AMENDMENT NO. 6 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND UNANIMOUS CONSENT

Construction Loan Agreement

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CREDIT SUISSE FIRST BOSTON, | THE FUJI BANK LIMITED, | THE SUMITOMO BANK, LIMITED,

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Title: AMENDMENT NO. 6 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT AND UNANIMOUS CONSENT
Governing Law: New York Date: 11/6/2006

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Exhibit 10.11

Exhibit 10.11

EXECUTION COPY

AMENDMENT NO. 6 TO AMENDED AND RESTATED
CONSTRUCTION AND TERM LOAN AGREEMENT
AND UNANIMOUS CONSENT

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 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) and (vi) CREDIT SUISSE FIRST BOSTON, as Agent for the Lenders, the Institutional Lenders and the Issuing Bank (together with its successors in such capacity).

W I T N E S S E T H :

WHEREAS, the Amended and Restated Construction and Term Loan Agreement, dated as of December 1, 1993 as amended by Amendment No. 1 dated as of November 4, 1994, Amendment No. 2 dated as of December 30, 1994, Amendment No. 3 dated as of January 31, 1995, Amendment No. 4 dated as of October 19, 1995, and Amendment No. 5 dated as of August 23, 2000 each among Borrower, the Lenders, the Institutional Lenders, the Issuing Bank, the Co-Agents and Agent and the letter agreement, dated July 20, 1999, from Credit Suisse First Boston as Agent, as Issuing Bank, as Co-Agent and as Securities Intermediary, and acknowledged and agreed to by the Borrower, the Lenders, the Institutional Lenders and the Institutional Agent (collectively, the "Credit Agreement") sets forth, among other things, the terms and conditions upon which the Lenders and the Institutional Lenders are willing to make available to Borrower certain Loans and Institutional Loans (unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (including Exhibit X thereto) shall have the meanings indicated therein); and

WHEREAS, Borrower, the Lenders, the Institutional Lenders, Institutional Agent, the Issuing Bank, the Co-Agents and Agent desire to amend the Credit Agreement as provided herein;

WHEREAS, the letter agreement referred to in the first paragraph of this preamble, dated as of July 20, 1999 (the "Letter Agreement"), established the CSFB-Westmoreland-LG&E Roanoke I & II Account as defined therein (the "Roanoke Account");

WHEREAS, (a) Borrower and Virginia Power desire to amend and restate the Rova I Power Purchase Agreement and the Rova fi Power Purchase Agreement (collectively, the "Rova Power Purchase Agreements") and (b) Borrower desires to apply the Settlement Proceeds (as defined below) in the manner set forth herein, and Borrower has requested the consent of the Lenders, Institutional Lenders, Institutional Agent, Issuing Bank, Co-Agents and Agent thereto; and

WHEREAS, Borrower, the Lenders, Institutional Lenders, Institutional Agent, Issuing Bank, Co-Agents and Agent desire to amend the Credit Agreement as provided herein in connection with the granting of such consent to Borrower.

NOW, THEREFORE, it is agreed:

Section 1. Amendments. Subject to the limitations contained in Section 4 hereof, the Credit Agreement is hereby amended as follows:

(a) Exhibit X is hereby amended by inserting the following definition in the appropriate alphabetical order:

(i) "Amendment No. 6 to Credit Agreement" means Amendment No. 6 to the Amended and Restated Construction and Term Loan Agreement and Unanimous Consent, dated as of November 21, 2000, among Borrower, the Lenders, the Institutional Lenders, Institutional Agent, the Issuing Bank, the Co-Agents and Agent.

(b) Exhibit X is hereby further amended as follows:

(i) The definition of "Combined Debt Service Coverage Ratio" is amended and restated in its entirety as follows:

"Combined Debt Service Coverage Ratio" means, for any period with respect to which a calculation is to be delivered to Agent under the Credit Agreement, (i) if the Calculation Delivery Date therefor occurs (x) prior to June 15, 2009 or (y) after June 15, 2011, the ratio of (a) the sum of Rova I Net Revenues for such period plus Rova U Net Revenues for such period to (b) the sum for such period of the items referred to in clauses (a), (b), (c) and (d) of the definitions of "Tranche A Debt Service" and "Tranche B Debt Service" set forth in the Credit Agreement, as calculated by Borrower and approved as set forth in the definitions of "Tranche A Debt Service Coverage Ratio" and of "Tranche B Debt Service Coverage Ratio", respectively, and (ii) if the Calculation Delivery Date therefor occurs (x) on or after June 15, 2009 but on or prior to June 15, 2011, a ratio to be calculated in the same manner as in clause (i) of this definition except that when making such calculation, the appropriate amount indicated below shall be added to the sum obtained pursuant to sub-clause (a) of clause (i) above for such ratio delivered by Borrower to Agent on each of the following Calculation Delivery Dates:


June 15, 2009	$3,350,000
December 15, 2009	$6,700,000
June 15, 2010	$4,850,000
December 15, 2010	$3,000,000
June 15, 2011	$1,500,000;

provided, however that if any Event of Default has occurred and is continuing on any Calculation Delivery Date, such ratio shall be calculated in the same manner as in clause (i) of this definition."

(ii) The definition of "Combined Projected Debt Service Coverage Ratio" is amended and restated in its entirety as follows:

"Combined Projected Debt Service Coverage Ratio" means, for any period with respect to which a calculation is to be delivered to Agent under the Credit Agreement, (i) if the Calculation Delivery Date therefor occurs (x) prior to December 15, 2008 or (y) after June 15, 2010, the ratio of (a) the sum of Projected Rova I Net Revenues during such period plus Projected Rova II Net Revenues during such period to (b) the sum of Projected Tranche A Debt Service for such period plus Projected Tranche B Debt Service for such period, as calculated by Borrower and approved as set forth in the definitions of "Projected Tranche A Debt Service Coverage Ratio" and "Projected Tranche B Debt Service Coverage Ratio", respectively, and (ii) if the Calculation Delivery Date therefor occurs (x) on or after December 15, 2008 but on or prior to June 15, 2010, a ratio calculated in the same manner as in clause (i) of this definition except that when making such calculation, the appropriate amount indicated below shall be added to the sum obtained pursuant to sub-clause (a) of clause (i) above for such ratio delivered by Borrower to Agent on each of the following Calculation Delivery Dates:


December 15, 2008	$3,350,000
June 15, 2009	$3,350,000
December 15, 2009	$1,500,000
June 15, 2010	$1,500,000;

provided, however that if any Event of Default has occurred and is continuing on any Calculation Delivery Date, such ratio shall be calculated in the same manner as in clause (i) of this definition."

"provided, however, that on the first Repayment Date in each of the calendar years 2004 and 2009, the amount withdrawn and transferred for deposit in the Repair and Maintenance Account shall be an amount equal to the difference between (x) the Required Maintenance Balance less (y) the then-current balance in the Repair and Maintenance Account;"

(d) Section 6.1(c)(vii) is hereby amended by inserting the following clause (C) immediately after the semicolon at the end of clause (B) appearing in such Section:

"and (C) third, on each Repayment Date that is a Quarterly Date in January and each Repayment Date that is a Quarterly Date in July, commencing on January 1, 2002 through and including July 31, 2008, withdraw an amount equal to $550,000 to be deposited into the Debt Protection Account, except that on any such Repayment Date no such withdrawal shall be made if Borrower has, pursuant to this Section 6. l(c)(vii)(C), delivered to Agent a Debt Protection Letter of Credit in a face amount of $550,000 (or amended an existing Debt Protection Letter of Credit so as to increase it by such an amount) which shall satisfy all of the requirements and afford Agent all of the rights applicable to Debt Protection Letters of Credit set forth in Section 6.1(f) hereof, together with such corporate documents, legal opinions and other documents and information which the Agent may reasonably request; provided, that, the provision of Section 6.1(f) limiting the number of Debt Protection Letters of Credit that may be outstanding to three such letters of credit at any one time shall not apply to Debt Protection Letters of Credit delivered pursuant to this Section 6.1(c)(vii)(C);".

(e) Section 6.1(d) (Ash Reserve Account) is hereby amended by inserting the parenthetical "(i)" immediately after the title to such Section and prior to the first sentence thereof and by inserting a new sub-clause (ii) immediately prior to the period appearing at the end of such Section as follows:

"and (ii) Notwithstanding any provision in this Agreement or any of the Loan Instruments to the contrary, including Section 6.1(d)(i) hereof, commencing upon the effective date of Amendment No. 6 to Credit Agreement:

(A) the Ash Reserve Account shall be funded pursuant to Section 6.1(c)(ii) hereof up to a maximum amount of $600,000 and such amount shall be considered the "Required Ash Reserve Balance", provided, that, in the event that any of the funds held in the Ash Reserve Account are used pursuant to Section 6.1(d)(ii)(B) below, such maximum amount shall immediately increase to $ 1,000,000 and the term "Required Ash Reserve Balance" shall revert to the meaning given such term in Section 6.1(d)(i) above; and

(B) The Lenders and Institutional Lenders shall be entitled to use the funds in the Ash Reserve Account to satisfy payment obligations of Borrower under the Loan Instruments after (1) distributing funds from the Additional Collateral Account for such purpose pursuant to Section 6.1(g) below; and (2) using the funds in the Debt Protection Account for such purpose pursuant to Section 6.1(f) below; provided, that, in the event that the Borrower receives written notice from the Independent Engineer that a new Ash Monofill (as defined in the Ash Disposal Agreement) will be required for the Facilities, immediately upon the receipt of such notice by Borrower, and thereafter, (x) the funds in the Ash Reserve Account shall no longer be used as provided in this Section 6.1(d)(ii)(B), (y) the maximum amount to which the Ash Reserve Account shall be funded shall increase to $1,000,000, and (z) the term "Required Ash Reserve Balance" shall revert to the meaning given such term in Section 6.1(d)(i) above."