AMENDMENT NO. 8 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDMENT NO. 8 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT (this “Amendment”), dated as of November___, 2001, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower (the “Borrower”), (ii) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, SUMITOMO MITSUI BANKING CORPORATION (formerly known as The Sumitomo Bank Limited), New York Branch, THE SANWA BANK LIMITED, UNION BANK OF CALIFORNIA, N.A., THE FUJI BANK LIMITED, New York Branch, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Lender and as Institutional Agent and each Purchasing Institutional Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMI
AMENDMENT NO. 3 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of January 31, 1995, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT SUISSE, NATIONAL WESTMINSTER BANK plc, THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SUMITOMO TRUST AND BANKING CO., LTD., New York Branch, THE INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, UNION BANK, UNION BANK OF SWITZERLAND, THE FUJI BANK LIMITED, Los Angeles Agency, CREDIT LYONNAIS, New York Branch, CREDIT SUISSE. Cayman island Branch, THE TORONTO-DOMINION BANK and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and each Purchasing Institutional Lender, as Institutional Lenders, (iv) CREDIT SUISSE, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE, NATIONAL WESTMINSTER BANK plc, THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Branch, as Co-Agents, and (vi) CREDIT SUISSE,
SECOND AMENDMENT AND RESTATEMENT OF THE POWER PURCHASE AND OPERATING AGREEMENT BETWEEN WESTMORELAND — LG&E PARTNERS AND VIRGINIA ELECTRIC AND POWER COMPANY FOR THE ROANOKE VALLEY II PROJECTPower Purchase and Operating Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Virginia
THIS AGREEMENT, effective as of the Effective Date, is by and between WESTMORELAND — LG&E PARTNERS, a Virginia general partnership with its principal office located in Charlottesville, Virginia (“Operator’), and VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation with its principal office located in Richmond, Virginia, operating in North Carolina as North Carolina Power (“North Carolina Power” or “Company”). Both Operator and North Carolina Power are herein individually referred to as “Party” and collectively referred to as “Parties”.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of November 4, 1994, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT SUISSE, NATIONAL WESTMINSTER BANK plc, THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SUMITOMO TRUST AND BANKING CO., LTD., New York Branch, THE INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, UNION BANK, UNION BANK OF SWITZERLAND, THE FUJI BANK LIMITED, Los Angeles Agency, CREDIT LYONNAIS, New York Branch, CREDIT SUISSE, Cayman Island Branch, THE TORONTO-DOMINION BANK and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and each Purchasing Institutional Lender, as institutional Lenders, (iv) CREDIT SUISSE, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE, NATIONAL WESTMINSTER BANK plc, THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Branch, as Co-Agents, and (vi) CREDIT SUISSE,
AMENDMENT NO. 2 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of December 30, 1994, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT SUISSE, NATIONAL WESTMINSTER BANK plc, THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, UNION BANK, UNION BANK OF SWITZERLAND, THE FUJI BANK LIMITED, Los Angeles Agency, CREDIT LYONNAIS, New York Branch, CREDIT SUISSE, Cayman Island Branch, THE TORONTO-DOMINION BANK and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and each Purchasing Institutional Lender, as Institutional Lenders, (iv) CREDIT SUISSE, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE, NATIONAL WESTMINSTER BANK plc, THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Brach, as Co-Agents, and (vi) CREDIT SUISSE, as Agent for the Lenders, the Institutional Lenders and the
AMENDMENT NO.5 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
This AMENDMENT NO. 5 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of August 23, 2000 (this “Amendment”), is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SANWA BANK LIMITED, UNION BANK, THE FUJI BANK LIMITED, New York Branch, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA as Institutional Lender and as Institutional Agent (together with its successors in each such capacity) and each Purchasing Institutional Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as the Issuing Bank, (together with its successors in each such capacity) (v) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA and THE SUMITOMO
AMENDMENT NO. 10 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND CONSENTConstruction and Term Loan Agreement and Consent • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDMENT NO. 10 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND CONSENT (this “Amendment and Consent”), dated as of April 8, 2003 is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower (the “Borrower”), (ii) NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, SUMITOMO MITSUI BANKING CORPORATION (formerly known as The Sumitomo Bank Limited), New York Branch, UFJ BANK LIMITED (formerly known as The Sanwa Bank Limited), UNION BANK OF CALIFORNIA, N.A., MIZUHO CORPORATE BANK, LTD. (formerly known as The Fuji Bank Limited, New York Branch), CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Lender and as Institutional Agent for each Purchasing Institutional Lender, (iv) DEXIA CREDIT LOCAL, NEW YORK AGENCY (“Dexia”), as Bond L/C Issuing Bank, (v) NIB CAPITAL BANK N
THIRD AMENDMENT AND RESTATEMENT OF THE POWER PURCHASE AND OPERATING AGREEMENT BY AND BETWEEN WESTMORELAND — LG&E PARTNERS AS SUCCESSOR IN INTEREST TO BECKLEY COGENERATION COMPANY AND VIRGINIA ELECTRIC AND POWER COMPANYPower Purchase and Operating Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Virginia
THIS THIRD AMENDMENT AND RESTATEMENT, effective as of the Effective Date, of the POWER PURCHASE AND OPERATING AGREEMENT effective January 11, 1989 and executed January 24, 1989, first amended and restated March 28, 1990 (“First Amendment and Restatement”), and subsequently amended and restated November 15, 1991 (“Second Amendment and Restatement”), is by and between WESTMORELAND — LG&E PARTNERS, a Virginia general partnership with its principal office located in Charlottesville, Virginia (“Operator”), as successor in interest to BECKLEY COGENERATION COMPANY, a Delaware limited partnership, and VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation with its principal office located in Richmond, Virginia, operating in North Carolina as North Carolina Power (“North Carolina Power” or “Company”). As used herein, the term “Original Agreement No. 1” shall refer to the Power Purchase and Operating Agreement as executed on January 24, 1989. The term “Agreement” shall refer
AMENDMENT NO. 5 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of December 15, 1996, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT SUISSE, NATIONAL WESTMINSTER BANK Plc, THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SUMITOMO TRUST AND BANKING CO., LTD., New York Branch, THE INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, UNION BANK, UNION BANK OF SWITZERLAND, THE FUJI BANK LIMITED, Los Angeles Agency, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, THE TORONTO-DOMINION BANK and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and each Purchasing Institutional Lender, as Institutional Lenders, (iv) CREDIT SUISSE, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE, NATIONAL WESTMINSTER BANK Plc, THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Branch, as Co-Agents, and (vi) CREDIT SUISS
AMENDMENT NO. 4 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
This AMENDMENT NO. 4 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT, dated as of October 19, 1995, by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower, (ii) CREDIT SUISSE, NATIONAL WESTMINSTER BANK Plc, THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SUMITOMO TRUST AND BANKING CO., LTD., New York Branch, THE INDUSTRIAL BANK OF JAPAN, LTD., New York Branch, UNION BANK, UNION BANK OF SWITZERLAND, THE FUJI BANK LIMITED, Los Angeles Agency, CREDIT LYONNAIS, New York Branch, CREDIT SUISSE, Cayman Island Branch, THE TORONTO-DOMINION BANK and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and each Purchasing Institutional Lender, as Institutional Lenders, (iv) CREDIT SUISSE, New York Branch, as the Issuing Bank, (v) CREDIT SUISSE, NATIONAL WESTMINSTER BANK Plc, THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Branch, as Co-Agents, and (vi) CREDIT SUISSE, as Agent
WESTMORELAND ENERGY LLC Floating Rate Senior Notes Note Purchase Agreement Dated June 29, 2006Pledge and Security Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
Westmoreland Energy LLC, a Delaware limited liability company (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT among WESTMORELAND- LG&E PARTNERS, (as Borrower) and CREDIT SUISSE NATIONAL WESTMINSTER BANK Plc THE BANK OF NOVA SCOTIA THE SUMITOMO BANK, LIMITED, New York Branch THE SUMITOMO TRUST AND...Construction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
AMENDMENT NO. 7 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND AMENDMENT TO CERTAIN SECURITY DOCUMENTSConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
AMENDMENT NO. 7 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND AMENDMENT TO CERTAIN SECURITY DOCUMENTS (this “Amendment No. 7”), dated as of November 15, 2000, among Westmoreland-LG&E Partners, a Virginia general partnership (the “Borrower”), the banks party to the Credit Agreement (as defined below) as “Lenders”, The Prudential Insurance Company of America and each Purchasing Institutional Lender, (The “Institutional Lenders”), The Prudential Insurance Company of America (the “Institutional Agent”), Credit Suisse First Boston, as Agent (together with its successors in such capacity, the “Agent”), Credit Suisse First Boston, NIB Capital Bank N.V., The Bank of Nova Scotia and The Sumitomo Bank, Limited, New York Branch, as Co-Agents (together with their successors in such capacity, each a “Co-Agent” and, collectively, the “Co-Agents”), and Credit Suisse First Boston, New York Branch as Issuing Bank (together with its successors in such capacity, the “Issuing Bank”).
AMENDMENT NO. 9 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND CONSENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDMENT NO. 9 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND CONSENT (this “Amendment and Consent”), dated as of March 1, 2002 is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower (the “Borrower”), (ii) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, SUMITOMO MITSUI BANKING CORPORATION (formerly known as The Sumitomo Bank Limited), New York Branch, UFJ BANK LIMITED (formerly known as The Sanwa Bank Limited), UNION BANK OF CALIFORNIA, N.A., THE FUJI BANK LIMITED, New York Branch, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Institutional Lender and as Institutional Agent and each Purchasing Institutional Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as Issuing Bank (v) DEXIA CREDIT LOCAL, NEW YORK AGENCY (“Dexia”), as B
AMENDMENT NO. 6 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND UNANIMOUS CONSENTConstruction and Term Loan Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND UNANIMOUS CONSENT (this “Amendment”), dated as of November 21, 2000, is made by and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general partnership, as Borrower (the “Borrower”), (ii) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK, LIMITED, New York Branch, THE SANWA BANK LIMITED, UNION BANK OF CALIFORNIA, N.A., THE FUJI BANK LIMITED, New York Branch, CREDIT LYONNAIS, New York Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA as Institutional Lender and as Institutional Agent (together with its successors in each such capacity) and each Purchasing Institutional Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as the Issuing Bank, (together with its successors in such capacity), (v) CREDIT SUISSE FIRST BOSTON, NIB CA
PURCHASE AGREEMENT DATED JUNE 23 2006 BY AND BETWEEN LG&E ROANOKE VALLEY L.P. LG&E POWER SERVICES LLC AND WESTMORELAND COAL COMPANYPurchase Agreement • November 6th, 2006 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Virginia
THIS PURCHASE AGREEMENT (“this Agreement”) is dated as of June 23, 2006, by and between LG&E Roanoke Valley, L.P., a California limited partnership (“LG&E”) and LG&E Power Services LLC, a Delaware limited liability company (“LPS” and, collectively with LG&E, the “Sellers”), and Westmoreland Coal Company, a Delaware corporation (“Buyer”). Sellers and Buyer are referred to herein collectively as the “Parties” and each of them individually as a “Party.”
