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Exhibit 10.5
AMENDMENT NO. 1 TO AMENDED AND
RESTATED
CONSTRUCTION AND TERM LOAN AGREEMENT
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, as Agent for the Lenders, the Institutional Lenders
and the issuing Bank.
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 (the "Credit Agreement"), among Borrower, the
Lenders, the Institutional Lenders, the Issuing Bank, the Co-Agents
and Agent 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, terms used herein and defined in
the Credit Agreement shall have the meanings indicated in the
Credit Agreement, and, unless otherwise specified herein,
references to any "Article" or "Section" shall refer to the
appropriate article or section of the Credit Agreement); and
WHEREAS,
Borrower, the Lenders, the Institutional Lenders, the Issuing Bank,
the Co-Agents and Agent desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE,
IT IS AGREED:
Section
1. Amendment . Subject to the
limitations contained in Section 2 hereof, the Credit Agreement
shall be amended as follows:
The first
sentence of Section 7.l(j) is hereby amended (i) by inserting a
comma in place of "or" in the third line thereof; and (ii) by
adding "or WEI" immediately after "KCCC" in the third line
thereof.
Section
2. Limitations . Except as
expressly pr
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