FINANCING AGREEMENT Dated as of December 31, 2014 by and among OXFORD MINING COMPANY, LLC and ANY OTHER PARTIES HEREAFTER JOINED IN SUCH CAPACITY,Financing Agreement • January 7th, 2015 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • New York
This Financing Agreement, dated as of December 31, 2014, is entered into by and among Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Parent"), Oxford Mining Company, LLC, an Ohio limited liability company ("Oxford Mining"; and together with each other Person that executes a joinder agreement in the form of Exhibit A and becomes a "Borrower" hereunder, each a "Borrower" and collectively the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guarantees all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), U.S. Bank National Association ("U.S. Bank"), as collateral agent for the Lenders (in such capacity, together with its successors
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTMORELAND RESOURCE PARTNERS, LPAgreement • March 6th, 2015 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTMORELAND RESOURCE PARTNERS, LP, dated as of December 31, 2014, is by and among Westmoreland Resources GP, LLC, a Delaware limited liability company, as the General Partner, and AIM Oxford, C&T Coal and any other Persons who now are or hereafter become Partners in the Partnership or parties hereto as provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2013 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 24, 2013 (the “Effective Date”) by and between Oxford Resources GP, LLC, a Delaware limited liability company (“Company”), and Charles C. Ungurean (“Executive”).
AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND BETWEEN WESTMORELAND COAL COMPANY AND WESTMORELAND RESOURCE PARTNERS, LP July 31, 2015Contribution Agreement • August 4th, 2015 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Delaware
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (as it may be further amended, modified or amended and restated from time to time, this “Agreement”), dated as of July 31, 2015, is made and entered into by and between Westmoreland Coal Company, a Delaware corporation (“Contributor”), and Westmoreland Resource Partners, LP, a Delaware limited partnership (the “Partnership”). Contributor and the Partnership are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OXFORD RESOURCES GP, LLC A Delaware Limited Liability Company Effective January 1, 2011Limited Liability Company Agreement • January 4th, 2011 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Oxford Resources GP, LLC (the “Company”), is made and entered into effective at 12:01 a.m. eastern time on January 1, 2011 (the “Effective Time”), by and among AIM Oxford Holdings, LLC, a Delaware limited liability company (“AIM Oxford”), C&T Coal, Inc., an Ohio corporation (“C&T Coal”) and the Executives (as defined below).
EMPLOYEE UNITHOLDER AGREEMENTEmployee Unitholder Agreement • April 21st, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware
THIS EMPLOYEE UNITHOLDER AGREEMENT (this “Agreement”) is made and entered into this 1st day of December 2008, by and among OXFORD RESOURCE PARTNERS, LP, a Delaware limited partnership (the “Partnership”), OXFORD RESOURCES GP, LLC, a Delaware limited partnership and the sole general partner of the Partnership (the “General Partner” and, collectively with the Partnership, the “Partnership Parties”), and the individual executing this Agreement as of the date hereof (the “Employee”). Capitalized terms used in this Agreement (including the Exhibits and Schedules) but not defined in the body of this Agreement are defined in Exhibit A.
LOAN AND SECURITY AGREEMENT dated as of October 23, 2015 among THE PRIVATEBANK AND TRUST COMPANY, as Administrative Agent and Sole Lead Arranger, ANDLoan and Security Agreement • October 29th, 2015 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Illinois
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this 23rd day of October, 2015 by and among the financial institutions that are or may from time to time become parties hereto (together with their respective assigns, the “Lenders”), THE PRIVATEBANK AND TRUST COMPANY, as Administrative Agent and Sole Lead Arranger (in such capacity, “Administrative Agent” and in its individual capacity, “PrivateBank”), 120 South LaSalle Street, Suite 200, Chicago, Illinois 60603, and each of WESTMORELAND RESOURCE PARTNERS, LP, a Delaware limited partnership (“WMLP” or the “Parent”), OXFORD MINING COMPANY, LLC, an Ohio limited liability company (“Oxford Mining”), HARRISON RESOURCES, LLC, an Ohio limited liability company (“Harrison”), OXFORD MINING COMPANY-KENTUCKY, LLC, a Kentucky limited liability company (“Mining Kentucky”), DARON COAL COMPANY, LLC, an Ohio limited liability company (“Daron”), OXFORD CONESVILLE, LLC, an Ohio limited liabi
Re: Coal Purchase and Sale Agreement No. 10-62-04-900, dated as of May 21, 2004, as amended, between American Electric Power Service Corporation, as agent for Columbus Southern Power Company (“Buyer”), and Oxford Mining Company, Inc. (“Seller”)...Oxford Resource Partners LP • June 25th, 2010 • Bituminous coal & lignite surface mining
Reference is made to the above referenced Coal Purchase and Sale Agreement, as amended, (the “Agreement”) under which Seller is supplying coal to Buyer and to Seller’s letter dated December 17, 2009 notifying Buyer of change in Seller’s address.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OXFORD RESOURCES GP, LLCLimited Liability Company Agreement • June 25th, 2013 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware
This First Amendment to Third Amended and Restated Limited Liability Company Agreement of Oxford Resources GP, LLC (this “Amendment”) is made and entered into as of June 24, 2013 by and among Members holding a Majority Interest and the Holders (as defined in this Amendment), for the purpose of amending the Third Amended and Restated Limited Liability Company Agreement of Oxford Resources GP, LLC dated January 1, 2011 (the “LLC Agreement”). Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement.
EXCHANGE AGREEMENTExchange Agreement • November 1st, 2016 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into to be effective for all purposes as of October 28, 2016 (the “Exchange Closing Date”), by and between Westmoreland Resource Partners, LP, a Delaware limited partnership (the “Partnership”), and Westmoreland Coal Company, a Delaware corporation (“WCC”).
ASSET PURCHASE AGREEMENT among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and CCU COAL AND CONSTRUCTION, LLC as PURCHASER Dated as of February 1, 2019Asset Purchase Agreement • February 7th, 2019 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Delaware
This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 1, 2019, by and among CCU Coal and Construction, LLC, an Ohio limited liability company ("Purchaser"), Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Company" and a "Seller") and the directly and indirectly wholly owned subsidiaries of the Company party hereto (each a "Seller" and collectively with the Company, "Sellers").
Re: Coal Supply Agreement No. 10-62-04-900, dated as of May 21, 2004, as amended, between American Electric Power Service Corporation, as agent for Columbus Southern Power Company (“Buyer”), and Oxford Mining Company, LLC (formerly Oxford Mining...Oxford Resource Partners LP • June 25th, 2010 • Bituminous coal & lignite surface mining
Reference is made to the above referenced Coal Supply Agreement, as amended, (the “Agreement”) under which Seller is supplying Coal to Buyer. Buyer and Seller hereby agree to amend the Agreement effective as of January 1, 2009 as follows:
Oxford Resources Partners, LP Long-Term Incentive Plan Grant of Phantom UnitsOxford Resource Partners LP • June 9th, 2010 • Bituminous coal & lignite surface mining • Delaware
8,750,000 Common Units OXFORD RESOURCE PARTNERS, LP Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • New York
Barclays Capital Inc. Citigroup Global Markets Inc., As Representatives of the several Underwriters named in Schedule 1 attached hereto
Oxford Resource Partners, LP Amended and Restated Long-Term Incentive Plan Award Agreement for Grant of Phantom UnitsOxford Resource Partners LP • March 14th, 2012 • Bituminous coal & lignite surface mining • Delaware
AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • March 18th, 2019 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • New York
WHEREAS, Oxford Mining, each other Person that executes a joinder agreement and becomes a "Borrower" thereunder (each a "Borrower" and collectively the "Borrowers"), the Existing Guarantors (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guarantees all or any part of the Obligations, each a "Guarantor" and collectively, the "Guarantors"), the Agents and the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders") have entered into that certain Financing Agreement dated as of December 31, 2014, as amended by that certain Amendment No. 1 to Financing Agreement dated March 13, 2015 (as amended and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"; capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Financing Agreement); and
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. COAL PURCHASE AND SALE AGREEMENT NO. 10-62-04-900Purchase and Sale Agreement • June 25th, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Ohio
THIS COAL PURCHASE AND SALE AGREEMENT No. 10-62-04-900 (“Agreement”) is entered into as of May 21, 2004 (the “Effective Date”), by and between American Electric Power Service Corporation, agent for Columbus Southern Power Company (“Buyer”), and Oxford Mining Company, Inc. (“Seller”). Buyer and Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”
Westmoreland Resource Partners, LP Amended and Restated Long-Term Incentive Plan Award Agreement for Grant of Phantom Units to Non-Employee DirectorWestmoreland Resource Partners, LP • April 28th, 2015 • Bituminous coal & lignite surface mining • Delaware
AMENDMENT NO. 4 TO SERVICES AGREEMENTServices Agreement • December 1st, 2017 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Colorado
AMENDMENT NO. 4 TO SERVICES AGREEMENT, dated as of November 30, 2017 (this “Agreement”), by and between WESTMORELAND RESOURCE PARTNERS, LP, a limited partnership organized under the laws of the State of Delaware (“WMLP”), and WESTMORELAND RESOURCES GP, LLC, a limited liability company organized under the laws of Delaware (“GP” and each of WMLP and GP referred to individually as a “Party” or collectively as the “Parties”).
ADMINISTRATIVE AND OPERATIONAL SERVICES AGREEMENT BY AND AMONG OXFORD RESOURCE PARTNERS, LP, OXFORD MINING COMPANY, LLC, AND OXFORD RESOURCES GP, LLCAdministrative and Operational Services Agreement • April 21st, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware
This ADMINISTRATIVE AND OPERATIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of August 24, 2007 (the “Effective Date”) by and among Oxford Resource Partners, LP, a Delaware limited partnership (the “Partnership”), Oxford Mining Company, LLC, an Ohio limited liability company and a wholly owned subsidiary of the Partnership (“Oxford Operating”), and Oxford Resources GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “GP”).
DIRECTOR UNITHOLDER AGREEMENTDirector Unitholder Agreement • April 21st, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware
THIS DIRECTOR UNITHOLDER AGREEMENT (this “Agreement”) is made and entered into this 1st day of Dec. 2009, by and among OXFORD RESOURCE PARTNERS, LP, a Delaware limited partnership (the “Partnership”), OXFORD RESOURCES GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner” and, collectively with the Partnership, the “Partnership Parties”), and the individual executing this Agreement as of the date hereof (the “Director”). Capitalized terms used in this Agreement (including the Exhibits) but not defined in the body of this Agreement are defined in Exhibit A.
WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • August 6th, 2013 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • New York
WARRANT ISSUANCE AGREEMENT (this "Agreement"), dated as of June 24, 2013, by and among Oxford Resource Partners, LP, a Delaware limited partnership, with headquarters located at 41 South High Street, Suite 3450, Columbus, OH 43215 (the "Partnership"), Oxford Resources GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership, with headquarters located at 41 South High Street, Suite 3450, Columbus, OH 43215 (the "General Partner"), and the investors listed on the Schedule of Holders attached hereto (individually, a "Holder" and collectively, the "Holders").
SEVENTEENTH AMENDMENT TO COAL SUPPLY AGREEMENTWestmoreland Resource Partners, LP • August 2nd, 2016 • Bituminous coal & lignite surface mining
THIS SEVENTEENTH AMENDMENT amends the Coal Supply Agreement dated July 1, 1992, as amended and restated in the FIFTEENTH AMENDMENT TO COAL SUPPLY AGREEMENT, effective July 1, 2010 ("CSA") between WESTMORELAND KEMMERER, INC., a Delaware corporation with offices in Englewood, Colorado ("Seller"), successor in interest to Chevron Mining Inc., and PACIFICORP, an Oregon corporation with offices in Salt Lake City, Utah ("Buyer'').
FIRST AMENDMENT TO COAL SUPPLY AGREEMENT Between PACIFICORP and WESTMORELAND KEMMERER INC. For Coal Deliveries Beginning January 1, 2017Supply Agreement • August 2nd, 2016 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining
THIS FIRST AMENDMENT amends the Coal Supply Agreement effective July 1, 2010, for coal deliveries beginning January 1, 2017 (“2017 CSA”), between WESTMORELAND KEMMERER, INC., a Delaware corporation with offices in Englewood, Colorado, successor in interest to Chevron Mining Inc. (“Seller”), and PACIFICORP, an Oregon corporation with offices in Salt Lake City, Utah (“Buyer”).
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Oxford Resource Partners LP • April 1st, 2013 • Bituminous coal & lignite surface mining
WAIVER AND AMENDMENT NO. 4 TO FINANCING AGREEMENTFinancing Agreement • August 6th, 2018 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • New York
This WAIVER AND AMENDMENT NO. 4 TO FINANCING AGREEMENT (this "Waiver and Amendment") is dated as of May 15, 2018 and is entered into by and among Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Parent"), Oxford Mining Company, LLC, an Ohio limited liability company ("Oxford Mining"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent, each an "Existing Guarantor" and collectively, the "Existing Guarantors"), the Lenders referred to below, U.S. Bank National Association, a California corporation ("U.S. Bank"), as collateral agent for the Lenders referred to below (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and U.S. Bank, as administrative agent for the Lenders referred to below (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent," and together with the Collateral Agent, each an "Agent" and colle
Re: Coal Purchase and Sale Agreement No. 10-62-04-900, dated as of May 21, 2004, as amended, between American Electric Power Service Corporation, as agent for Columbus Southern Power Company (“Buyer”), and Oxford Mining Company, Inc. (“Seller”)...Oxford Resource Partners LP • April 21st, 2010 • Bituminous coal & lignite surface mining
Reference is made to the above referenced Coal Purchase and Sale Agreement, as amended, (the “Agreement”) under which Seller is supplying coal to Buyer.
Amended and Restated Oxford Resource Partners, LP Long-Term Incentive Plan Award Agreement for Grant of Unrestricted UnitsOxford Resource Partners LP • March 14th, 2012 • Bituminous coal & lignite surface mining • Delaware
AMENDMENT NO. 1 TO THE SERVICES AGREEMENTServices Agreement • October 29th, 2015 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Colorado
This Amendment No. 1 to the Services Agreement (this “Amendment”), dated as of October 23, 2015, is by and between Westmoreland Resources GP, LLC, a Delaware limited liability company (“GP”), and Westmoreland Resource Partners, LP, a Delaware limited partnership (“WMLP”). GP and WMLP are sometimes referred to individually herein as a “Party” and together as the “Parties”.
First amendment to Employment agreementEmployment Agreement • March 4th, 2014 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of March 3, 2014, is by and between Oxford Resources GP, LLC, a Delaware limited liability company (“Company”), and Gregory J. Honish (“Executive”).
OXFORD RESOURCE PARTNERS, LP 41 South High Street, Suite 3450 Columbus, Ohio 43215-6150 (614) 732-5958Oxford Resource Partners LP • June 9th, 2010 • Bituminous coal & lignite surface mining
Reference is made in this Letter Agreement to that certain Contribution and Sale Agreement, dated as of August 24, 2007 (the “Contribution Agreement”), made by and among (a) C&T Coal, Inc., an Ohio corporation; (b) Oxford Resources GP, LLC, a Delaware limited liability company; (c) the Partnership; (d) AIM Oxford Holdings, LLC, a Delaware limited liability company, and (e) American Infrastructure MLP Fund, L.P., a Delaware limited partnership; (f) Charles C. Ungurean, an individual residing in the State of Ohio; and (g) Thomas T. Ungurean, an individual residing in the State of Ohio. Terms used but not defined herein shall have the meanings assigned to them in the Contribution Agreement.
ASSET PURCHASE AGREEMENT among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and SABINE PASS COAL COMPANY, LLC, as PURCHASER and MERIDA NATURAL RESOURCES, LLC, as GUARANTOR Dated as of January 22, 2019Asset Purchase Agreement • January 28th, 2019 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2019, by and among Sabine Pass Coal Company, LLC, a Virginia limited liability company (“Purchaser”), Merida Natural Resources, LLC, a Virginia limited liability company, as guarantor (“Guarantor”), Westmoreland Resource Partners, LP, a Delaware limited partnership (the “Company” and a “Seller”) and the directly and indirectly wholly owned subsidiaries of the Company party hereto (each a “Seller” and collectively with the Company, “Sellers”).
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [AEP Letterhead]Oxford Resource Partners LP • June 25th, 2010 • Bituminous coal & lignite surface mining
Re: Coal Supply Agreement No. 10-62-04-900, dated as of May 21, 2004, as amended, between American Electric Power Service Corporation, as agent for Columbus Southern Power Company (“Buyer”), and Oxford Mining Company, Inc. (“Seller”)
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFPartnership Agreement • November 1st, 2016 • Westmoreland Resource Partners, LP • Bituminous coal & lignite surface mining • Delaware
This Amendment No. 2 (this “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of Westmoreland Resource Partners, LP (the “Partnership”), dated as of December 31, 2014, as amended on August 1, 2015 (the “Partnership Agreement”), is hereby adopted effective as of October 28, 2016 by Westmoreland Resources GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6 and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
First amendment to Employment agreementEmployment Agreement • March 4th, 2014 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of March 3, 2014, is by and between Oxford Resources GP, LLC, a Delaware limited liability company (“Company”), and Bradley W. Harris (“Executive”).
