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THOMA$ K. AMSTE R, GOIOMAN, SACHS Ft, CO. 2 <br />AUGUSY so, zone <br />Energy Co. Should the Company select eithFS the WCC or the NAC proposal, or a <br />portion of the WCC proposal as above, we would be open to alternate parktering <br />arrangements suggested by the Company. <br />Iu making these proposals, WCC and NAC seek to increase our investment in states <br />where we cvn~ently own coal operations - WCC at Westmoreland Resoutnes, Tnc. attd <br />the Savage mine (currently being acquired) iu Montana and NAG at operations inthe <br />Gulf Coast states of Texas, Louisiana, amd Mississippi. We believe that the basis for our <br />interest in and plans for managing the Coal Easiness, as described in tb{e attachlmtents to <br />this letter, meet the Company's key objectives of preserving employment and supporting <br />' the local communities. f <br />Attached are the following items: <br /> <br />Individual proposals by WCC and NAC for the respective Coal Business certifies <br />• WCC Tax Advantaged Alternative Proposal . <br />• WCC mazk uP to the draft Stock Purchase Agreement <br />• Letter from PNC Capital Markets to WCC regarding financing for this transaction <br />• List of outstanding WCC andNAC due diligence information requests to the <br />Company <br />Upon the completion of yew review of this and other proposals, we look forward to your <br />favorable response. In the meantime, please do not hesitate to contact us with questions <br />or for clarificapions. Any agreements involving WCC, NAC and the Company will be <br />binding upon the parries only after the execution and delivery o~ and orily in accordance <br />with, the tams and Conditions contained in, tnumally acceptable definitive written <br />agreements between each of WCG, NAC, and the Gotupany vtd the approval of their <br />respective Boards ofDirectors. <br />Sincerely, Sincerely, <br />~l~ ~.~, .~ ~~ <br />Todd A. Myers Herschell A. Cashion <br />VicePresidrnt--lSusinessDcrelopmeat 9r, Vicel'cesidcnt-HusutcssDevelopmcut <br />Westmoreland Coal Co. The North American Coal Corp. <br />Attachments <br />Cc: ChrietopherK, Seglem, Chairm,~lri, CBO, and 1'reaident, WCC <br />Clifford 1L Miereort, CEO and President, NAC ~ <br />Q/1249 <br />bll ri iN ' Pl1 11:77 oy~7 Zcai . ram, Dnr.C n-a <br />50 39tld Wflltll WIL' 65i09b86SL 55~bL L00Z/9I/E0 <br />