AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (the “Agreement”), dated as of June 26, 2008, is made and entered into by and among each of the undersigned and each of the other Persons which become Pledgors hereunder from time to time (each a “Pledgor” and collectively the “Pledgors”), and U.S. BANK NATIONAL ASSOCIATION, successor by merger to Firstar Bank, N.A. (“Firstar”), as Collateral Agent for the Banks in connection with the Credit Agreement described below (the “Secured Party”).
FIRST AMENDMENT TO AMENDED AND RESTATED LIGNITE SUPPLY AGREEMENTLignite Supply Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Texas
This First Amendment (this “Amendment”) is made and entered into as of June 26, 2008 (the “First Amendment Execution Date”) by and between Texas Westmoreland Coal Co., a Montana corporation (“TWCC”) with address at P.O. Box 915, Jewett, TX 75846 and NRG Texas Power LLC, a Delaware limited liability company (“NRG”) with offices at 1301 McKinney Street, Suite 2300, Houston, Texas 77010. Westmoreland Coal Company, a Delaware corporation (“WCC”) with offices at 2 N. Cascade Avenue, 2nd Floor, Colorado Springs, Colorado 80903 and Westmoreland Mining LLC, a Delaware limited liability company (“WML”) with offices at 2 N. Cascade Avenue, 2nd Floor, Colorado Springs, Colorado 80903, join in the execution hereof for the purposes set forth below. TWCC and NRG may individually be referred to as a “Party” or collectively as the “Parties”.
25,000,000 AMENDED AND RESTATED CREDIT AGREEMENT by and among WESTMORELAND MINING LLC and THE GUARANTORS PARTY HERETO and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, As Agent Dated as of June 26, 2008Credit Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 26, 2008 and is made by and among WESTMORELAND MINING LLC, a Delaware limited liability company (the “Borrower”), each of the GUARANTORS (as hereinafter defined), each of the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Agent”).
AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIPContinuing Agreement of Guaranty and Suretyship • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • Pennsylvania
This Amended and Restated Continuing Agreement of Guaranty and Suretyship (the “Guaranty”), dated as of this 26th day of June, 2008, is jointly and severally given by each of the undersigned and each of the other Persons which become Guarantors hereunder from time to time (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC Bank, National Association, as agent for the Banks (the “Agent”) in connection with that Amended and Restated Credit Agreement, dated as of the date hereof, by and among Westmoreland Mining LLC, a Delaware limited liability company (the “Borrower”), the Guarantors now or hereafter party thereto, the Agent, and the Banks now or hereafter party thereto (the “Banks”) (as amended, restated, modified, or supplemented from time to time hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement.
ContractSecurity Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2008, is entered into by and among each of the undersigned and each other Person which shall from time to time become a Guarantor under the Note Agreement referred to below (each a “Debtor” and collectively the “Debtors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Collateral Agent under the Collateral Agency Agreement referred to below (together with its successors from time acting as such Collateral Agent thereunder, the “Secured Party”) on behalf and for the benefit and security of the Noteholders referred to below.
THIS PLEDGE AGREEMENT (NOTEHOLDERS), dated as of June 26, 2008 (this “Agreement”), is made and entered into by and among,Pledge Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
Westmoreland Mining LLC $125,000,000 8.02% Senior Guaranteed Secured Notes due March 31, 2018 Note Purchase Agreement Dated as of June 26, 2008Note Purchase Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
WESTMORELAND MINING LLC, a Delaware limited liability company (the “Company”), and the Guarantors party hereto, jointly and severally, in consideration of the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, agree with each of the undersigned purchasers (each, a “Purchaser”), for their benefit and the benefit of each holder from time to time of any of the Notes referred to below, as follows:
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), dated as of June 26, 2008, is entered into by and among each of the undersigned and each of the other Persons which become Guarantors under the Credit Agreement (defined below) from time to time, (each a “Debtor” and collectively the “Debtors”), and U.S. Bank National Association, successor by merger to Firstar Bank, N.A., as Collateral Agent (the “Collateral Agent”) for the Banks (as defined below);
ContractContinuing Agreement of Guaranty and Suretyship • July 2nd, 2008 • Westmoreland Coal Co • Bituminous coal & lignite surface mining • New York
THIS CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP ( this “Guaranty”), dated as of June 26, 2008, is jointly and severally made and given by each of the undersigned signatory parties and each of the other Persons who shall become a party hereto from time to time by execution of a Joinder Agreement referred to below (each a “Guarantor” and collectively the “Guarantors”), to and for the equal and ratable benefit of the holders from time to time of the Notes referred to below (such holders, including without limitation the Purchasers referred to below, being hereinafter sometimes referred to, collectively, as the “Noteholders” and, each individually, as a “Noteholder”). Capitalized terms used and not otherwise defined in this Guaranty shall have the respective meanings ascribed to them in the Note Agreement (as hereinafter defined).
