0000950123-10-066184 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OXFORD RESOURCE PARTNERS, LP
Limited Partnership Agreement • July 19th, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OXFORD RESOURCE PARTNERS, LP, dated as of July 19, 2010, is by and among Oxford 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.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OXFORD RESOURCES GP, LLC A Delaware Limited Liability Company Dated as of July 19, 2010
Limited Liability Company Agreement • July 19th, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Oxford Resources GP, LLC (the “Company”), is made and entered into as of July 19, 2010, to be effective upon and at the time of the closing of the Partnership IPO (as defined below) (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 Jeffrey M. Gutman (the “Executive”).

8,750,000 Common Units OXFORD RESOURCE PARTNERS, LP Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting 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

FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
Credit Agreement • July 19th, 2010 • Oxford Resource Partners LP • Bituminous coal & lignite surface mining • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”) is made and entered into effective as of the 15th day of July, 2010 (the “First 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.

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