0001193125-11-336846 Sample Contracts

OXFORD RESOURCE PARTNERS, LP and OXFORD RESOURCE FINANCE CORPORATION, as Issuers, and ANY GUARANTOR PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of , 201 Junior Debt Securities
Indenture • December 9th, 2011 • Daron Coal Company, LLC • Bituminous coal & lignite surface mining • New York

Indenture dated as of , 201_ among Oxford Resource Partners, LP, a Delaware limited partnership (the “Partnership”), Oxford Resource Finance Corporation, a Delaware corporation (the “Finance Corp” and, together with the Partnership, the “Issuers”), any Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States (“Trustee”).

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OPERATING AGREEMENT of DARON COAL COMPANY, LLC
Operating Agreement • December 9th, 2011 • Daron Coal Company, LLC • Bituminous coal & lignite surface mining • Ohio

THIS OPERATING AGREEMENT, dated as of August 17, 2007 (“Agreement”), is adopted, executed and agreed to by the sole Member (as defined below) of the single member Ohio limited liability company (“Company”) identified below.

OXFORD MINING COMPANY - KENTUCKY, LLC Amended and Restated Operating Agreement September 30, 2009
Operating Agreement • December 9th, 2011 • Daron Coal Company, LLC • Bituminous coal & lignite surface mining • Kentucky

This Amended and Restated Operating Agreement, dated effective as of the date set forth above (this “Agreement”), is adopted, executed and agreed to by the Member (as defined below) who is the sole member of Oxford Mining Company - Kentucky, LLC, a single member Kentucky limited liability company (the “Company”), amending and restating in its entirety the existing Operating Agreement of the Company dated August 12, 2009.

OXFORD MINING COMPANY, LLC Amended and Restated Operating Agreement September 19, 2007
Operating Agreement • December 9th, 2011 • Daron Coal Company, LLC • Bituminous coal & lignite surface mining • Ohio

This Amended and Restated Operating Agreement, dated effective as of the date set forth above (this “Agreement”), is adopted, executed and agreed to by the Member (as defined below) who is the sole member of Oxford Mining Company, LLC, a single member Ohio limited liability company (the “Company”), amending and restating in its entirety the existing Operating Agreement of the Company dated August 17, 2007.

OXFORD MINING COMPANY, LLC (an Ohio limited liability company) Amendment to Amended and Restated Operating Agreement March 30, 2009
Operating Agreement • December 9th, 2011 • Daron Coal Company, LLC • Bituminous coal & lignite surface mining

This Amendment to Amended and Restated Operating Agreement (this “Amendment”) is executed effective as of the date set forth above by the sole member of Oxford Mining Company, LLC (the “Company”), amending the Oxford Mining Company, LLC Amended and Restated Operating Agreement (the “Operating Agreement”).

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