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Exhibit 10.46




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TABLE
OF CONTENTS
 Page1.
    
    Definitions
    
    
    12.
    
    Confirmation of Security Interest; Creation of Security Interest
    
    
    23.
    
    Representations, Warranties and Covenants
    
    
    64.
    
    Default
    
    
    85.
    
    Rights and Remedies Upon Default
    
    
    86.
    
    Assignment of Permits; Etc.
    
    
    117.
    
    Security Interest Absolute
    
    
    118.
    
    Agent Appointed Attorney-in-Fact
    
    
    129.
    
    Agent May Perform
    
    
    1210.
    
    Debtor Remains Liable
    
    
    1211.
    
    Reasonable Care
    
    
    1212.
    
    Other Powers
    
    
    1313.
    
    No Duty on Agents Part
    
    
    1314.
    
    Role of Agent
    
    
    1415.
    
    Relation to Other Security Documents
    
    
    1416.
    
    Further Assurances
    
    
    1417.
    
    Notices
    
    
    1518.
    
    Other Remedies
    
    
    1619.
    
    Waiver
    
    
    1620.
    
    Expenses
    
    
    1721.
    
    Time of Essence
    
    
    1722.
    
    Binding Upon Successors
    
    
    1723.
    
    Captions
    
    
    1724.
    
    Governing Law and Jurisdiction
    
    
    1725.
    
    Amendment
    
    
    1826.
    
    Severability
    
    
    1827.
    
    Secured Parties Not Liable
    
    
    1828.
    
    Termination; Release of Pledged Collateral
    
    
    1829.
    
    Limitation of Recourse
    
    
    1830.
    
    Counterparts
    
    
    19
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SECOND AMENDED AND RESTATED ASSIGNMENT  AND SECURITY AGREEMENT
 Security
Agreement Debtor Agent
 WITNESSETH
 Original Credit Agreement
 Original Security Agreement
    Definitions
  Code




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Loan Agreement
 Confirmation of Security Interest; Creation of Security Interest
 Security Interest Collateral
            2




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provided
 3




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Assigned Agreement Assigned Agreements provided
 Rolling Stock
  4




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Permits provided
    Obligations
   5




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Representations, Warranties and Covenants
      6




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7




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Default
 Event of Default
 Rights and Remedies Upon Default
  provided
     8




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9




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10




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Assignment of Permits; Etc
  11




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Security Interest Absolute
     Agent Appointed Attorney-in-Fact
  Agent May Perform
  Debtor Remains Liable
  12




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Reasonable Care
 provided however
  Other Powers
  No Duty on Agents Part
  13




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Role of Agent
  Relation to Other Security Documents
  Further Assurances
   14




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Notices
  15




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bona fide
 If to Debtor:
    
    WESTMORELAND PARTNERSWestmoreland Partnersc/o Westmoreland Energy LLC2 North Cascade AvenueColorado Springs, Colorado 80903Attention: Chief Financial OfficerTelecopy: (719) 448-8098with copy to:
    
    WESTMORELAND PARTNERSc/o Westmoreland Energy LLC2 North Cascade AvenueColorado Springs, Colorado  80903Attention: General CounselTelecopy: (719) 448-8097with copies to:
    
    Westmoreland-Roanoke Valley, L.P.Westmoreland-North Carolina Power, LLC c/oWestmoreland Energy, Inc.300 Preston AvenueFifth FloorCharlottesville, Virginia 22902Attention: Vice President, FinanceTelecopy:          (804) 980-5225If to Agent:Prudential Investment Management, Inc.c/o Prudential Capital Group2200 Ross Avenue, Suite 4200EDallas, TX 75201Attention:  Managing Director, Electric Finance GroupTelephone:                       (214) 720-6272Facsimile:                        (214) 720-6297
 Other Remedies
  16




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Waiver
  Expenses
  Time of Essence
  Binding Upon Successors
  Captions
  17




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Governing Law and Jurisdiction
   Amendment
  Severability
  Secured Parties Not Liable
  Termination; Release of Pledged Collateral
  18




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Limitation of Recourse
  Counterparts
   19




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WESTMORELAND PARTNERS, as DebtorBy:
    Westmoreland-Roanoke Valley, L.P.,as general partnerBy:
    WEI-Roanoke Valley, Inc., as general partnerBy:
    /s/ David J. BlairName:
    David J. BlairTitle:
    CFO & TreasurerPRUDENTIAL INVESTMENT MANAGEMENT, INC., as AgentBy:
    /s/ Timothy M. Laczkowski
    WHBName:
    Timothy M. LaczkowskiTitle:
    Vice President




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[use applicable state form of Notary Block]
 STATE OF TEXAS
    
    
    ))
    
    
    ss.COUNTY OF DALLAS
    
    
    )
 o þ
  /s/ Melanie BrownSignature of Notary Public




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Exhibit A
 PERFECTION CERTIFICATE
 Debtor
 1. Name .
 2. Other Identifying Factors .
 
  Address
    
    County
    
    State
 
 
 state None if the state does
not issue such a number
 
 3. Other Names .
  4. Other Current Locations .
  Address
    
    County
    
    State




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Address
    
    County
    
    State
  Address
    
    County
    
    State
  Name
    
    Mailing Address
    
    County
    
    State
 5. Prior Locations.
  Address
    
    County
    
    State
  Name
    
    Mailing Address
    
    County
    
    State
 2




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6. Fixtures . (including reference to a book and
page number in the applicable recording office and the name of the record owner of the real
property)
 7. Intellectual Property .
 8. Securities; Instruments . (provide name of
issuer, a description of security and value)
 9. Motor Vehicles . (describe each vehicle by make, model and year and indicate for each the state in which
registered and the state in which based)
 Make
    
    Model
    
    Model Year
    
    Registered State
    
    Vehicle Location
 10. Bank Accounts .
 Depositary Bank
    
    Bank Address
    
    Type of Account
    
    Account No.
 11. Commercial Tort Claims .
 3




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IN WITNESS WHEREOF
 WESTMORELAND PARTNERS, as DebtorBy:
    Westmoreland-Roanoke Valley, L.P., as general partnerBy:
    WEI-Roanoke Valley, Inc., as general partnerBy:Name:Title: 4