Energy Mining Company in Colorado

Sale of substantially all of assets of the Westmoreland Coal Company, et al., which includes:

• Either (A) 100% of Westmoreland Coal Company’s limited partnership equity interests in Westmoreland Canadian Investments, LP and 100% of Westmoreland Coal Company’s equity in Westmoreland Canada, LLC or (B) 100% of WCC Holding, B.V.’s equity interests in Westmoreland Canada Holdings, Inc., as determined by the First Lien Lenders;
• Substantially all of the assets owned by the San Juan Sellers and used in the San Juan Business as specifically identified in the Stalking Horse Purchase Agreement, including the San Juan Assumed Contracts;
• Substantially all of the assets owned by the Colstrip Seller and used in the Colstrip Business as specifically identified in the Stalking Horse Purchase Agreement, including the Colstrip Assumed Contracts;
• Certain additional assets of the Overhead Sellers that relate to the Overhead Function as specifically identified in the Stalking Horse Purchase Agreement, including all encumbered cash and cash equivalents (whether restricted or unrestricted) in excess of the WCC Cash Threshold (as defined below), but excluding restricted cash in respect of reclamation obligations which are Excluded Liabilities;
• All commercial tort claims and claims that may constitute commercial tort claims (known and unknown); and
• All of the rights and claims of any WLB seller against any contractual counterparty to the Core Assets for preference or avoidance actions available to the WLB Debtors under the Bankruptcy Code, of whatever kind or nature, including those set forth in sections 544 through 551 and any other applicable provisions of the Bankruptcy Code, against any contractual counterparty to the Core Assets asserting claims against any of the WLB Debtors, and any related claims and actions arising under such sections by operation of law or otherwise, including any and all proceeds of the foregoing.