Exhibit

CONSENT AND NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This CONSENT AND NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of March 13, 2017 (this “Amendment”), is entered into by and among THE PRIVATEBANK AND TRUST COMPANY (in its individual capacity, “PrivateBank”), as administrative agent for the lenders (the “Lenders”) party to the Loan Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”), the Lenders, and each of WESTMORELAND COAL COMPANY, a Delaware corporation (“Westmoreland Parent”), WESTMORELAND ENERGY LLC, a Delaware limited liability company (“Westmoreland Energy”), WESTMORELAND – NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company (“Westmoreland NC”), WEI-ROANOKE VALLEY, INC., a Delaware corporation (“WEI”), WESTMORELAND – ROANOKE VALLEY, L.P., a Delaware limited partnership (“Westmoreland Roanoke”), WESTMORELAND PARTNERS, a Virginia general partnership (“Westmoreland Partners”), WESTMORELAND RESOURCES, INC., a Delaware corporation (“Westmoreland Resources”), WESTMORELAND COAL SALES COMPANY, INC., a Delaware corporation (“Coal Sales”), WRI PARTNERS, INC., a Delaware corporation (“WRI”), WCC LAND HOLDING COMPANY, INC., a Delaware corporation (“WCC”), WESTMORELAND CANADA LLC, a Delaware limited liability company (“WC LLC”), WESTMORELAND ENERGY SERVICES, INC., a Delaware corporation (“WES”), WESTMORELAND MINING LLC, a Delaware limited liability company (“WML”), WESTERN ENERGY COMPANY, a Montana corporation (“WECO”), TEXAS WESTMORELAND COAL CO., a Montana corporation (“TWCC”), WESTMORELAND SAVAGE CORPORATION, a Delaware corporation (“Savage”), DAKOTA WESTMORELAND CORPORATION, a Delaware corporation (“Dakota”), and BUCKINGHAM COAL COMPANY, LLC, an Ohio limited liability company (“Buckingham”) and HAYSTACK COAL COMPANY, a Delaware corporation (“Haystack; together with Westmoreland Parent, Westmoreland Energy, Westmoreland NC, WEI, Westmoreland Roanoke, Westmoreland Partners, Westmoreland Resources, Coal Sales, WRI, WCC, WC LLC, WES, WML, WECO, TWCC, Savage, Dakota and Buckingham, each individually a “US Borrower” and collectively, the “US Borrowers”), WESTMORELAND CANADIAN INVESTMENTS L.P., a limited partnership organized and existing under the laws of the Province of Quebec (“WC Investments”), WESTMORELAND CANADA HOLDINGS, INC., a corporation organized and existing under the laws of the Province of Alberta (“Westmoreland Canada”), WESTMORELAND PRAIRIE RESOURCES INC., a corporation organized and existing under the laws of the Province of Alberta (“WPR”), and PRAIRIE MINES & ROYALTY ULC, an unlimited liability company organized under the laws of the Province of Alberta (“PMRL”; together with WC Investments, Westmoreland Canada and WPR, each individually a “Canadian Borrower” and collectively, the “Canadian Borrowers”), and WCC HOLDING B.V., a B.V. organized and existing under the laws of the Netherlands (“WCC BV”; together with the US Borrowers and the Canadian Borrowers, collectively, the “Borrowers”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Administrative Agent and the Lenders entered into a certain Second Amended and Restated Loan and Security Agreement dated as of December 16, 2014, as

amended by that certain Joinder and First Amendment to Second Amended and Restated Loan and Security Agreement dated March 26, 2015, that certain Consent and Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of May 29, 2015, that certain Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of December 31, 2015, that certain Consent and Fourth Amendment to Second Amended and Restated Loan and Security Agreement dated as of January 29, 2016, that certain Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated as of May 3, 2016, that certain Sixth Amendment to Second Amended and Restated Loan and Security Agreement dated as of June 28, 2016, that certain Seventh Amendment to Second Amended and Restated Loan and Security Agreement dated as of September 30, 2016, and that certain Eighth Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 12, 2016 (as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which the Borrowers established certain financing arrangements with the Lenders;

WHEREAS, PMRL and Capital Power, L.P., an Ontario, Canada, limited partnership (“Capital Power”), are parties to an Amended and Restated Genesee Coal Mine Joint Venture Agreement dated as of April 24, 2014 (the “Genesee JV Agreement”), and an Amended and Restated Operating Agreement, dated as of April 24, 2014 (the “Genesee Operating Agreement”; and together with the Genesee JV Agreement, the “Genesee JV Governing Documents”; which joint venture is referred to herein as the “Genesee Joint Venture”), providing for certain agreements relating to the operation and funding of the Genesee coal mine located near Warburg, Alberta, Canada (the “Genesee Coal Mine”);

WHEREAS, the Borrowers have informed the Lenders that Capital Power and PMRL desire to enter into an amendment agreement to the Genesee JV Agreement and the execution of a security agreement by PMRL in favor of Capital Power in the assets that comprise the Genesee Coal Mine which will result, among other things, in an accelerated payment of approximately $55,000,000 from Capital Power (the “Accelerated Receivable Payment”) to PMRL in exchange for PMRL’s execution and delivery of such agreements; and

WHEREAS, the Lenders and the Borrowers desire to consent to the transactions set forth in Section 2 below and further amend the Loan Agreement in accordance with, and subject to the terms and conditions of, this Amendment.

NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the terms and conditions of this Amendment, the parties, intending to be bound, hereby agree as follows:

Section 1.Incorporation of the Loan Agreement. All capitalized terms which are not defined hereunder shall have the same meanings as set forth in the Loan Agreement, and the Loan Agreement, to the extent not inconsistent with this Amendment, is incorporated herein by this reference as though the same were set forth in its entirety. To the extent any terms and provisions of the Loan Agreement or the other Loan Documents are inconsistent with the amendments set forth in Section 2 below, such terms and provisions shall be deemed superseded hereby. Except as specifically set forth herein, the Loan Agreement and the other Loan Documents shall remain in full force and effect and its provisions shall be binding on the parties hereto.



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Section 2. Consent. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof:

(a) Notwithstanding Section 13.3 (Liens) of the Loan Agreement, Lenders hereby consent to the execution and delivery by PMRL of a security agreement in form and substance acceptable to Administrative Agent by which PMRL will grant a priority security interest to Capital Power in all of PMRL’s present and after-acquired right, title, estate and interest in the assets that comprise the Genesee Coal Mine (excluding, in all instances, all cash and accounts receivable, together with all products and proceeds thereof) as collateral security for certain continuing obligations of PMRL to the Genesee Joint Venture, subject to execution of a Subordination Agreement between Capital Power and Administrative Agent in form and substance acceptable to the Lenders, provided that upon receipt of the Accelerated Receivable Payment by PMRL the Borrowers shall repay all then outstanding Revolving Loans.

(b) The foregoing consent is expressly limited to the transactions described above in this Section 2, and shall not be deemed or otherwise construed to constitute a consent to any other transaction, whether or not similar to the transactions described above in this Section 2. Lenders have granted the consent set forth in this Section 2 in this particular instance and in light of the facts and circumstance that presently exist, and the grant of such consent shall not constitute a course of dealing or impair Lenders’ right to withhold any similar consent in the future.

(c) For the avoidance of doubt, it is understood and agreed that all inventory located at the Genesee Coal Mine shall not constitute Eligible Canadian Inventory or Eligible Parts Inventory and all receivables due from Capital Power to PMRL shall not constitute Eligible Canadian Accounts at any time.

Section 3. Amendments to the Loan Agreement.

(a) The percentage allocation table set forth at the end of the definition of the term “Canadian Fixed Charges” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:



Scheduled cash interest payments for Canadian Borrowers	Scheduled cash interest payments for US Borrowers
80%	20%

(b) The percentage allocation table set forth at the end of the definition of the term “US Fixed Charges” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:



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Scheduled cash interest payments for Canadian Borrowers	Scheduled cash interest payments for US Borrowers
80%	20%

9.4 Annual Projections. No later than thirty (30) days after the beginning of each Fiscal Year, the Borrowers shall deliver to Administrative Agent projected statements of income and cash flow for the Borrowers, for each quarter during such Fiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Administrative Agent.

(d) A new Section 13.16 is hereby added to the Loan Agreement to read as follows:

13.16 Payments on Long Term Debt. Notwithstanding the provisions of Section 13.12, no Borrower will utilize any of the proceeds from the payments received by PMRL from Capital Power L.P. in connection with amending the Genesee JV Agreement to make accelerated payments of principal on any long term debt, except for regularly scheduled principal payments or annual payments of excess cash flow relating to the Fiscal Year ended 2017 and thereafter which are required to be made in accordance with the applicable long term debt documents, without the prior written consent of all of the Lenders, which may not be unreasonably withheld.

(e) Section 14.1 of the Loan Agreement is hereby amended and restated to read as follows:

“14.1 Fixed Charge Coverage.

14.1.1 US Consolidated Fixed Charge Coverage. Westmoreland Parent and its US Subsidiaries shall not permit the ratio of US EBITDA to US Fixed Charges for each period of four consecutive quarters to be less than 0.9:1.0 tested on the last day of each quarter. Notwithstanding the foregoing, (i) solely for the quarterly periods ended March 31, 2017 and June 30, 2017, US Consolidated Fixed Charge Coverage will only be tested to the extent Excess Availability at such quarter end is less than $5,000,000, and (ii) US EBITDA may be increased by (a) the amount of Alternative Minimum Tax Credits, as defined by the U.S. Internal Code, received by the US Borrowers during any period of determination, not to exceed $3,000,000 in the aggregate and (b) the amount of unrestricted cash, free and clear of



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all liens, claims and encumbrances, which is transferred from BP Energy Company to Borrowers’ operating account on deposit with Administrative Agent relating to the ROVA power plant project in an amount not to exceed $10,000,000 at any time.

14.1.2 Canadian Consolidated Fixed Charge Coverage. The Canadian Borrowers shall not permit the ratio of Canadian EBITDA to Canadian Fixed Charges for each period of four consecutive quarters to be less than 0.9:1.0 tested on the last day of each quarter. Notwithstanding the foregoing, solely for the quarterly periods ended March 31, 2017 and June 30, 2017, Canadian Consolidated Fixed Charge Coverage will only be tested to the extent Excess Availability under the Canadian Revolving Loan Commitment at such quarter end is less than $5,000,000. Further, Canadian EBITDA may be increased by the amount of the payments received by PMRL from Capital Power L.P. in connection with amending the Genesee JV Agreement (the “Accelerated Receivable Payment”) in an amount not to exceed $55,000,000 to be allocated equally as an addition to Canadian EBITDA over the subsequent six (6) quarters beginning with the first quarter of fiscal year 2017 and ending with the second quarter of fiscal year 2018; provided that such Accelerated Receivable Payment must be received by April 30, 2017.

14.1.3 Consolidated Fixed Charge Coverage. Westmoreland Parent, its US Subsidiaries and the Canadian Borrowers shall not permit the ratio of Consolidated EBITDA to Consolidated Fixed Charges for each period of four consecutive quarters to be less than 1.10:1.0 tested on the last day of each quarter beginning with the quarterly period ending June 30, 2016. Notwithstanding the foregoing, Consolidated EBITDA may be increased by (i) the amount of Alternative Minimum Tax Credits, as defined by the U.S. Internal Revenue Code, received by the US Borrowers during any period of determination, not to exceed $3,000,000, (ii) the amount of unrestricted cash, free and clear of all liens, claims and encumbrances, which is transferred from BP Energy Company to Borrowers’ operating account on deposit with Administrative Agent relating to the ROVA power plant project in an amount not to exceed $10,000,000 at any time, and (iii) the amount of the payments received by PMRL from Capital Power L.P. in connection with amending the Genesee JV Agreement in an amount not to exceed $55,000,000 to be allocated equally as an addition to Canadian EBITDA over the subsequent six (6) quarters beginning with the first quarter of fiscal year 2017 and ending with the second quarter of fiscal year 2018; provided that such Accelerated Receivable Payment must be received by April 30, 2017.



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Section 4. Effectiveness Conditions. The amendments and other agreements set forth herein shall be effective upon the satisfaction of all of the following conditions precedent, each to the satisfaction of the Administrative Agent in its sole discretion:

(a) Receipt by the Administrative Agent from each of the Lenders, the Administrative Agent and Borrowers, of a counterpart of this Amendment signed on behalf of such party; and

(b) Receipt by the Administrative Agent of such other documents, instruments and certificates as the Administrative Agent shall reasonably request.

Section 5. Representations and Warranties; No Default.

(a) The representations and warranties of the Borrowers set forth in Section 11 of the Loan Agreement shall be deemed made or remade, as applicable, by each Borrower as of the date hereof, and shall be true and correct in all material respects as of the date hereof except to the extent that such representation or warranty expressly relates to a specified earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; and

(b) Each Borrower represents and warrants to the Administrative Agent and the Lenders that (i) the execution and delivery by such Borrower of this Amendment and the performance by it of the transactions herein contemplated (A) are and will be within its organizational powers, (B) have been authorized by all necessary organizational action and (C) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or contract to which such Borrower is a party or by which the property of such Borrower is bound, or be in violation of, result in a breach of, or constitute with due notice and/or lapse of time a default under any such indenture, agreement or contract, which contravention, violation or breach would reasonably be expected to have a Material Adverse Effect or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Borrower (other than Permitted Liens) and (ii) No Default or Event of Default has occurred and is continuing.

Section 6. Affirmation. Except as specifically amended pursuant to the terms hereof, the Loan Agreement and the other Loan Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrowers. Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, there are no claims, counterclaims, offsets or defenses arising out of or with respect to the Obligations. Each Borrower hereby confirms its existing grant to the Administrative Agent, for its benefit and the benefit of the Lenders, of a lien on and security interest in the Collateral. Each Borrower hereby reaffirms that all liens and security interests at any time granted by it to the Administrative Agent, for its benefit and the benefit of the Lenders, continue in full force and effect and secure and shall continue to secure the Obligations. Nothing herein contained is intended to in any manner impair or limit the validity, priority and extent of the Administrative Agent’s existing security interest in and liens upon the Collateral. Any



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and all references to the Loan Agreement in each of the Loan Documents shall be deemed to refer to and include this Amendment.

Section 7. Fees and Expenses. Each Borrower agrees to comply with Section 4.3.4 of the Loan Agreement, in connection with the evaluation, negotiation, preparation, execution and delivery of this Amendment. In addition to the foregoing, the Borrowers agree to pay to the Administrative Agent an amendment fee of $20,000 to be allocated to the Lenders in accordance with their Pro Rata Share of the Commitments

Section 8. Miscellaneous.

(a) Each Borrower hereby agrees to take all such actions and to execute and/or deliver to the Administrative Agent all such documents, assignments, financing statements and other documents as the Administrative Agent may reasonably require from time to time, to effectuate and implement the purposes of this Amendment and the other Loan Documents.

(b) This Amendment shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and their respective successors and (to the extent permitted under the Loan Agreement) assigns. No rights are intended to be created hereunder for the benefit of any third-party donee, creditor or incidental beneficiary.

(c) Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

(d) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(e) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Execution and delivery by facsimile or other electronic transmission shall bind the undersigned. Receipt of an executed signature page to this Amendment by facsimile or other electronic transmission shall constitute effective delivery thereof and shall be deemed an original signature hereunder.

(f) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(g) The terms and conditions of this Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois excluding conflict of laws statutes or common law principles that would result in the application of laws other than the internal laws of the State of Illinois.



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(h) EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THE EXECUTION OR ACCEPTANCE OF THIS AMENDMENT, WAIVES ITS AND THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AMENDMENT, ANY OF THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL.

[SIGNATURE PAGES FOLLOW]



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