##### 



Exhibit 10.45




---



##### 



TABLE OF CONTENTS
 PageARTICLE 1
    
    DEFINITIONS
    
    
    1ARTICLE 2
    
    LOANS
    
    
    12.1
    
    Senior Loans
    
    
    12.2
    
    Subordination
    
    
    52.3
    
    Funding and Yield Protection
    
    
    72.4
    
    Repayment
    
    
    92.5
    
    Prepayment
    
    
    122.6
    
    General Terms of Payment
    
    
    132.7
    
    Notes
    
    
    14ARTICLE 3
    
    RESERVED
    
    
    14ARTICLE 4
    
    CONDITIONS TO CLOSING
    
    
    154.1
    
    Conditions Precedent to Closing
    
    
    154.2
    
    Condition Precedent to Funding
    
    
    18ARTICLE 5
    
    REPRESENTATIONS AND WARRANTIES
    
    
    185.1
    
    Organization and Existence
    
    
    185.2
    
    Authority; Enforceability
    
    
    195.3
    
    No Breach
    
    
    195.4
    
    No Default
    
    
    195.5
    
    Compliance with Laws; Governmental Requirements
    
    
    205.6
    
    No Litigation
    
    
    205.7
    
    Titles; Liens
    
    
    205.8
    
    Security Interests
    
    
    205.9
    
    Taxes
    
    
    215.10
    
    Documents
    
    
    215.11
    
    Financial Statements
    
    
    215.12
    
    Projections and Budgets
    
    
    215.13
    
    Disclosure
    
    
    225.14
    
    Transactions with Affiliates
    
    
    225.15
    
    Regulation of Parties
    
    
    225.16
    
    ERISA
    
    
    235.17
    
    Environmental Matters
    
    
    235.18
    
    Federal Reserve Regulations
    
    
    245.19
    
    Investment Company Act
    
    
    245.20
    
    Nature of Business
    
    
    245.21
    
    Foreign Assets Control Regulations, Etc
    
    
    24ARTICLE 6
    
    COVENANTS OF BORROWER
    
    
    246.1
    
    The Accounts
    
    
    246.2
    
    Debt Service Coverage Ratio
    
    
    25
 i




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##### 



TABLE OF CONTENTS
 Page6.3
    
    Maintenance of Existence, Privileges, Etc
    
    
    256.4
    
    Performance of Project Documents
    
    
    256.5
    
    Operation and Maintenance
    
    
    266.6
    
    Operating Logs
    
    
    276.7
    
    Compliance with Laws
    
    
    286.8
    
    Information
    
    
    306.9
    
    Borrowers Bank Accounts
    
    
    346.10
    
    Maintenance of Records; Inspection
    
    
    356.11
    
    Liens
    
    
    356.12
    
    Other Debt; Conditional Sale Contracts
    
    
    366.13
    
    Mergers, Sales of Assets; Permitted Activities
    
    
    376.14
    
    Insurance
    
    
    376.15
    
    Obligations Upon Casualty
    
    
    386.16
    
    Taxes
    
    
    406.17
    
    Additional Provisions Regarding Project Documents
    
    
    416.18
    
    Other Contracts
    
    
    436.19
    
    Additional Documents; Filings and Recordings
    
    
    436.20
    
    Assignment by Borrower
    
    
    446.21
    
    Transactions with Affiliates and Others
    
    
    446.22
    
    Advertising; Press Releases
    
    
    446.23
    
    Costs and Expenses; Indemnity
    
    
    446.24
    
    FERC Compliance
    
    
    45ARTICLE 7
    
    RIGHTS AND REMEDIES OF THE LENDERS
    
    
    457.1
    
    Events of Default
    
    
    457.2
    
    Remedies Upon Event of Default
    
    
    50ARTICLE 8
    
    AGENT AND RELATIONS AMONG LENDERS
    
    
    518.1
    
    Appointment and Cessation
    
    
    518.2
    
    Majority Lenders
    
    
    528.3
    
    Liability and Credit Appraisal
    
    
    528.4
    
    Reliance
    
    
    538.5
    
    Other Banking
    
    
    538.6
    
    Notices and Determinations by Agent
    
    
    538.7
    
    Successor Agent
    
    
    54ARTICLE 9
    
    GENERAL TERMS AND CONDITIONS
    
    
    549.1
    
    Notices
    
    
    549.2
    
    Assignments and Participations
    
    
    559.3
    
    Right of Set-off
    
    
    579.4
    
    Amendments and Waivers
    
    
    579.5
    
    Election of Remedies
    
    
    589.6
    
    Severability
    
    
    58
 ii




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##### 



TABLE OF CONTENTS
 Page9.7
    
    Form and Substance
    
    
    589.8
    
    Limitation on Interest
    
    
    589.9
    
    No Third Party Beneficiary; Integration
    
    
    599.10
    
    Borrower in Control
    
    
    599.11
    
    Number and Gender
    
    
    599.12
    
    Captions
    
    
    599.13
    
    Applicable Law and Jurisdiction
    
    
    599.14
    
    No Recourse
    
    
    619.15
    
    Absence of Fiduciary Relation
    
    
    619.16
    
    Agent as Administrator
    
    
    619.17
    
    Return of Accounts; Release of Liens
    
    
    619.18
    
    Counterparts
    
    
    62
 iii




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##### 



SCHEDULES:2.6
    
    Lender Schedule2.7
    
    Forms of Notes2.7(c)
    
    Form of Commitment Transfer Supplement4.1(o)
    
    Form of Borrowers Closing Certificate4.1(s)
    
    Form of Escrow Agreement5.5
    
    Governmental Requirements5.17
    
    Environmental Matters6.8(c)
    
    Form of Project Summary Information Form6.8(h)(i)
    
    Form of ROVA I Operating Budget6.8(h)(ii)
    
    Form of ROVA II Operating Budget6.8(h)(iii)
    
    Form of Monthly Net Operating Income Report6.8(i)
    
    Form of Monthly Operating Report6.12
    
    Subordination Provisions6.14
    
    Insurance PoliciesEXHIBITS:X
    
    Definitions
 iv




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##### 



Borrower Prudential Lenders Agent
 WITNESSETH
 Original Credit
Agreement
     DEFINITIONS
   LOANS
 Senior Loans
 Senior Loans Tranche A Senior
Loans Tranche B Senior
Loans




---



##### 



Tranche C Senior Loans Tranche C Senior Loans pari passu
 Senior Subordinated Loans Tranche
C Senior Subordinated Loans
 Amendment to Existing Senior Loans
 Tranche A Senior Subordinated Loans
 Tranche B Senior Subordinated Loans
 Senior Subordinated Loans pari passu
 Junior Subordinated Floating Rate Loans Junior Subordinated Loans
 2




---



##### 



Senior Revolving Loans Revolving Loans pari passu
 Request for Purchase Subsequent Closing Date
    3




---



##### 



Interest
  per annum
 per annum
 per annum
 per annum
 per annum
 per annum
    Default Interest per annum
 4




---



##### 



provided
 Fees
 Structuring Fee
 Commitment Fees Commitment Fees
 Subordination
  pari
passu pari passu pari passu
  5




---



##### 



6




---



##### 



Funding and Yield Protection
 provided provided further
   7




---



##### 



provided
     8




---



##### 



per annum
  Repayment
  pro rata
 Tranche A Senior LoanRepayment Date
    
    Principal AmountJuly 31, 2008
    
    $
    850,000.00January 31, 2010
    
    $
    4,100,000.00July 31, 2010
    
    $
    3,950,000.00January 31, 2011
    
    $
    3,600,000.00July 31, 2011
    
    $
    3,275,000.00January 31, 2012
    
    $
    3,450,000.00July 31, 2012
    
    $
    4,150,000.00January 31, 2013
    
    $
    3,200,000.00July 31, 2013
    
    $
    4,250,000.00January 31, 2014
    
    $
    3,780,000.00July 31, 2014
    
    $
    3,780,000.00Total:
    
    $
    38,385,000.00
 pro rata
 9




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##### 



Tranche B Senior LoanRepayment Date
    
    Principal AmountJuly 31, 2008
    
    $
    1,330,000.00January 31, 2009
    
    $
    1,330,000.00July 31, 2009
    
    $
    1,155,000.00January 31, 2013
    
    $
    200,000.00July 31, 2013
    
    $
    125,000.00January 31, 2014
    
    $
    275,000.00January 31, 2015
    
    $
    2,045,000.00July 31, 2015
    
    $
    6,510,000.00Total:
    
    $
    12,970,000.00
 pro rata
 Tranche C Senior LoanRepayment Date
    
    Principal AmountApril 30, 2008
    
    $
    5,962,000.00July 31, 2008
    
    $
    5,750,000.00October 31, 2008
    
    $
    11,460,000.00January 31, 2009
    
    $
    3,325,000.00April 30, 2009
    
    $
    5,475,000.00July 31, 2009
    
    $
    5,475,000.00October 31, 2009
    
    $
    2,275,000.00January 31, 2013
    
    $
    150,000.00April 30, 2013
    
    $
    150,000.00July 31, 2013
    
    $
    100,000.00October 31, 2013
    
    $
    100,000.00January 31, 2014
    
    $
    75,000.00April 30, 2014
    
    $
    75,000.00July 31, 2014
    
    $
    75,000.00October 31, 2014
    
    $
    75,000.00January 31, 2015
    
    $
    200,000.00Total:
    
    $
    40,722,000.00
  pro rata
 10




---



##### 



Tranche A Senior SubordinatedLoan Repayment Date
    
    Principal AmountJanuary 31, 2010
    
    $
    150,000.00January 31, 2011
    
    $
    575,000.00July 31, 2011
    
    $
    575,000.00January 31, 2012
    
    $
    800,000.00January 31, 2013
    
    $
    1,050,000.00January 31, 2014
    
    $
    470,000.00July 31, 2014
    
    $
    470,000.00Total:
    
    $
    4,090,000.00
 pro rata
 Tranche B Senior SubordinatedLoan Repayment Date
    
    Principal RepaymentJanuary 31, 2010
    
    $
    1,155,000.00July 31, 2012
    
    $
    420,000.00January 31, 2013
    
    $
    220,000.00July 31, 2013
    
    $
    100,000.00January 31, 2014
    
    $
    395,000.00January 31, 2015
    
    $
    1,505,000.00Total:
    
    $
    3,795,000.00
 pro rata
 Tranche C Senior SubordinatedLoan Repayment Date
    
    Principal RepaymentApril 30, 2008
    
    $
    2,120,000.00July 31, 2008
    
    $
    1,140,000.00October 31, 2008
    
    $
    510,000.00January 31, 2009
    
    $
    1,715,000.00April 30, 2009
    
    $
    460,000.00July 31, 2009
    
    $
    175,000.00October 31, 2009
    
    $
    900,000.00Total:
    
    $
    7,020,000.00
 Repayment of Junior Subordinated Loans
 11




---



##### 



Repayment of Revolving Loans
 Prepayment
 Optional Prepayments
 pro rata plus
 pro rata
 Mandatory Prepayments
 pro rata
 12




---



##### 



pro rata
 pro rata
 General Terms of Payment
 General
 Priority of Application pro rata
   Non-Banking Day
 13




---



##### 



Agents Calculations
 Notes
 Notes
 Certain Terms of the Notes prima facie
 Registration, Transfer and Exchange of the Notes
   RESERVED
 14




---



##### 



CONDITIONS TO CLOSING
 Conditions Precedent to Closing
  Proof of Authorizing Action
    Loan Instruments
 Title Insurance
 15




---



##### 



Perfected Interests
 Insurance
 EWG Status
 Independent Engineers Report
 Projections
 16




---



##### 



Opinions of Counsel
 No Default
 Representations
 Continued Effectiveness of Project Documents
 No Violation of Law, Etc
 Material Adverse Change
 Closing Certificate of Borrower
 17




---



##### 



Notices to Parties to Project Documents
 Letters of Credit
 Outstanding Notes
 Escrow Escrow
Agreement
 Other Information
 Condition Precedent to Funding
 Funding Date
  REPRESENTATIONS AND WARRANTIES
  Organization and Existence
  18




---



##### 



Authority; Enforceability
  No Breach
  No Default
  19




---



##### 



Compliance with Laws; Governmental Requirements
  No Litigation
  Titles; Liens
  Security Interests
  20




---



##### 



Taxes
  Documents
  Financial Statements
  Projections and Budgets
  21




---



##### 



Disclosure
  Transactions with Affiliates
  Regulation of Parties
 Certificate NCUC Notice
 22




---



##### 



ERISA
  Environmental Matters
  23




---



##### 



Federal Reserve Regulations
  Investment Company Act
  Nature of Business
  Foreign Assets Control Regulations, Etc
     COVENANTS OF BORROWER
 The Accounts
 24




---



##### 



Debt Service Coverage Ratio
  Maintenance of Existence, Privileges, Etc
 Borrower
 Partners
 Performance of Project Documents
 General
 Power Purchase Agreement
 25




---



##### 



Operation and Maintenance
 Operations
 26




---



##### 



Repair and Replacement
 Capital Expenditures
 Operating Logs
  27




---



##### 



Compliance with Laws
 Generally provided
 Compliance with Margin Stock Rules
 Environmental Matters
 28




---



##### 



Changes in Environmental Laws
 29




---



##### 



Information
  Annual Financial Statements
 Quarterly Financial Statements
 Certificate of No Default; Project Summary
 30




---



##### 



Other Financial Statements
 Notice of Default
 Notice of Material Adverse Change
 31




---



##### 



Reports Regarding Governmental Authorities
 Operating Budget
 32




---



##### 



Reports from Operator
 Power Purchase Agreements
 Cash Flow Projections
 Casualty or Condemnation
 Notices
 33




---



##### 



Disputes and Litigation
 ERISA Events provided however
 Additional Information provided
 Borrowers Bank Accounts
  34




---



##### 



Local Bank Accounts provided
 Maintenance of Records; Inspection
 Maintenance of Records
 Inspection
 Liens
 Permitted Liens
    35




---



##### 



provided
 provided
    Other Debt; Conditional Sale Contracts
 Other Debt
    provided
 Conditional Sale Contracts
 36




---



##### 



Guarantees
 Mergers, Sales of Assets; Permitted Activities
 Merger; Sales of Assets
 Other Business
 Chief Executive Office, Place of Business provided
 Fiscal Year
 Insurance
  37




---



##### 



Obligations Upon Casualty
 Proceeds
     38




---



##### 



Certificate
      39




---



##### 



Taxes
  40




---



##### 



Additional Provisions Regarding Project Documents
 Step-In Rights
 Energy Services Agreement; Extension
 Water Service Agreement
 Ash Disposal Agreement
 Lime Supply and Transportation Agreements
 41




---



##### 



Rail Transportation Agreement
 Coal Supply Agreements provided
 42




---



##### 



Other Contracts
 Additional Contracts
 Project Document Amendment, Termination, Waiver, Etc
 Acquisition of Property
 Additional Documents; Filings and Recordings
  43




---



##### 



Assignment by Borrower
  Transactions with Affiliates and Others
 provided
 Advertising; Press Releases
  Costs and Expenses; Indemnity
 Costs and Expenses
 44




---



##### 



Indemnification Indemnified
Party
 Survival
 FERC Compliance
  RIGHTS AND REMEDIES OF THE LENDERS
 Events of Default
  Non-Payment
 45




---



##### 



Breach of Loan Covenants
 Breach of Other Covenants
 Misrepresentations
 Failures Under Project Documents, Etc provided
 46




---



##### 



Non-Maintenance of Governmental Requirements
 Modifications of Governmental Requirements provided
 Escrow
 Debtor Relief Events
   47




---



##### 



provided
     48




---



##### 



Dissolution of Borrower; Others
 Transfer of Collateral
 Diminution of Property Rights
 Impairment of Security Interests
 Partnership Legal Proceedings provided
 49




---



##### 



Maintenance of Agent
 Transfer of Interests
 Breach or Default With Respect to Coal Supply Guarantor
 VEPCO Letters of Credit
 Remedies Upon Event of Default
 Right to Cure provided
 Foreclosure
 50




---



##### 



pro rata
 Agent Attorney-in-Fact
 Enforcement Costs and Expenses
  AGENT AND RELATIONS AMONG LENDERS
 Appointment and Cessation
  51




---



##### 



Majority Lenders
 provided
 Liability and Credit Appraisal
  52




---



##### 



Reliance
  Other Banking
  Notices and Determinations by Agent
 Notice of Interest and Payments
 Records as to Collateral
 Agents Share of Collateral pro rata
 53




---



##### 



Borrowers Reliance
 Successor Agent
   GENERAL TERMS AND CONDITIONS
 Notices
 bona fide
 54




---



##### 



provided
 Assignments and Participations
 Additional Lenders Purchasing Lender provided
 55




---



##### 



Participations Participant provided provided provided
 Confidentiality
 56




---



##### 



provided provided further
 Right of Set-off
 provided
 Amendments and Waivers
 provided
 57




---



##### 



Election of Remedies
  Severability
  Form and Substance
  Limitation on Interest
  58




---



##### 



No Third Party Beneficiary; Integration
  Borrower in Control
  Number and Gender
  Captions
  Applicable Law and Jurisdiction
 Applicable Law
 New York
 59




---



##### 



Process Agent
   Other Jurisdictions
 60




---



##### 



Waiver of Trial by Jury
 No Recourse
 provided
 Absence of Fiduciary Relation
  Agent as Administrator
  Return of Accounts; Release of Liens
  61




---



##### 



Counterparts
   62




---



##### 



PRUDENTIAL INVESTMENT MANAGEMENT, INC., as AgentBy:
    /s/ Timothy M. Laczkowski
    WHBName:
    Timothy M. LaczkowskiTitle:
    Vice PresidentTHE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as LenderBy:
    /s/ Timothy M. Laczkowski
    WHBName:
    Timothy M. LaczkowskiTitle:
    Vice PresidentWESTMORELAND PARTNERS,
as BorrowerBy: Westmoreland-Roanoke Valley, L.P.,
       as general partnerBy: WEI-Roanoke Valley, Inc.,
       as general partnerBy:
    /s/ David J. BlairName:
    David J. BlairTitle:
    Chief Financial Officer 63




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.
    
    [Date]$
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.
    
    [Date]$
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.
    
    [Date]$
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.
    
    [Date]$
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No. 
$
    
    [Date]
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.
    
    [Date]$
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.$
    
    [Date]
   Notes Agreement




---



##### 



4




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 5




---



##### 



Amount of PrincipalAmount
    
    Paid
    
    Balance of Principal
    
    NotationDate
    
    of Loan
    
    or Prepaid
    
    Unpaid
    
    Made By:




---



##### 



SCHEDULE 2.7
 WESTMORELAND PARTNERS
  No.
    
    [Date]$
 Borrower
  Notes Agreement




---



##### 



WESTMORELAND PARTNERSBy:
    WESTMORELAND-ROANOKE VALLEY, L.P. as general partnerBy:
    WEI-ROANOKE VALLEY, INC., as general partnerBy:Name:
    David J. BlairTitle:
    Chief Financial Officer 2




---



##### 



EXHIBIT X  DEFINITIONS
 Accounts
 Additional Deed of Trust
 Additional Deed of Trust (2008)
 Affiliate
 Agent
 Agreement
 Amendment Execution Date
 Ash Disposal Agreement




---



##### 



Ash Disposer
 Ash Reserve Account
 Assumption Agreement
 Authority
 Authorized Officer
 Banking Day
 Base Rate per annum per ex annum
 Borrower
 Calculation Delivery Date provided
 Called Principal
 2




---



##### 



Capacity Charges
 Cash Expenses
 Cash Revenues
 CERCLA et seq
 Certificate
 Closing Date
 Coal Supplier
 Coal Supply Guarantor
 Code
 Collateral
 Commitment Fees
 Commitment Transfer Supplement
 Consol Energy
 Consol Kentucky
 Contingency Account
 Debt
 3




---



##### 



Debt Protection Accounts
 Debt Protection Letter of Credit
 Debt Service
 Debtor Relief Law
 Deed of Trust Trustee
 Deeds of Trust
 Default
 Default Interest Rate per annum per annum
 Deposit Agreement
 Depositary
 4




---



##### 



Disallowance
 Disallowance Reserve Account
 Discounted Value
 Discretionary Cash Flow
 Easement Agreements
 Eligible Facility
 Energy Services Agreement
 Environmental Consultant
 Environmental Requirements et seq et seq et seq et seq et seq et seq
 5




---



##### 



ERISA
 ERISA Affiliate
 Escrow Agreement
 Event of Default
 EWG
 Facilities
 Facilities Operating Budget
 Federal Funds Rate per annum
 FERC
 Financial Statements
 Financing Statements
 6




---



##### 



Fixed Rate Loans
 Floating Rate Interest Payment Date
 Floating Rate Interest Period
 FPA
 Funding Date
 General Partner Security Agreement
 GNP Deflator
 Governmental Authority
 Governmental Requirements
 7




---



##### 



Gross Revenues
 Hazardous Material
 Independent Engineer
 Ineligible Assignee
 Insurance Advisor
 Insurance Policies
 Interest Payment Date
 Interest Rate
 Junior Subordinated Loans
 8




---



##### 



Junior Subordinated Obligations
 Junior Subordinated Loan Floating Rate per annum
 KCCC
 Law
 Lender Schedule
 Lenders
 Letters of Credit
 LIBOR
 Lien
 Lime Supplier
 Lime Transportation Agreement
 9




---



##### 



Loan Instruments
 Loans
 Local Bank Accounts
 Majority Lenders
 Maturity Date
 MBR Authority
 Moodys
 Multiemployer Plan
 Net Revenues
 NFCC
 Notes
 10




---



##### 



Obligations
 Obligor
 Operating Budget
 Operating Contract
 Operating Costs
 Operator
 Original Closing Date
 Original Deed of Trust
 Participant
 Partner Parents
 Partners
 11




---



##### 



Partnership Agreement
 PBGC
 Permitted Contract provided provided further provided provided
 Permitted Investments
 12




---



##### 



provided provided provided further
 Permitted Liens
 Person
 Plan
 Plant Aging Allowance Amount
 Calendar Year
    
    Allowance for Plant AgingThrough 1998
    
    $
    01999
    
    $
    366,0002000
    
    $
    57,0002001
    
    $
    89,0002002
    
    $
    123,0002003
    
    $
    160,0002004
    
    $
    295,0002005
    
    $
    242,0002006
    
    $
    288,0002007
    
    $
    338,0002008
    
    $
    389,0002009
    
    $
    1,746,0002010
    
    $
    764,0002011
    
    $
    1,103,0002012
    
    $
    1,472,0002013
    
    $
    1,866,0002014
    
    $
    02015
    
    $
    0
 Pledged Interests
 13




---



##### 



Project Control Account
 Project Documents
 Property
 Pro Rata Share
 Prudential
 PUHCA
 Purchasing Lender
 PURPA
 Quarterly Date
 Rail Transportation Agreement
 Railroad
 14




---



##### 



Rate Sub-Account
 Reinvestment Yield
 Release
 Remaining Average Life
 Remaining Cash Flow
 Remaining Scheduled Payments
 Repair and Maintenance Account
 Repayment Date provided
 15




---



##### 



Reportable Event
 Request for Purchase
 Required Ash Reserve Balance
 Required Debt Protection Balance
 Required Disallowance Balance
 Required Disallowance Funding
 Required Maintenance Balance
 Revolving Loan Interest Rate
 Revolving Loans
 Rova I Cash Expenses inter alia
 Rova I Coal Subcontract
 Rova I Coal Subcontract Guaranty
 16




---



##### 



Rova I Coal Supply Agreement
 Rova I Coal Supply Guaranty
 Rova I Contingency Account
 Rova I Disallowance
 Rova I Facility
 Rova I Letter Agreement
 Rova I Letter of Credit
 Rova I Lime Railcar Lease Agreement
 Rova I Lime Supply Agreement
 Rova I Net Revenues
 17




---



##### 



Rova I Operating Budget
 Rova I Operating Costs inter alia
 Rova I Power Purchase Agreement
 Rova I Project Documents
 Rova I Subcontractor Default
 Rova I Three Party Agreement
 18




---



##### 



Rova II Cash Expenses inter alia
 Rova II Coal Subcontract
 Rova II Coal Subcontract Guaranty
 Rova II Coal Supply Agreement
 Rova II Coal Supply Guaranty
 Rova II Contingency Account
 Rova II Disallowance
 Rova II Facility
 Rova II Letter of Credit
 19




---



##### 



Rova II Lime Supply Agreement
 Rova II Net Revenues
 Rova II Operating Budget
 Rova II Operating Costs inter alia
 Rova II Power Purchase Agreement
 Rova II Project Documents
 20




---



##### 



S&P
 Secured Parties
 Security Agreement
 Security Documents
 Senior Debt Service Coverage Ratio
 Senior Loans
 Senior Obligations
 Senior Subordinated Loans
 Senior Subordinated Obligations
 Settlement Date
 21




---



##### 



Standby Letter of Credit Agreement
 Steam Host
 Steam Host Guarantor
 Steam Host Guaranty
 Step-In Rights Agreement
 Subject Coal
 Subsequent Closing Date
 Taxes
 Title Company
 Title Insurance
 22




---



##### 



Total Debt Service Coverage Ratio
 Tranche A Senior Loans
 Tranche B Senior Loans
 Tranche C Senior Loans
 Tranche A Senior Subordinated Loans
 Tranche B Senior Subordinated Loans
 Tranche C Senior Subordinated Loans
 Transfer/Withdrawal Instructions
 Unacceptable Coal
 Venture Management Agreement
 VEPCO Cash Collateral Account
 Virginia Power
 Virginia Power Mortgage
 23




---



##### 



Virginia Power Subordination Agreement
 Water Project
 Water Service Agreement
 WCSC
 Westmoreland Energy
 Yield-Maintenance Premium
 24