoreland Energy LLC, a Delaware limited liability company (the “Company”) and the purchaser whose name appears at the end hereof (the “Purchaser”), amends the Note Purchase Agreements, dated as of June 29, 2006, between the Company and each of the Purchasers named therein, as amended by the First Amendment, Consent and Release dated as of August 22, 2007 (the “First Amendment”) among the Company, Westmoreland Power, Inc., a Delaware corporation (“WPI”), Westmoreland Power Operations, LLC, a Virginia limited liability company (“WPO”), and Westmoreland Utility Operations, LLC, a Virginia limited liability company (“WUO”), Westmoreland — North Carolina Power, L.L.C., a Virginia limited liability company (“Westmoreland-NC”) and Westmoreland-Roanoke Valley, L.P., a Delaware limited partnership (“Westmoreland-RV”, and together with the Company, WPI, WPO, WUO and Westmoreland-NC, the “Obligor
