THIRD AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.1C

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of the 28th day of December, 2011 (the “Third Amendment Effective Date”), by and among OXFORD MINING COMPANY, LLC, an Ohio limited liability company (the “Borrower”), the Lenders party hereto, CITICORP USA, INC., as administrative agent (the “Administrative Agent”), and the other parties signatory hereto.

RECITALS

WHEREAS, the above-named parties have entered into that certain Credit Agreement dated as of July 6, 2010, as amended by that certain First Amendment to Credit Agreement and Limited Waiver dated as of July 15, 2010, and as further amended by that certain Second Amendment to Credit Agreement and Limited Waiver dated as of August __, 2010 (and as may be further amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders, the Administrative Agent and the other parties signatory thereto; and

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and said parties are willing to do so subject to the terms and conditions set forth herein, provided that the Borrower and the Guarantors ratify and confirm all of their respective obligations under the Credit Agreement and each other Loan Document to which each is a party;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Lenders party hereto, the Administrative Agent and the other parties signatory hereto agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. Amendment to Section 5.04(a). Section 5.04(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a) Leverage Ratio. Maintain a Leverage Ratio for any date of determination during each of the below-indicated periods as follows:

Period		Leverage Ratio
Effective Date through December 31, 2011			2.75:1.00
January 1, 2012 through June 30, 2012			3.25:1.00
July 1, 2012 and thereafter			3.00:1.00

3. Amendment to Section 5.04(c) The first paragraph of Section 5.04(c) of the Credit Agreement is hereby amended to read in its entirety as follows:

(c) Maximum Capital Expenditures. Not make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all Capital Expenditures made by the MLP and its Subsidiaries in any period set forth below to exceed the amount set forth below for such period (the “Scheduled Amount”):

1

Period of Fiscal Year Ending		Capital Expenditure Amount
December 31, 2010*		$	17,000,000
December 31, 2011		$	43,000,000
December 31, 2012		$	45,000,000
December 31, 2013		$	45,000,000
December 31, 2014		$	40,000,000

* For the period of such Fiscal Year from the Effective Date on.

provided, however, that (i) the amount of Capital Expenditures that may be made in any Fiscal Year shall be increased above the Scheduled Amount by the aggregate amount of Net Cash Proceeds received in such Fiscal Year from the issuance of equity of the MLP (the “Equity Proceeds”) and, to the extent the Equity Proceeds are not spent in such Fiscal Year (such unspent amount, the “Unused Equity Proceeds”), the amount of Capital Expenditures that may be made in the immediately succeeding Fiscal Year, and only for such immediately succeeding Fiscal Year, shall be increased above the Scheduled Amount by the amount of such Unused Equity Proceeds and (ii) if, for any Fiscal Year set forth above, the Scheduled Amount specified for such Fiscal Year exceeds the aggregate amount of Capital Expenditures made by the MLP and its Subsidiaries during such Fiscal Year which are applied to the Scheduled Amount (the amount of such excess being the “Excess Amount”), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the immediately succeeding Fiscal Year, and only for such immediately succeeding Fiscal Year, in an amount equal to such Excess Amount, but not to exceed $10,000,000; provided that, solely for purposes of calculating the Excess Amount with regard to the Fiscal Year Ending December 31, 2010, the Scheduled Amount shall be deemed to be $15,000,000.

4. Conditions to Effectiveness. This Amendment shall be effective on the Third Amendment Effective Date upon satisfaction of each of the following conditions:

(i) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Guarantors and the Lenders constituting at least the Required Lenders either (a) a counterpart of this Amendment signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(ii) The Administrative Agent shall have received all documents and other items that it may reasonably request relating to any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent.

(iii) The Administrative Agent shall have received the fee referenced in Section 13(i) below.

(iv) No Default or Event of Default exists after giving effect to this Amendment.

5. Representations and Warranties. Each Loan Party hereby confirms that the representations and warranties contained in the Credit Agreement and the other Loan Documents made by it are true and correct as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct as of such earlier date. Each Loan Party also hereby confirms that this Amendment has been duly authorized by all necessary corporate action and constitutes the legal, valid and binding obligation of each Loan Party, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights and remedies generally and to the effect of general principles of equity.

6. Continuing Effect of the Credit Agreement. This Amendment shall not constitute a waiver of any provision not expressly referred to herein and shall not be construed as a consent to any action on the part of any Loan Party that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents except as expressly stated herein. Except as expressly modified hereby, the provisions of the Credit Agreement and the Loan Documents are and shall remain in full force and effect.

7. Ratification. Each Loan Party hereby confirms and ratifies the Credit Agreement and each of the other Loan Documents to which it is a party, as amended hereby, and acknowledges and agrees that the same shall continue in full force and effect, as amended hereby.

8. Counterparts. This Amendment may be executed by all parties hereto in any number of separate counterparts, each of which may be delivered in original, electronic or facsimile form and all of which taken together shall be deemed to constitute one and the same instrument.

9. References. The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof” and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular article, section or provision of this Amendment. References in this Amendment to a section number are to such section of this Amendment unless otherwise specified.

10. Headings Descriptive. The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

11. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of New York, without regard to such state’s conflict of laws rules.

12. Release by Loan Parties. Each Loan Party does hereby release and forever discharge the Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses) of any kind or nature whatsoever known to any Loan Party, whether based on law or equity, which any of said parties has held or may now own or hold, for or because of any matter or thing done, omitted or suffered to be done on

or before the actual date upon which this Amendment is signed by any of such parties (i) arising directly or indirectly out of the Credit Agreement, Loan Documents, or any other documents, instruments or transactions relating thereto, and/or (ii) relating directly or indirectly to all transactions by and between any Loan Party or its representatives and the Administrative Agent and each Lender or any of their respective directors, officers, agents, employees, attorneys or other representatives and, in either case, whether or not caused by the sole or partial negligence of any released party. Such release, waiver, acquittal and discharge shall and does include any claims of any kind or nature which may, or could be, asserted by any Loan Party.

13. Fees and Expenses.

(i) In connection with this Amendment and as a condition to its effectiveness, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders executing this Amendment, in immediately available funds, a non-refundable amendment fee in the amount of 0.25% of the currently outstanding Commitments which shall be fully earned, due and payable in immediately available funds on or before the Third Amendment Effective Date.

(ii) The Borrower hereby confirms its obligation pursuant to Section 8.05(a) of the Credit Agreement to pay and reimburse the Administrative Agent for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) of the Administrative Agent incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith.

14. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the Third Amendment Effective Date.

OXFORD MINING COMPANY, LLC, an Ohio
limited liability company
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx,
		Senior Vice President and
		Chief Financial Officer

OXFORD RESOURCE PARTNERS, LP, a
Delaware limited partnership
By:		Oxford Resources GP, LLC, a Delaware limited liability company, its general partner
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx,
		Senior Vice President and
		Chief Financial Officer

OXFORD MINING COMPANY-KENTUCKY, LLC, a Kentucky limited liability company
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx,
		Senior Vice President and
		Chief Financial Officer

XXXXX COAL COMPANY, LLC, an Ohio limited liability company
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx,
		Vice President

CITICORP USA, INC., as Administrative Agent
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

CITIBANK, N.A., as Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Vice President

BARCLAYS BANK PLC, as Lender
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President

HUNTINGTON NATIONAL BANK, as Lender
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Staff Officer

FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as Lender
By:		/s/ Xxxxxxxx Xxxxxxxxx

COMERICA BANK, as Lender
By:		/s/ Xxxxx X’Xxxxx
		Xxxxx X’Xxxxx
		Corporate Banking Officer

CATERPILLAR FINANCIAL SERVICES CORPORATION, as Lender
By:		/s/ Xxxx X. Xxxx
		Xxxx X. Xxxx

SOCIÉTÉ GÉNÉRALE, as Lender
By:		/s/ Xxxxxx Xxx
		Xxxxxx Xxx
		Director

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender
By:		/s/ Xxxxxxxxxxx Reo Day
		Xxxxxxxxxxx Reo Day
		Vice President
By:		/s/ Sanja Gazalli
		Sanja Gazalli
		Associate

XXXXX FARGO BANK, N.A., as Lender
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
		Xxxxxx X. Xxxxxx, Xx.
		Senior Vice President

XXXXXXX XXXXX BANK, FSB, as Lender
By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Vice President