REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2012 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, 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 January 23, 2012, by and among the Initial Purchaser, the Issuers and the Guarantors with respect to $125,000,000 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
SUPPLEMENTAL INDENTURESupplemental Indenture • January 31st, 2012 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 31, 2012, 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”).
AMENDMENT NO. 1Pledge and Security Agreement • January 31st, 2012 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining
This Amendment, dated January 26, 2012 is delivered pursuant to Section 4.4 of the Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Agreement. The undersigned hereby certifies that the representations and warranties in Article III of the Agreement are and continue to be true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date. The undersigned further agrees that this Amendment may be attached to that certain Pledge and Security Agreement, dated February 4, 2011, between the undersigned, as the Grantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee and Note Collateral Agent (the “Agreement”) and that the Collateral liste
Chevron Mining Inc. LOGO] William L. Sharrer Vice President Business Advancement Chevron Mining Inc. 116 Inverness Drive East, Suite 200 Englewood, CO 80112 Tel 303 930 4035 Fax 303 930 4180 bsharrer@chevron.comWESTMORELAND COAL Co • January 31st, 2012 • Bituminous coal & lignite surface mining
