Oxford Resource Partners LP (Form: 10-Q, Received: 05/06/2014 16:17:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-34815

Oxford Resource Partners, LP

(Exact name of registrant as specified in its charter)

Delaware	77-0695453
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

41 South High Street, Suite 3450, Columbus, Ohio 43215

(Address of Principal Executive Offices, Including Zip Code)

(614) 643-0337

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of May 5, 2014, 10,683,296 common units and 10,280,380 subordinated units were outstanding. The common units trade on the New York Stock Exchange under the ticker symbol “OXF.”

	TABLE OF CONTENTS

	PART I. FINANCIAL INFORMATION	Page

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013	3
	Condensed Consolidated Statements of Partners’ (Deficit) Capital for the Three Months Ended March 31, 2014 and 2013	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013	5
	Notes to Condensed Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	27
ITEM 4.	Controls and Procedures	27


	PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	28
ITEM 1A.	Risk Factors	28
ITEM 4.	Mine Safety Disclosures	28
ITEM 6.	Exhibits	28

PART I. FINANCIAL INFORMATION

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except for unit data)

	As of March 31, 2014			As of December 31, 2013
ASSETS
CURRENT ASSETS:
Cash	$	4,636		$	3,089
Accounts receivable		27,286			25,850
Inventory		15,734			13,840
Advance royalties		2,696			2,604
Prepaid expenses and other assets		1,678			1,737
Total current assets		52,030			47,120

PROPERTY, PLANT AND EQUIPMENT, NET		135,107			144,426
ADVANCE ROYALTIES, LESS CURRENT PORTION		8,847			8,800
INTANGIBLE ASSETS, NET		1,131			1,188
OTHER LONG-TERM ASSETS		21,332			22,821
Total assets	$	218,447		$	224,355

LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL
CURRENT LIABILITIES:
Accounts payable	$	24,668		$	23,932
Current portion of long-term debt		9,375			7,901
Current portion of reclamation and mine closure obligations		7,420			5,996
Accrued taxes other than income taxes		1,167			1,293
Accrued payroll and related expenses		3,423			3,389
Other liabilities		2,543			3,457
Total current liabilities		48,596			45,968

LONG-TERM DEBT		158,263			155,375
RECLAMATION AND MINE CLOSURE OBLIGATIONS		23,996			25,658
WARRANTS		5,014			4,599
OTHER LONG-TERM LIABILITIES		3,738			3,753
Total liabilities		239,607			235,353

PARTNERS’ (DEFICIT) CAPITAL:
Limited partners (20,963,676 and 20,867,073 units outstanding as of March 31, 2014 and December 31, 2013, respectively)		(23,039	)		(13,460	)
General partner (423,494 units outstanding as of March 31, 2014 and December 31, 2013)		(2,709	)		(2,507	)
Total Oxford Resource Partners, LP (deficit) capital		(25,748	)		(15,967	)
Noncontrolling interest		4,588			4,969
Total partners’ (deficit) capital		(21,160	)		(10,998	)
Total liabilities and partners’ (deficit) capital	$	218,447		$	224,355

See accompanying notes to condensed consolidated financial statements.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except for unit and per unit data)

	For the Three Months Ended March 31,
	2014			2013
REVENUES:
Coal sales	$	76,770		$	84,793
Other revenue		1,234			3,933
Total revenues		78,004			88,726
COSTS AND EXPENSES:
Cost of coal sales:
Produced coal		65,207			67,422
Purchased coal		519			6,601
Total cost of coal sales (excluding depreciation, depletion and amortization)		65,726			74,023
Cost of other revenue		402			403
Depreciation, depletion and amortization		11,224			12,933
Selling, general and administrative expenses		3,656			4,164
Impairment and restructuring expenses		75			141
Loss on disposal of assets, net		204			418
Total costs and expenses		81,287			92,082
LOSS FROM OPERATIONS		(3,283	)		(3,356	)
INTEREST AND OTHER EXPENSES:
Interest income		1			1
Interest expense		(6,870	)		(2,922	)
Change in fair value of warrants		(415	)		-
Total interest and other expenses		(7,284	)		(2,921	)
NET LOSS		(10,567	)		(6,277	)
Net loss (income) attributable to noncontrolling interest		381			(270	)
Net loss attributable to Oxford Resource Partners, LP unitholders		(10,186	)		(6,547	)
Net loss allocated to general partner		(202	)		(131	)
Net loss allocated to limited partners	$	(9,984	)	$	(6,416	)

Net loss per limited partner unit:
Basic	$	(0.41	)	$	(0.31	)
Diluted		(0.41	)		(0.31	)

Weighted average number of limited partner units outstanding:
Basic		24,640,399			20,756,081
Diluted		24,640,399			20,756,081

See accompanying notes to condensed consolidated financial statements.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ (DEFICIT) CAPITAL

(UNAUDITED)

(in thousands, except for unit data)

	Limited Partners																							Total
	Common					Subordinated					Total					General Partner					Non-			Partners'
	Units		Capital			Units		Deficit			Units		Capital (Deficit)			Units		Deficit			controlling Interest			Capital (Deficit)
Balance at December 31, 2012		10,470,810	$	93,930			10,280,380	$	(84,337	)		20,751,190	$	9,593			423,494	$	(2,010	)	$	3,744		$	11,327
Net (loss) income		-		(3,245	)		-		(3,171	)		-		(6,416	)		-		(131	)		270			(6,277	)
Equity-based compensation		-		323			-		-			-		323			-		-			-			323
Issuance of units to LTIP participants		52,115		(66	)		-		-			52,115		(66	)		-		-			-			(66	)
Balance at March 31, 2013		10,522,925	$	90,942			10,280,380	$	(87,508	)		20,803,305	$	3,434			423,494	$	(2,141	)	$	4,014		$	5,307

Balance at December 31, 2013		10,586,693	$	82,931			10,280,380	$	(96,391	)		20,867,073	$	(13,460	)		423,494	$	(2,507	)	$	4,969		$	(10,998	)
Net loss		-		(5,088	)		-		(4,896	)		-		(9,984	)		-		(202	)		(381	)		(10,567	)
Equity-based compensation		-		456			-		-			-		456			-		-			-			456
Issuance of units to LTIP participants		96,603		(51	)		-		-			96,603		(51	)		-		-			-			(51	)
Balance at March 31, 2014		10,683,296	$	78,248			10,280,380	$	(101,287	)		20,963,676	$	(23,039	)		423,494	$	(2,709	)	$	4,588		$	(21,160	)

See accompanying notes to condensed consolidated financial statements.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	For the Three Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,567	)	$	(6,277	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, depletion and amortization		11,224			12,933
Impairment and restructuring expenses		75			141
Change in fair value of warrants		415			-
Interest rate swap adjustment to market		-			(12	)
Non-cash interest expense		1,862			-
Amortization and write-off of deferred financing costs		946			648
Non-cash equity-based compensation expense		456			323
Non-cash reclamation and mine closure expense		565			508
Amortization of below-market coal sales contracts		-			(52	)
Loss on disposal of assets, net		204			418
Changes in assets and liabilities:
Accounts receivable		(1,436	)		(9,998	)
Inventory		(1,894	)		1,089
Advance royalties		(139	)		(930	)
Restricted cash		(554	)		(926	)
Other assets		233			(1,387	)
Accounts payable		736			542
Reclamation and mine closure obligations		(612	)		(1,650	)
Accrued taxes other than income taxes		(126	)		58
Accrued payroll and related expenses		34			28
Other liabilities		(1,056	)		(670	)
Net cash from operating activities		366			(5,214	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,430	)		(2,887	)
Purchase of coal reserves and land		(3	)		(14	)
Mine development costs		(189	)		(1,042	)
Proceeds from sale of assets		294			26
Net cash from investing activities		(2,328	)		(3,917	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on borrowings		-			(1,508	)
Advances on line of credit		6,500			12,000
Payments on line of credit		(4,000	)		-
Debt issuance costs		9			-
Collateral for reclamation bonds		1,000			-
Net cash from financing activities		3,509			10,492

NET CHANGE IN CASH		1,547			1,361
CASH, beginning of period		3,089			3,977
CASH, end of period	$	4,636		$	5,338

See accompanying notes to condensed consolidated financial statements.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except for unit and per unit data)

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In our opinion, the condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the condensed consolidated financial statements are considered to be of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “Annual Report”) and filed with the U.S. Securities and Exchange Commission (the “SEC”) .

NOTE 1: ORGANIZATION AND PRESENTATION

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts and operations of the Partnership and its consolidated subsidiaries.

Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements

●

“We,” “us,” “our,” or the “Partnership” means the business and operations of Oxford Resource Partners, LP, the parent entity, as well as its consolidated subsidiaries.

●

Our “GP” means Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP.

Organization

We are a low-cost producer of high-value thermal coal and the largest producer of surface-mined coal in Ohio. We market our coal primarily to large electric utilities with coal fired, base-load scrubbed power plants under long-term coal sales contracts. We focus on acquiring thermal coal reserves that we can efficiently mine with our large scale equipment. Our reserves and operations are strategically located to serve our primary market area of Indiana, Kentucky, Michigan, Ohio, Pennsylvania and West Virginia. These coal reserves are mined by our subsidiaries, Oxford Mining Company, LLC (“Oxford Mining”), Oxford Mining Company - Kentucky, LLC and Harrison Resources, LLC (“Harrison Resources”).

We are managed by our GP and all executives, officers and employees who provide services to us are employees of our GP. Charles C. Ungurean, the President and Chief Executive Officer of our GP and a member of our GP’s board of directors (“Mr. C. Ungurean”), and Thomas T. Ungurean, a former officer of our GP (“Mr. T. Ungurean”), are the co-owners of one of our limited partners, C&T Coal, Inc. (“C&T”).

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

There were no changes to our significant accounting policies from those disclosed in the audited consolidated financial statements and notes thereto contained in the Annual Report .

Liquidity

We have incurred net losses in the past few years resulting in an accumulated deficit of $21.2 million at March 31, 2014. We have managed our liquidity for the three months ended March 31, 2014, with $0.4 million of cash flows provided from operations and $3.5 million of cash flows provided from financing activities. As of March 31, 2014, our available liquidity was $7.6 million, which consisted of $4.6 million in cash on hand and $3.0 million of borrowing capacity under our credit facilities. Further, we have an option for an additional $10 million term loan if requested by us and approved by the issuing second lien lender.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Should we have difficulty meeting our forecasts, this could have an adverse effect on our liquidity position. Management expects to be able to achieve its forecasted results for the year ending December 31, 2014. However, there can be no assurance that our cash flows will be sufficient to allow us to continue as a going concern if we are unable to meet our forecasts.

Accounting Pronouncement Effective in the Future

The FASB issued ASU 2014-08 “Presentation of Financial Statements and Property, Plant and Equipment,” changing the presentation of discontinued operations on the statements of income and other requirements for reporting discontinued operations. Under the new standard, a disposal of a component or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component meets the criteria to be classified as held for sale or is disposed. The amendments in this update also require additional disclosures about discontinued operations and disposal of an individually significant component of an entity that does not qualify for discontinued operations. The new accounting guidance is effective for interim and annual periods beginning after December 15, 2014. We plan to adopt ASU 2014-08 effective January 1, 2015.

NOTE 3: IMPAIRMENT AND RESTRUCTURING EXPENSES

In March 2012, we received a termination notice from a customer related to a 0.8 million tons per year coal supply contract fulfilled from our Illinois Basin operations. In response, we initially idled some of our Illinois Basin operations, terminated a significant number of employees related to such operations and substituted purchased coal for mined and washed coal on certain sales contracts. Subsequently over time, the remainder of our Illinois Basin operations were idled and the related employees terminated with the result that our Illinois Basin operations were fully idled as of December 31, 2013. During that period, we also sold some of our excess Illinois Basin equipment while redeploying most of the equipment to our Northern Appalachian operations, with such redeployment being completed during the first quarter of 2014. Additionally, we sold our Illinois Basin dock in April 2014. Finally, we are seeking to sell the remaining Illinois Basin equipment, consisting of a large-capacity shovel and several smaller pieces of equipment, and would consider offers to purchase the remaining coal reserves and/or facilities related to our Illinois Basin operations.

Impairment Expenses

As a result of the restructuring described above, w e recorded asset impairment expenses of $12.8 million during 2012. These non-cash expenses related to coal reserves, mine development assets and certain mining equipment. No such expenses were recorded in the three months periods ended March 31, 2014 and 2013, respectively.

Restructuring Expenses

Restructuring expenses related to our Illinois Basin operations were $0.1 million for each of the first quarter 2014 and 2013. These expenses included termination costs for approximately 35 employees in 2013, professional and legal fees, and transportation costs associated with moving idled equipment to our Northern Appalachian operations. The liabilities related to the restructuring are included in “other liabilities” in our condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013.

Restructuring accrual activity, combined with a reconciliation to “impairment and restructuring expenses” as set forth in our condensed consolidated statements of operations, is summarized as follows:

	As of December 31, 2013		For the Three Months Ended March 31, 2014						As of March 31, 2014
	Liability		Expense			Payments			Liability

Severance and other termination costs	$	404	$	(42	)	$	(332	)	$	30
Equipment relocation costs		252		117			(345	)		24
Total cash restructuring expenses	$	656	$	75		$	(677	)	$	54

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 3: IMPAIRMENT AND RESTRUCTURING EXPENSES (continued)

The following table summarizes the total impairment and restructuring expenses incurred during the three months ended March 31, 2014 and over the course of the restructuring which was completed by March 31, 2014:

	Expenses
	For the Three Months Ended March 31, 2014			Incurred Through March 31, 2014		Total Expenses for the Restructuring
Cash:
Severance and other termination costs	$	(42	)	$	1,846	$	1,846
Professional and legal fees		-			1,021		1,021
Equipment relocation costs		117			1,161		1,161
Coal lease termination costs		-			23		23
Total cash restructuring expenses		75			4,051		4,051

Non-cash:
Coal lease termination costs		-			683		683
Asset impairment		-			12,753		12,753
Total non-cash restructuring expenses		-			13,436		13,436
Total impairment and restructuring expenses	$	75		$	17,487	$	17,487

NOTE 4: INVENTORY

Inventory consisted of the following:

	As of March 31, 2014		As of December 31, 2013

Coal	$	7,487	$	5,957
Fuel		1,841		1,879
Spare parts and supplies		6,406		6,004
Total	$	15,734	$	13,840

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 5: PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net of accumulated depreciation, depletion and amortization, consisted of the following:

	As of March 31, 2014			As of December 31, 2013

Property, plant and equipment, gross
Land	$	3,016		$	3,016
Coal reserves		49,577			49,574
Mine development costs		58,109			58,077
Buildings and tipple		1,957			1,957
Machinery and equipment		201,532			202,663
Vehicles		4,514			4,522
Furniture and fixtures		1,574			1,584
Railroad sidings		160			160
Total property, plant and equipment, gross		320,439			321,553
Less: accumulated depreciation, depletion and amortization		(185,332	)		(177,127	)
Total property, plant and equipment, net	$	135,107		$	144,426

The amounts of depreciation expense related to fixed assets, depletion expense related to coal reserves, amortization expense related to mine development costs and amortization expense related to intangible assets for the respective periods are as follows:

	For the Three Months Ended March 31,
	2014		2013

Depreciation	$	7,302	$	7,217
Depletion		1,201		790
Mine development amortization		2,659		4,863
Intangible asset amortization		62		63
	$	11,224	$	12,933

NOTE 6: RECLAMATION AND MINE CLOSURE OBLIGATIONS

As of March 31, 2014, our liability for reclamation and mine closure obligations totaled $31.4 million, including amounts reported as current liabilities. While the amount of these future obligations cannot be determined with certainty, we estimate that, as of March 31, 2014, the aggregate undiscounted obligations for final reclamation and mine closure totaled $38.8 million.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 6: RECLAMATION AND MINE CLOSURE OBLIGATIONS (continued)

The changes in the liability for reclamation and mine closing obligations on a discounted basis for the three months ended March 31, 2014 and the year ended December 31, 2013 are as follows:

	Three Months Ended March 31, 2014			Year Ended December 31, 2013

Balance at beginning of period	$	31,654		$	29,013
Accretion expense		565			2,293
Adjustment resulting from addition of mines		-			3,671
Adjustments to the liability from annual recosting and other		(188	)		5,333
Payments		(615	)		(8,656	)
Total reclamation and mine closure obligations		31,416			31,654
Less current portion		(7,420	)		(5,996	)
Long-term reclamation and mine closure obligations	$	23,996		$	25,658

NOTE 7: LONG-TERM DEBT

Long-term debt as of March 31, 2014 and December 31, 2013 consisted of the following:

	As of March 31, 2014			As of December 31, 2013

First lien debt:
Revolver	$	22,000		$	19,500
Term loan		69,321			69,321
Total first lien debt		91,321			88,821
Second lien debt:
Term loan		75,000			75,000
Payment-in-kind interest		3,435			2,318
Debt discount, net		(5,747	)		(6,456	)
Total second lien debt, net of debt discount		72,688			70,862
Notes payable		3,629			3,593
Total debt		167,638			163,276
Less current portion		(9,375	)		(7,901	)
Long-term debt	$	158,263		$	155,375

In June 2013, we closed on $175 million of credit facilities that replaced our previous term loan and revolving credit facility. These facilities include (i) a first lien credit facility consisting of a $75 million term loan and a $25 million revolver under a financing agreement, as amended (the “First Lien Financing Agreement”) and (ii) a second lien credit facility consisting of a $75 million term loan (with an option for an additional $10 million term loan if requested by us and approved by the issuing second lien lender) under a financing agreement, as amended (the “Second Lien Financing Agreement,” and collectively with the First Lien Financing Agreement, the “Financing Agreements”).

In conjunction with executing the Financing Agreements, we incurred $9.6 million in debt issuance costs recorded in “other long-term assets.”

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 7: LONG-TERM DEBT (continued)

As of March 31, 2014, we were in compliance with all covenants under the terms of the Financing Agreements.

First Lien Credit Facility

As of March 31, 2014, we had a term loan of $69.3 million outstanding under the first lien credit facility. We are obligated to make quarterly principal payments of $1.3 million commencing in June 2014, until repayment of the then outstanding balance at maturity. Borrowings on the term loan bear interest at a variable rate per annum equal to, at our option, the London Interbank Offered Rate (“LIBOR”) (floor of 1.5%) plus 6.75% or the Reference Rate (as defined in the First Lien Financing Agreement) (floor of 3.00%) plus 6.25%. As of March 31, 2014, the first lien credit facility term loan had a cash interest rate of 8.25%, consisting of LIBOR of 1.5% plus 6.75%.

The first lien credit facility also includes a $25 million revolving credit facility under which $22.0 million was outstanding as of March 31, 2014. As of March 31, 2014, the balance outstanding on the revolving credit facility had a weighted average cash interest rate of 8.36%, consisting of either LIBOR of 1.5% plus 6.75% or the Reference Rate of 3.25% plus 6.25%.

During the year ended December 31, 2013, we paid down $5.7 million of the first lien term loan with proceeds from the sale of oil and gas rights. The Financing Agreements require mandatory prepayment of principal with proceeds from such events.

Second Lien Credit Facility

As of March 31, 2014, we had a term loan, net of debt discount, of $72.7 million outstanding under the second lien credit facility. We are obligated to make quarterly principal payments of $0.2 million commencing in June 2014, until repayment of the then outstanding balance at maturity. As of March 31, 2014, the second lien credit facility term loan had a cash interest rate of 11.00%, consisting of LIBOR of 1.25% plus 9.75%.

The second lien credit facility also provides for PIK Interest (paid-in-kind interest as defined in the Second Lien Financing Agreement) at the rate of 5.75%. PIK Interest is added quarterly to the then-outstanding principal amount of the term loan as additional principal obligations. PIK Interest totaled $1.1 million for the three months ended March 31, 2014.

In conjunction with the Second Lien Financing Agreement, certain lenders and lender affiliates received warrants entitling them to purchase 1,955,666 common units and 1,814,185 subordinated units at $0.01 per unit. The warrants, classified as a liability, were recorded at their fair value of $7.9 million at issuance as a debt discount. The warrants are subsequently marked to fair value with the change in fair value reported in earnings. The fair value assigned to the warrants at issuance was recorded as a debt discount, reducing the outstanding debt balance. This discount will be amortized through interest expense over the life of the second lien credit facility using the effective interest method. Amortization of the debt discount totaled $0.7 million for the three months ended March 31, 2014.

NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS

The book values of cash, restricted cash, accounts receivable and accounts payable are considered to be representative of their respective fair values because of the immediate short-term maturity of these financial instruments. The fair value of the Partnership’s first and second lien credit facilities and warrants were determined based upon a market approach and approximates the carrying value at March 31, 2014.

The warrants are fair valued at each balance sheet date using the Black-Scholes model. At the March 31, 2014 balance sheet date, the fair value of each warrant was $1.33, based on the following assumptions: spot price of $1.34 per unit, exercise price of $0.01 per unit, term of 4.25 years, volatility of 80% and a five-year treasury rate of 1.73%.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

The fair value of the Partnership’s first and second lien credit facilities and warrants are a Level 2 measurement.

NOTE 9: LONG-TERM INCENTIVE PLAN

Under our Long-Term Incentive Plan (our “LTIP”), we recognize equity-based compensation expense over the vesting period of the units. These units are subject to conditions and restrictions as determined by our Compensation Committee, including continued employment or service. Historically, these units generally vested in equal annual increments over four years with accelerated vesting of the first increment in certain cases. Beginning in 2012, some of the units granted to executive officers vest based on specified performance criteria.

We are authorized to distribute up to 2,806,075 units under the LTIP. As of March 31, 2014, 477,644 units remained available for issuance in the future assuming that all grants issued and currently outstanding are settled with common units, without reduction for tax withholding, and no future forfeitures occur.

For the three months ended March 31, 2014 and 2013, we recognized equity-based compensation expense of $456 and $323, respectively. These amounts are included in selling, general and administrative expenses and cost of coal sales. As of March 31, 2014 and December 31, 2013, $3,374 and $2,150, respectively, of cost remained unamortized. We expect to recognize these costs using the straight-line method over a remaining weighted average period of 1.3 years as of March 31, 2014.

The following table summarizes additional information concerning our unvested LTIP units:

	Units			Weighted Average Grant Date Fair Value

Unvested balance at December 31, 2013		559,184		$	6.79
Granted		1,375,489			1.23
Issued		(96,603	)		6.81
Surrendered		(39,132	)		9.49

Unvested balance at March 31, 2014		1,798,938		$	2.48

The value of LTIP units vested during the three months ended March 31, 2014 and 2013 was $1,003 and $851, respectively.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 10: EARNINGS (LOSSES) PER UNIT

The computation of basic and diluted earnings (losses) per unit under the two class method for limited partner units and general partner units is presented as follows:

	For the Three Months Ended March 31,
	2014			2013

Limited partner units
Average units outstanding:
Basic		24,640,399			20,756,081
Effect of equity-based compensation	N/A			N/A
Diluted		24,640,399			20,756,081

Net loss allocated to limited partners
Basic	$	(10,014	)	$	(6,416	)
Diluted		(10,014	)		(6,416	)

Net loss per limited partner unit
Basic	$	(0.41	)	$	(0.31	)
Diluted		(0.41	)		(0.31	)

General partner units
Average units outstanding:
Basic		423,730			423,494
Diluted		423,730			423,494

Net loss allocated to general partner
Basic	$	(172	)	$	(131	)
Diluted		(172	)		(131	)

Net loss per general partner unit
Basic	$	(0.41	)	$	(0.31	)
Diluted		(0.41	)		(0.31	)

Under the Partnership’s partnership agreement, arrearage amounts resulting from suspension of the common units distribution accumulate, while those related to the subordinated units do not. In the future, if and as distributions are made for any quarter, the first priority is to pay the then minimum quarterly distribution to common unitholders (including the holders of common unit warrants). Any additional distribution amounts paid at that time are then paid to common unitholders (including the holders of common unit warrants) until their previously unpaid accumulated arrearage amounts have been paid in full. As of March 31, 2014, the total arrearage amount was $31.2 million. Distributions are prohibited by our credit facilities as long as we have outstanding borrowings thereunder.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Coal Sales Contracts

We are committed under long-term contracts to sell coal that meets certain quality requirements at specified prices. Many of these prices are subject to cost pass through or cost adjustment provisions that mitigate some risk from rising costs. Quantities sold under some of these contracts may vary from year to year within certain limits at the option of the customer or us. As of March 31, 2014, the remaining terms of our long-term contracts ranged from one to two years.

We received a contract termination notice in March 2012 from a customer of our Illinois Basin operations. This contract required us to supply the customer with 0.8 million tons of coal per year. Absent any termination thereof, the term of the contract continued until December 31, 2015. We believe that this customer’s action was taken in bad faith, motivated by the combination of the price increase that had recently gone into effect and current coal market conditions. We are aggressively pursuing compensation for our damages through all appropriate legal measures.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 11: COMMITMENTS AND CONTINGENCIES (continued)

Purchase Commitments

From time to time, we purchase coal from third parties in order to meet quality or delivery requirements under our customer contracts. We buy coal on the spot market, and the cost of that coal is dependent upon the market price and quality of the coal. We previously had a long-term purchase contract for 0.4 million tons of coal per year with a separate supplier who had asserted that the contract had terminated by its terms. We entered into a settlement agreement with the supplier on February 12, 2013 under which the parties agreed to terminate the contract with the supplier making a one-time payment of $2.1 million to us, which payment was recorded in other revenue.

Transportation

We depend upon barge, rail and truck transportation systems to deliver coal to our customers. We have a long-term rail transportation contract that has been amended and extended through March 31, 2015.

401(k) Plan

The GP did not make a commitment to fund an employer contribution to our 401(k) plan for the year ended December 31, 2013, and consequently no such contribution has been or will be made. As of March 31, 2014, the GP had not made such a commitment for the year ended December 31, 2014 either.

Surety and Performance Bonds

As of March 31, 2014, we had $33.6 million in surety bonds outstanding to secure certain reclamation obligations which were collateralized by cash deposits of $8.6 million. Such collateral is included in “other long-term assets.” Additionally, we had road bonds totaling $0.6 million and performance bonds totaling $2.1 million outstanding to secure contractual performance. We believe these bonds will expire without any claims or payments thereon and therefore will not have a material adverse effect on our financial position, liquidity or operations.

Legal

From time to time, we are involved in various legal proceedings arising in the ordinary course of business. While the ultimate resolution of these proceedings cannot be predicted with certainty, we believe that these claims will not have a material adverse effect on our financial position, liquidity or operations.

Guarantees

Our GP and the Partnership guarantee certain obligations of our subsidiaries. We believe that these guarantees will expire without any liability to the guarantors, and therefore will not have a material adverse effect on our financial position, liquidity or operations.

NOTE 12: RELATED PARTY TRANSACTIONS

In connection with our formation in August 2007, the Partnership and Oxford Mining entered into an administrative and operational services agreement (the “Services Agreement”) with our GP. The Services Agreement is terminable by either party upon thirty days’ written notice. Under the terms of the Services Agreement, our GP provides services through its employees to us and is reimbursed for all related costs incurred on our behalf. Our GP provides us with services such as general administrative and management, human resources, legal, information technology, finance and accounting, corporate development, real property, marketing, engineering, operations (including mining operations), geological, risk management and insurance services. Pursuant to the Services Agreement, the primary reimbursements to our GP were for costs related to payroll. Reimbursable costs under the Services Agreement totaling $1,816 and $624 were included in accounts payable as of March 31, 2014 and December 31, 2013, respectively.

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (Continued)

(UNAUDITED)

(in thousands, except for unit and per unit data)

NOTE 12: RELATED PARTY TRANSACTIONS (continued)

We sell clay and small quantities of coal to Tunnell Hill Reclamation, LLC (“Tunnell Hill”), a company that is indirectly owned by Mr. C. Ungurean, Mr. T. Ungurean, and affiliates of AIM Oxford. Sales to Tunnell Hill were $148 and de minimis for the three months ended March 31, 2014 and 2013, respectively. Accounts receivable from Tunnell Hill were $161 at March 31, 2014 and $83 at December 31, 2013.

NOTE 13: SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information:

	For the Three Months Ended March 31,
	2014			2013
Cash paid for:
Interest	$	4,075		$	2,504
Non-cash activities:
Reclamation and mine closure costs capitalized in mine development		(158	)		3,910
Market value of common units vested in LTIP		180			218

NOTE 14: SEGMENT INFORMATION

We operate in one business segment. We operate surface coal mines in Northern Appalachia and, through December 2013, in the Illinois Basin. We sell high-value thermal coal to utilities, industrial customers, municipalities and other coal-related entities primarily in the eastern United States. Our operating and executive management reviews and bases its decisions upon consolidated reports. Our operating subsidiaries extract coal utilizing surface-mining techniques and prepare it for sale to their customers. Such operating subsidiaries share customers and a particular customer may receive coal from any one of such operating subsidiaries.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2013 included in our Annual Report on Form 10-K (our “Annual Report”) and filed with the United States Securities and Exchange Commission (the “SEC”). This discussion contains forward-looking statements that reflect management’s current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements or as a result of certain factors such as those set forth below under “Cautionary Statement About Forward-Looking Statements.”

Cautionary Statement About Forward-Looking Statements

Statements in this Quarterly Report that are not historical facts are forward-looking statements within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 and may involve a number of risks and uncertainties. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” and similar terms and phrases, including references to assumptions, in this Quarterly Report to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to various risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

●

market demand for coal and energy, including changes in consumption patterns by utilities away from the use of coal;

●

availability of qualified workers;

●

future economic or capital market conditions;

●

weather conditions or catastrophic weather-related damage;

●

our production capabilities;

●

consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

●

our plans and objectives for future operations, including expansion or consolidation;

●

our relationships with, and other conditions affecting, our customers;

●

availability and costs of credit and surety bonds;

●

our liquidity, including our ability to adhere to financial covenants related to our borrowing arrangements;

●

availability and costs of key supplies or commodities, such as diesel fuel, steel, explosives and tires;

●

availability and costs of capital equipment;

●

prices of fuels which compete with or impact coal usage, such as oil and natural gas;

●

timing of reductions or increases in customer coal inventories;

●

long-term coal supply arrangements;

●

reductions and/or deferrals of purchases by major customers;

●

coal mining operations, including risks relating to third-party suppliers and carriers operating at our mines or complexes;

●

unexpected maintenance and equipment failure;

●

environmental, safety and other laws and regulations, including those directly affecting our coal mining and production, and those affecting our customers' coal usage;

●

ability to obtain and maintain all necessary governmental permits and authorizations;

●

competition among coal and other energy producers in the United States and internationally;

●

railroad, barge, trucking and other transportation availability, performance and costs;

●

employee benefits costs and labor relations issues;

●

replacement of our reserves;

●

our assumptions concerning economically recoverable coal reserve estimates;

●

title defects or loss of leasehold interests in our properties, which could result in unanticipated costs or inability to mine these properties;

●

future legislation and changes in regulations or governmental policies or changes in interpretations or enforcement thereof, including with respect to safety enhancements and environmental initiatives relating to global warming and climate change;

●

our ability to pay our quarterly distributions (when permitted) which substantially depends upon our future operating performance (which may be affected by prevailing economic conditions in the coal industry), debt covenants, and financial, business and other factors, some of which are beyond our control;

●

limitations in the cash distributions we receive from our majority-owned subsidiary, Harrison Resources, LLC ("Harrison Resources"), and the ability of Harrison Resources to acquire additional reserves on economical terms from CONSOL Energy, Inc. (“CONSOL”) in the future;

●

adequacy and sufficiency of our internal controls; and

●

legal and administrative proceedings, settlements, investigations and claims, including those related to citations and orders issued by regulatory authorities, and the availability of related insurance coverage.

You should keep in mind that any forward-looking statements made by us in this Quarterly Report or elsewhere speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or anticipated results. We have no duty to, and do not intend to, update or revise the forward-looking statements in this Quarterly Report after the date of this Quarterly Report, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this Quarterly Report might not occur. When considering these forward-looking statements, you should keep in mind the cautionary statements in this Quarterly Report and in our other SEC filings, including the more detailed discussion of these factors, as well as other factors that could affect our results, contained in the “Risks Relating to Our Business” section of Item 1A of our Annual Report.

Overview

We are a low-cost producer and marketer of high-value thermal coal (“coal”) to United States (“U.S.”) utilities and industrial users, and we are the largest producer of surface mined coal in Ohio. We market our coal primarily to large electric utilities with coal-fired, base-load scrubbed power plants under long-term coal sales contracts. We focus on acquiring coal reserves that we can efficiently mine with our large-scale equipment. Our reserves and operations are strategically located to serve our primary market area of Indiana, Kentucky, Michigan, Ohio, Pennsylvania and West Virginia.

We operate in a single business segment and have three operating subsidiaries, Oxford Mining Company, LLC ("Oxford Mining"), Oxford Mining Company-Kentucky, LLC and Harrison Resources. All of our operating subsidiaries participate primarily in the business of utilizing surface mining techniques to mine domestic coal and prepare it for sale to our customers. All three subsidiaries share common customers, assets and employees.

We currently have 14 active surface mines and we manage these mines as six mining complexes. Our coal reserves and operations are strategically located near our customers with the flexibility to ship by barge, truck or rail. During the three months ended March 31, 2014, we produced and sold 1.4 million tons of coal.

As previously disclosed in our periodic filings with the SEC, in the first quarter of 2012 we received a termination notice from a customer related to a 0.8 million tons per year coal supply contract fulfilled from our Illinois Basin operations. In response, we initially idled some of our Illinois Basin operations, terminated a significant number of employees related to such operations and substituted purchased coal for mined and washed coal on certain sales contracts. Subsequently, over time, the remainder of our Illinois Basin operations were idled and the related employees terminated with the result that our Illinois Basin operations were fully idled as of December 31, 2013. During that period, we also sold some of our excess Illinois Basin equipment while redeploying most of the equipment to our Northern Appalachian operations, with such redeployment being completed during the first quarter of 2014. Additionally, we sold our Illinois Basin dock in April 2014. Finally, we are seeking to sell the remaining Illinois Basin equipment, consisting of a large-capacity shovel and several smaller pieces of equipment, and would consider offers to purchase the remaining coal reserves and/or facilities related to our Illinois Basin operations.

Evaluating Our Results of Operations

We evaluate our results of operations based on several key measures, which include:

●

our coal production, sales volume and sales prices, which drive our coal sales revenue;

●

our cost of coal sales, including cost of purchased coal;

●

our net (loss) income; and

●

our Adjusted EBITDA, a non-GAAP financial measure.

Coal Production, Sales Volume and Sales Prices

We evaluate our operations based on the volume of coal we produce, the volume of coal we sell, and the prices we receive for our coal. The volume of coal we sell is also a function of the productive capacity of our mining complexes, the amount of coal we purchase, and market demand. We sell substantially all of our coal under long-term coal sales contracts, and thus sales prices are dependent upon the terms of those contracts.

Our long-term coal sales contracts typically provide for fixed prices, or a schedule of prices that are either fixed or contain market-based adjustments, over the contract term. In addition, many of our long-term coal sales contracts have full or partial cost pass through or cost adjustment provisions. Cost pass through provisions increase or decrease the coal sales price for all or a specified percentage of changes in the costs for items such as fuel and inflation. Cost adjustment provisions adjust the initial contract price over the term of the contract either by a specific percentage or a percentage determined by reference to various cost-related indices, including cost-related indices for fuel and the cost-of-living generally.

We evaluate the price we receive for our coal on a per ton basis. Our coal sales revenue per ton represents our coal sales revenue divided by total tons of coal sold. The following table provides operational data including data with respect to our tons of coal produced, purchased and sold, as well as our coal sales revenue, cash cost of coal sales and cash margin on a per ton basis, for the periods indicated:

	Three Months Ended
	March 31,
	2014			2013			% Change
	(tons in thousands, unaudited)

Produced tons		1,421			1,536			(7.5	%)
Purchased tons		18			137			(86.9	%)
Tons of coal sold		1,439			1,673			(14.0	%)

Tons sold under long-term contracts		96.7	%		95.5	%		n.m.

Coal sales revenue per ton	$	53.36		$	50.68			5.3	%
Amortization of below-market coal sales contracts per ton		-			(0.03	)		(100.0	%)
Cash coal sales revenue per ton		53.36			50.65			5.4	%
Cash cost of coal sales per ton		(45.68	)		(44.25	)		3.2	%
Cash margin per ton	$	7.68		$	6.40			20.0	%

n.m.	Not meaningful.

Cost of Coal Sales

We evaluate, on a cost per ton sold basis, our cost of coal sales which excludes non-cash costs such as depreciation, depletion and amortization (“DD&A”), gain or loss on asset disposals, impairment and restructuring expenses, and indirect costs such as selling, general and administrative expenses. Our cost of coal sales per ton represents our cost of coal sales divided by the tons of coal sold. Our cost of coal sales includes costs for labor, fuel, oil, explosives, royalties, equipment lease expense, repairs and maintenance, and other costs directly related to our mining operations.

At times, we purchase coal from third parties to fulfill a portion of our obligations under our long-term coal sales contracts and, in certain cases, to meet customer coal quality specifications. These costs are included in the cost of purchased coal amount within cost of coal sales.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure used by management to gauge operating performance. We define Adjusted EBITDA as net income or loss before deducting interest, income taxes, depreciation, depletion, amortization, change in fair value of warrants, impairment and restructuring expenses, gain or loss on disposal of assets, amortization of below-market coal sales contracts, non-cash equity-based compensation expense, non-cash reclamation and mine closure expense, and certain non-recurring costs. Although Adjusted EBITDA is not a measure of financial performance calculated in accordance with GAAP, we believe it is useful to management and others, such as investors and lenders, in evaluating our financial performance without regard to our financing methods, capital structure or income taxes; our ability to generate cash sufficient to pay interest on our indebtedness, make distributions and fund capital expenditures; and our compliance with certain credit facility financial covenants. Because not all companies calculate Adjusted EBITDA the same way, our calculation may not be comparable to similarly titled measures of other companies.

For a reconciliation of Net Loss to Adjusted EBITDA for the three months ended March 31, 2014 and 2013, see “— Results of Operations - Summary .”

Long-term Coal Supply Contracts

As is customary in the coal industry, we enter into long-term supply contracts (one year or longer in duration) with substantially all of our customers. These contracts allow customers to secure a supply for their future needs and provide us with greater predictability of sales volumes and prices. For the three months ended March 31, 2014, approximately 96.7% of our coal tons sold were sold under long-term supply contracts. We sell the remainder of our coal through short-term contracts and on the spot market.

The terms of our coal supply contracts result from competitive bidding and extensive negotiations with each customer. Consequently, the terms can vary significantly by contract, and can cover such matters as price adjustment features, price reopener terms, coal quality requirements, quantity adjustment mechanisms, permitted sources of supply, future regulatory changes, extension options, force majeure provisions and termination and assignment provisions. Some long-term contracts provide for a pre-determined adjustment to the stipulated base price at specified times or periodic intervals to account for changes due to inflation or deflation in prevailing market prices.

In addition, most contracts contain provisions to adjust the base price due to new statutes, ordinances or regulations that influence our costs of production. In addition, some of our contracts contain provisions that allow for the recovery of costs impacted by modifications or changes in the interpretations or application of government statutes.

Price reopener provisions are present in several of our long-term contracts. These price reopener provisions may automatically set a new price based on prevailing market price or, in some instances, require the parties to agree on a new price, sometimes within a specified range. In a limited number of contracts, failure of the parties to agree on a price under a price reopener provision can lead to contract termination.

As of March 31, 2014, 92.3% of our projected coal sales tons for the balance of 2014 were committed and priced. As of March 31, 2014, we had commitments under supply contracts to deliver 4.1 million, 2.1 million and 2.1 million tons of coal to customers in 2015, 2016 and 2017, respectively. Of these amounts, in 2015 and 2016, 3.4 million and 1.7 million tons, respectively, are dependent upon reaching agreement on pricing during reopener periods. In 2017, all 2.1 million tons are dependent upon reaching agreement on pricing during reopener periods.

Factors That Impact Our Business

Our results of operations in the near term could be impacted by a number of factors, including (1) adverse weather conditions and natural disasters, (2) poor mining conditions resulting from geological conditions or the effects of prior mining, (3) equipment problems, (4) the availability of transportation for coal shipments and (5) the availability and costs of key supplies and commodities such as steel, diesel fuel and explosives.

On a long-term basis, our results of operations could be impacted by, among other factors, (1) changes in governmental regulation, (2) the availability and prices of competing electricity-generation fuels, (3) our ability to secure or acquire high-quality coal reserves and (4) our ability to find buyers for coal under favorable supply contracts.

Results of Operations

Summary

The following table presents historical condensed consolidated financial data for the three months ended March 31, 2014 and 2013:

SELECTED FINANCIAL AND OPERATING DATA

	Three Months Ended
	March 31,
	2014			2013
	(in thousands, unaudited)
STATEMENT OF OPERATIONS DATA:
REVENUE:
Coal sales	$	76,770		$	84,793
Other revenues		1,234			3,933
Total revenues		78,004			88,726
COSTS AND EXPENSES:
Cost of coal sales:
Produced coal		65,207			67,422
Purchased coal		519			6,601
Total cost of coal sales (excluding depreciation, depletion and amortization)		65,726			74,023
Cost of other revenue		402			403
Depreciation, depletion and amortization		11,224			12,933
Selling, general and administrative expenses		3,656			4,164
Impairment and restructuring expenses		75			141
Loss on disposal of assets, net		204			418
Total costs and expenses		81,287			92,082
LOSS FROM OPERATIONS		(3,283	)		(3,356	)
INTEREST AND OTHER INCOME (EXPENSES):
Interest income		1			1
Interest expense		(6,870	)		(2,922	)
Change in fair value of warrants		(415	)		-
Total interest and other expenses		(7,284	)		(2,921	)
NET LOSS		(10,567	)		(6,277	)
Net loss (income) attributable to noncontrolling interest		381			(270	)
Net loss attributable to Oxford Resource Partners, LP unitholders	$	(10,186	)	$	(6,547	)

The following table presents a reconciliation of net loss to Adjusted EBITDA for the three months ended March 31, 2014 and 2013:

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

	Three Months Ended March 31,
	2014			2013
	(in thousands, unaudited)
Net loss	$	(10,567	)	$	(6,277	)
Adjustments:
Interest expense, net of interest income		6,869			2,921
Depreciation, depletion and amortization		11,224			12,933
Change in fair value of warrants		415			-
Impairment and restructuring expenses		75			141
Loss on disposal of assets, net		204			418
Amortization of below-market coal sales contracts		-			(52	)
Non-cash equity-based compensation expense		456			323
Non-cash reclamation and mine closure expense		565			508
Non-recurring costs:
Debt refinancing expenses		-			210
Other		-			(2,100	)
Adjusted EBITDA	$	9,241		$	9,025

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Overview

Total revenue was $78.0 million for the three months ended March 31, 2014, a decrease of $10.7 million, or 12.1%, from $88.7 million for the three months ended March 31, 2013. Net loss for the three months ended March 31, 2014 was $10.6 million, compared to a net loss for the three months ended March 31, 2013 of $6.3 million. Adjusted EBITDA was $9.2 million for the three months ended March 31, 2014, an increase of $0.2 million from $9.0 million for the three months ended March 31, 2013. Cash margin per ton was $7.68 for the three months ended March 31, 2014, an increase of $1.28, or 20.0%, per ton from $6.40 per ton for the three months ended March 31, 2013.

Coal Sales Revenue

Coal sales revenue was $76.8 million for the three months ended March 31, 2014, a decrease of $8.0 million, or 9.5%, from $84.8 million for the three months ended March 31, 2013. The decrease was primarily attributable to a 14.0% reduction in tons sold with a value of $11.9 million, partially offset by a $2.68 per ton, or an aggregate $3.9 million, increase in coal sales revenue.

Other Revenue

Other revenue, primarily from clay and limestone sales, royalty income and other miscellaneous revenue, was $ 1.2 million for the three months ended March 31, 2014, a decrease of $ 2.7 million from $ 3.9 million for the three months ended March 31, 2013. Non-coal revenue decreased $ 1.9 million to $ 0.3 million for the three months ended March 31, 2014 from $ 2.2 million for the three months ended March 31, 2013, due primarily to a one-time payment of $ 2.1 million from a former coal supplier pursuant to a settlement agreement entered into in February 2013. Additionally, limestone sales decreased $0.9 million to $0.8 million for the three months ended March 31, 2014 from $1.7 million for the three months ended March 31, 2013 due to reduced demand.

Cost of Coal Sales (Excluding DD&A)

Cost of coal sales (excluding DD&A) was $65.7 million for the three months ended March 31, 2014, a decrease of $8.3 million, or 11.2%, from $74.0 million for the three months ended March 31, 2013. The decrease was primarily attributable to a 0.3 million reduction in tons sold, which corresponds to a $10.4 million decrease in cost of coal sales, partially offset by an increase in the cost to produce coal of $1.43 per ton, or an aggregate of $2.1 million. Cost of coal sales per ton was $45.68 for the three months ended March 31, 2014, an increase of $1.43, or 3.2%, per ton from $44.25 per ton for the three months ended March 31, 2013. The $1.43 per ton increase was primarily attributed to a $1.40 per ton, or $2.0 million, increase in diesel fuel expense, $1.25 per ton, or $1.8 million, in contract high-wall miner fees, a $1.10 per ton, or $1.6 million, increase in transportation cost, and a $1.04 per ton, or $1.5 million, increase in wages, which were partially offset by a $3.58 per ton, or $5.7 million, decrease in purchased coal. Diesel fuel expense increased due to higher spot prices , transportation cost increased due to longer haul routes, and wages increased due to raises implemented in mid-2013 in response to increased competition in the labor market from the growing oil and gas drilling business in southeastern Ohio. During the three months ended March 31, 2014, we utilized the services of a contract high-wall miner at one of our mining operations that was not engaged to provide such services in the comparable period last year.

For the three months ended March 31, 2014, 18,000 tons of coal were purchased, which represents a decrease of 119,000 tons of coal purchased from 137,000 tons of coal purchased for the three months ended March 31, 2013. We made a strategic business decision to substitute purchased coal for mined and washed coal on certain sales contracts for the three months ended March 31, 2013, leading to a greater coal purchased amount in the three months ended March 31, 2013 as compared to the three months ended March 31, 2014, and consequently to the decrease of 119,000 tons of coal purchased for the three months ended March 31, 2014. The tons of coal purchased for the three months ended March 31, 2014 were purchased at an average price of $28.81 per ton, which represents a decrease of $19.27 per ton from the average price of $48.08 per ton for the three months ended March 31, 2013. The aggregate cost for tons of coal purchased for the three months ended March 31, 2014 decreased by $6.1 million from the aggregate cost for tons of coal purchased for the three months ended March 31, 2013.

Depreciation, Depletion and Amortization

DD&A expense was $11.2 million for the three months ended March 31, 2014, a decrease of $1.7 million, or 13.2%, from $12.9 million for the three months ended March 31, 2013. Depreciation expense was $7.3 million for the three months ended March 31, 2014, a $0.1 million increase compared to $7.2 million for the three months ended March 31, 2013. Amortization expense decreased $2.2 million to $2.7 million for the three months ended March 31, 2014 from $4.9 million for the three months ended March 31, 2013. The 2013 period expense reflects an increase in the estimated cost of reclamation work to be performed at closed mines. Depletion expense was $1.2 million for the three months ended March 31, 2014, a $0.4 million increase from $0.8 million for the three months ended March 31, 2013, which was primarily attributable to an increase in the depletion rate per ton as we mined a higher percentage of owned versus leased tons.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $3.7 million for the three months ended March 31, 2014, a decrease of $0.5 million, or 12.2%, from $4.2 million for the three months ended March 31, 2013. The decrease was primarily attributable to the absence of non-recurring fees incurred in 2013, principally for advisory and legal services, related to the refinancing of our credit facility that was completed in the second quarter of 2013.

Loss on Disposal of Assets, Net

The net loss on disposal of assets of $0.2 million for the three months ended March 31, 2014 represents a decrease of $0.2 million from a net loss on disposal of assets of $0.4 million for the three months ended March 31, 2013. The net loss for both periods related to the disposal of equipment in the normal course of business.

Net Loss (Income) Attributable to Noncontrolling Interest

Net loss (income) attributable to noncontrolling interest relates to the 49% ownership interest in Harrison Resources owned by a subsidiary of CONSOL. Net loss attributable to noncontrolling interest was $0.4 million for the three months ended March 31, 2014, a decrease of $0.7 million from net income attributable to noncontrolling interest of $0.3 million for the three months ended March 31, 2013. This decrease was primarily due to an increase in mining costs and a decrease in selling price resulting from the mining of a lower quality of coal.

Liquidity and Capital Resources

Liquidity

Our business is capital intensive and requires substantial capital expenditures for, among other things, purchasing, maintaining and upgrading equipment used in developing and mining our coal, and acquiring reserves. Our principal liquidity needs are to finance current operations and fund capital expenditures, including costs of acquisitions from time to time, servicing of our debt and paying cash distributions to our unitholders when we are in a position to do so. Our primary sources of liquidity to meet these needs are cash generated by our operations and borrowings under the Financing Agreements. We were able to sell our Illinois Basin dock in April 2014, thereby enhancing our liquidity by the $2.0 million in proceeds received in the sale. Also, if we are able to sell the remaining Illinois Basin equipment, consisting of a large-capacity shovel and several smaller pieces of equipment, our liquidity will be further enhanced. Additionally, we would consider offers for the remaining coal reserves and/or facilities related to our Illinois Basin operations, which could also enhance our liquidity further.

Our ability to satisfy our working capital requirements, meet debt service obligations, and fund planned capital expenditures substantially depends upon our future operating performance, which may be affected by prevailing economic conditions in the coal industry. To the extent our future operating cash flow or access to financing sources and the costs thereof are materially different than expected, our future liquidity may be adversely affected.

Please read “— Capital Expenditures” for a further discussion of the impact of capital expenditures on liquidity.

Cash Flows

Cash flows for the three months ended March 31, 2014 and 2013 are as follows:

	Three Months Ended
	March 31,
	2014			2013
	(in thousands, unaudited)

Net cash from (used):
Operating activities	$	366		$	(5,214	)
Investing activities		(2,328	)		(3,917	)
Financing activities		3,509			10,492
Total	$	1,547		$	1,361

Net cash provided by operating activities was $0.4 million for the three months ended March 31, 2014 compared to $5.2 million of net cash used in operating activities for the three months ended March 31, 2013, an increase of $5.6 million. We experienced a net loss for the three months ended March 31, 2014 of $10.6 million, an increase of $4.3 million, compared to a net loss for the three months ended March 31, 2013 of $6.3 million. The increase in the net loss was attributable in part to a $1.9 million increase in non-cash interest expense, a $0.4 million change in the fair value of warrants , and a $0.3 million increase in amortization and write-off of deferred financing costs, partially offset by a $1.7 million decrease in depreciation, depletion and amortization. These differences, combined with an $8.8 million favorable change in working capital, are the primary drivers of the increase in net cash provided by operating activities. The favorable change in working capital was primarily attributable to favorable changes of $8.6 million in accounts receivable and $1.6 million in other assets, partially offset by an unfavorable change in inventory of $3.0 million.

Net cash used in investing activities was $2.3 million for the three months ended March 31, 2014 compared to $3.9 million for the three months ended March 31, 2013, a decrease of $1.6 million. The decrease was attributable to a $1.3 million reduction in capital expenditure spending and $0.3 million increase in proceeds from the sale of assets. The $1.3 million reduction in capital expenditure spending consisted of a $0.8 million decrease in mine development costs and a $0.5 million decrease in purchases of property.

Net cash provided by financing activities was $3.5 million for the three months ended March 31, 2014, down $7.0 million from net cash provided by financing activities of $10.5 million for the three months ended March 31, 2013. The $7.0 million decrease in net cash provided by financing activities was primarily attributable to $8.0 million in less net borrowings for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

Capital Expenditures

Our mining operations require investments to maintain, expand, and upgrade existing operations and to meet environmental and safety regulations. We have funded and expect to continue funding capital expenditures primarily from cash generated by our operations and borrowings under the Financing Agreements .

The following table summarizes our capital expenditures by type for the three months ended March 31, 2014 and 2013:

	Three Months Ended
	March 31,
	2014		2013
	(in thousands, unaudited)

Coal reserves and land	$	3	$	14
Mine development		189		1,042
Property and equipment, including components		2,430		2,887

Total	$	2,622	$	3,943

Financing Agreements

In June 2013, we closed on $175 million of credit facilities that replaced our previous term loan and revolving credit facility. The facilities are (i) a first lien credit facility consisting of a $75 million term loan and a $25 million revolver under a financing agreement, as amended (the “First Lien Financing Agreement”) and (ii) a second lien credit facility consisting of a $75 million term loan (with an option for an additional $10 million term loan if requested by us and approved by the issuing second lien lender) under a financing agreement, as amended (the “Second Lien Financing Agreement,” and collectively with the First Lien Financing Agreement, the “Financing Agreements”).

The first lien credit facility matures in September 2015 with an option to extend to June 2016, and the second lien credit facility matures in December 2015 with an option to extend to September 2016, if certain conditions are met. As of March 31, 2014, the blended cash interest rate for both credit facilities was 9.54%. The Financing Agreements contain customary financial and other covenants, and also preclude making unitholder distributions during the term of the credit facilities. Borrowings under the credit facilities are secured by substantially all of our assets.

Warrants

In conjunction with the Second Lien Financing Agreement, certain lenders and lender affiliates received warrants entitling them to purchase 1,955,666 common units and 1,814,185 subordinated units at $0.01 per unit. The warrants participate in distributions whether or not exercised. During the five-year term for exercise of the warrants, the warrant exercise price and number of units will be adjusted for unit splits or reverse splits, such that the economics of the warrants remain unchanged. These warrants are free standing financial instruments, within the scope of ASC 480, Distinguishing Liabilities from Equity , since they are detachable from the Second Lien Financing Agreement. The warrants, classified as a liability, were recorded at their fair value of $7.9 million at issuance. The warrants are subsequently marked to fair value with the change reported in earnings. The fair value assigned to the warrants at issuance was recorded as a debt discount, reducing the outstanding debt balance. This discount will be amortized through interest expense over the life of the second lien credit facility using the effective interest method.

First Lien Credit Facility Borrowings

The first lien credit facility also includes a $25 million revolving credit facility under which $22.0 million was outstanding as of March 31, 2014. As of March 31, 2014, the balance outstanding on the revolver had a weighted average cash interest rate of 8.36%, consisting of either LIBOR of 1.5% plus 6.75% or the Reference Rate of 3.25% plus 6.25%.

Second Lien Credit Facility Borrowings

As of March 31, 2014, the outstanding balance on the second lien credit facility term loan was $72.7 million. This amount represents the principal balance of $75.0 million, plus PIK Interest of $3.4 million, net of the unamortized debt discount of $5.7 million. We are obligated to make quarterly principal payments of $0.2 million commencing in June 2014, until repayment of the then outstanding balance at maturity. As of March 31, 2014, the second lien credit facility term loan had a cash interest rate of 11.00%, consisting of LIBOR of 1.25% plus 9.75%.

The second lien credit facility provides for PIK Interest (paid-in-kind interest as defined in the Second Lien Financing Agreement) at the rate of 5.75%. PIK Interest is added quarterly to the then-outstanding principal amount of the term loan as additional principal obligations. PIK Interest totaled $1.1 million for the three months ended March 31, 2014.

A portion of the principal of $75 million associated with the term loan issued under the second lien credit facility was allocated to the warrants in an amount equal to their fair value of $7.9 million. The value allocated to the warrants was recorded as a debt discount and will be amortized to interest expense over the life of the second lien credit facility using the effective interest method. Amortization of the debt discount totaled $0.7 million for the three months ended March 31, 2014.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to certain off-balance sheet arrangements. These arrangements include guarantees and financial instruments with off-balance sheet risk, such as surety, performance, and road bonds.

Federal and state laws require us to secure certain long-term obligations, such as reclamation and mine closure costs, and contractual performance. Presently, we secure these obligations with surety bonds supported by cash deposits. If surety bonds became unavailable, we would seek to secure our reclamation obligations with cash deposits or other suitable forms of collateral.

As of March 31, 2014, we had $ 33.6 million in surety bonds outstanding to secure certain reclamation obligations which were collateralized by cash of $ 8.6 million. Such collateral is included in “other long-term assets” on our condensed consolidated balance sheets. Additionally, we had road bonds totaling $ 0.6 million and performance bonds totaling $ 2.1 million outstanding to secure contractual performance. We believe these bonds will expire without any claims or payments thereon and therefore they will not have a material adverse effect on our financial position, liquidity or operations.

New Accounting Standards Adopted

Various updates have been issued, most of which represent technical corrections to existing accounting literature or application to specific industries. We do not believe that the adoption of the guidance provided by these updates will have a material impact on our consolidated financial statements.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect reported amounts. These estimates and assumptions are based on information available as of the date of the financial statements. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of results that can be expected for the full year. Please refer to the section entitled “Critical Accounting Policies and Estimates” of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report for a discussion of our critical accounting policies and estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market price risk in the normal course of mining and selling coal. We manage this risk through the use of long-term coal supply contracts, rather than through the use of derivative instruments. Committed, but unpriced, sales are subject to future market price volatility. As of March 31, 2014, 92.3% of our projected sales for the balance of 2014 were committed and priced.

We are also exposed to market price risk related to diesel fuel pricing. To reduce this risk in part, we enter into forward purchase agreements. Additionally, we are further protected by diesel fuel escalation provisions contained in certain of our coal supply contracts that provide for a change in the price per coal ton sold in the event of changes in diesel fuel pricing. As of March 31, 2014, we had such price protection with respect to 86.8% of our expected diesel fuel purchases for the remainder of 2014 .

Item 4. Controls and Procedures

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was performed as of March 31, 2014. This evaluation was performed by our management, with the participation of our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective as of March 31, 2014 to ensure that we are able to collect, process and disclose the information that we are required to disclose in the reports we file with the SEC within the required time periods. During the quarterly period ended March 31, 2014, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with this evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) are filed with this Quarterly Report as Exhibits 31.1 and 31.2. The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 are furnished with this Quarterly Report as Exhibits 32.1 and 32.2.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, our management believes these claims will not have a material adverse effect on our financial position, liquidity or operations.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, careful consideration should be given to the risk factors discussed in the “Risk Factors” section of our Annual Report. There have been no material changes to the risk factors previously disclosed in our Annual Report.

Item 4. Mine Safety Disclosures

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K for the quarter ended March 31, 2014 is included as Exhibit 95 to this Quarterly Report on Form 10-Q.

Item 6. Exhibits

The exhibits listed in the Exhibit Index are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 6, 2014

OXFORD RESOURCE PARTNERS, LP

By: OXFORD RESOURCES GP, LLC, its general partner

	By:	/s/ CHARLES C. UNGUREAN
		Charles C. Ungurean President and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ BRADLEY W. HARRIS
		Bradley W. Harris Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3.1	Certificate of Limited Partnership of Oxford Resource Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Commission File No. 333-165662) filed on March 24, 2010)
3.2	Third Amended and Restated Agreement of Limited Partnership of Oxford Resource Partners, LP dated July 19, 2010 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on July 19, 2010)
3.2A	First Amendment to Third Amended and Restated Limited Partnership Agreement of Oxford Resource Partners, LP dated June 24, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on June 25, 2013)
3.3	Certificate of Formation of Oxford Resources GP, LLC (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-1 (Commission File No. 333-165662) filed on April 21, 2010)
3.4	Third Amended and Restated Limited Liability Company Agreement of Oxford Resources GP, LLC dated January 1, 2011 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on January 4, 2011)
3.4A	First Amendment to Third Amended and Restated Limited Liability Company Agreement of Oxford Resources GP, LLC dated June 24, 2013 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on June 25, 2013)
3.4B*	First Amendment to Third Amended and Restated Limited Liability Company Agreement of Oxford Resources GP, LLC executed as of March 12, 2014 to be effective as of June 24, 2013, entered into to correct, clarify, supersede and replace in its entirety the First Amendment to Third Amended and Restated Limited Liability Company Agreement of Oxford Resources GP, LLC dated June 24, 2013
10.4E	Amendment to Employment Agreement between Oxford Resources GP, LLC and Gregory J. Honish dated as of March 3, 2014 (incorporated by reference to Exhibit 10.4E to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2013 filed on March 4, 2014)
10.5E	Amendment to Employment Agreement between Oxford Resources GP, LLC and Daniel M. Maher dated as of March 3, 2014 (incorporated by reference to Exhibit 10.5E to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2013 filed on March 4, 2014)
10.16P	Amendment No. 2014-1 to Coal Purchase and Sale Agreement, dated January 6, 2014 (incorporated by reference to Exhibit 10.16P to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2013 filed on March 4, 2014)
10.16Q	Amendment No. 2014-2 to Coal Purchase and Sale Agreement, dated February 27, 2014 (incorporated by reference to Exhibit 10.16Q to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2013 filed on March 4, 2014)
10.19A	Amendment to Employment Agreement between Oxford Resources GP, LLC and Bradley W. Harris dated as of March 3, 2014 (incorporated by reference to Exhibit 10.19A to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2013 filed on March 4, 2014)
10.20C	Amendment to Employment Agreement between Oxford Resources GP, LLC and Michael B. Gardner dated as of March 3, 2014 (incorporated by reference to Exhibit 10.20C to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2013 filed on March 4, 2014)

Exhibit Number	Exhibit Description
10.29A*	Form of Warrant (to purchase subordinated units of Oxford Resource Partners, LP) executed as of March 12, 2014 to be effective as of June 24, 2013, issued to correct, clarify, supersede and replace in its entirety the Warrant (to purchase subordinated units of Oxford Resource Partners, LP) issued pursuant to the Warrant Issuance Agreement dated June 24, 2013
31.1*	Certification of Charles C. Ungurean, President and Chief Executive Officer of Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP, for the March 31, 2014 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Bradley W. Harris, Senior Vice President, Chief Financial Officer and Treasurer of Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP, for the March 31, 2014 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Charles C. Ungurean, President and Chief Executive Officer of Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP, for the March 31, 2014 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Bradley W. Harris, Senior Vice President, Chief Financial Officer and Treasurer of Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP, for the March 31, 2014 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95*	Mine Safety Disclosures
101*	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2012; (ii) our Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013; (iii) our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013; (iv) our Condensed Consolidated Statements of Partners’ Capital (Deficit) for the three months ended March 31, 2014 and 2013; and (v) the notes to our Condensed Consolidated Financial Statements.

* Filed herewith (or furnished, in the case of Exhibits 32.1 and 32.2).

Exhibit 3.4B

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OXFORD RESOURCE PARTNERS, LP

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OXFORD RESOURCE PARTNERS, LP (this “ Amendment ”) is executed as of March 12 , 2014 (the “ Execution Date ”) to be effective as of June 24, 2013 (the “ Effective Date ”) by Oxford Resources GP, LLC, a Delaware limited liability company (the “ General Partner ”), as general partner of Oxford Resource Partners, LP, a Delaware limited partnership (the “ Partnership ”), and the Holders (as defined in this Amendment). Capitalized terms used but not defined herein shall have the meanings given them in the Partnership Agreement (as defined below).

WHEREAS , the General Partner and the Limited Partners of the Partnership entered into that certain Third Amended and Restated Agreement of Limited Partnership of Oxford Resource Partners, LP dated as of July 19, 2010 (the “ Partnership Agreement ”);

WHEREAS , Section 5.6(a) of the Partnership Agreement provides that the Partnership may issue additional Partnership Securities and options, rights, warrants, restricted units and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners;

WHEREAS , Section 5.6(c)(i) of the Partnership Agreement provides that the General Partner shall take all actions that it determines to be necessary or appropriate in connection with each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to Section 5.6 of the Partnership Agreement;

WHEREAS , Section 5.6(c) of the Partnership Agreement provides that the General Partner is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities;

WHEREAS , Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement that the General Partner determines does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests;

WHEREAS , Section 13.1(d)(ii)(A) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement that the General Partner determines to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act);

WHEREAS , Section 13.1(g) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement that the General Partner determines to be necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the Partnership Agreement;

WHEREAS , as of the Effective Date, the General Partner, Tennenbaum Opportunities Partners V, LP (“ Tennenbaum V ”), Tennenbaum Opportunities Fund VI, LLC (“ Tennenbaum VI ”), A 544 Acquisition LLC and A 544 Acquisition-B LLC executed a First Amendment to Third Amended and Restated Agreement of Limited Partnership of Oxford Resource Partners, LP (the “ Original First Amendment ”);

WHEREAS , the Original First Amendment incorrectly designated each of the Holder Subordinated Unit Warrants (as defined below) as a Warrant Exercised Unit (as defined below) when each of them should have been designated as a Noncompensatory Option (as defined below);

WHEREAS , subsequent to the execution of the Original First Amendment, the Partnership, the General Partner, Tennenbaum V, Tennenbaum VI, Oxford Resource Holdings, LLC and Oxford Resource Holdings II, LLC (“ Oxford Holdings II ”) entered into that certain Warrant Issuance Agreement Corrective Instrument effective as of the Effective Date (the “ Corrective Instrument ”) to correct and clarify that (i) Tennenbaum VI was incorrectly designated by the Warrant Agreement (as defined below) as a holder of Holder Common Unit Warrants (as defined below) and a holder of Holder Subordinated Unit Warrants; and (ii) Oxford Holdings II should have been designated by the Warrant Agreement as a holder of Holder Common Unit Warrants and a holder of Holder Subordinated Unit Warrants; and

WHEREAS , the General Partner, pursuant to its authority under Sections 13.1(d)(i), 13.1(d)(ii)(A) and 13.1(g) of the Partnership Agreement, has made the determinations required thereby and accordingly is effecting this Amendment to (i) provide for the issuance of (a) the Holder Common Unit Warrants and (b) the Holder Subordinated Unit Warrants; (ii) correct, clarify, supersede and replace in its entirety the Original First Amendment; (iii) account for and implement the Corrective Instrument; and (iv) provide for such other matters as are provided for herein;

NOW, THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:

A. Amendment . The Partnership Agreement is hereby amended as follows:

1. Section 1.1 is hereby amended by restating in its entirety the following definition:

“ Capital Contribution ” means (a) with respect to any Partner, any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership (including, (i) in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions, (ii) in the case of any Penny Warrants, (A) the amount that the holder paid to the Partnership for the Penny Warrants upon the issuance thereof and (B) the exercise price paid by the holder of such Penny Warrants upon the exercise thereof, and (iii) in the case of any exercise of a Noncompensatory Option, (A) the amount that the holder paid to the Partnership for the issuance of such Noncompensatory Option and (B) the exercise price paid by the holder of such Noncompensatory Option upon the exercise thereof) or (b) with respect to the General Partner only, (i) distributions of cash that the General Partner is entitled to receive but otherwise waives such that the Partnership retains such cash or (ii) Common Units that the General Partner contributes to the Partnership.

2. Section 1.1 is hereby amended further by adding thereto in the appropriate place alphabetically the following new definitions:

“ Applicable Common Unit Ratio ” means, with respect to a Holder, a percentage, the numerator of which is the number of Common Units subject to the Holder Common Unit Warrant held by such Holder and the denominator of which is the number of Common Units subject to all Holder Common Unit Warrants.

“ Applicable Subordinated Unit Ratio ” means, with respect to a Holder, a percentage, the numerator of which is the number of Subordinated Units subject to the Holder Subordinated Unit Warrant held by such Holder and the denominator of which is the number of Subordinated Units subject to all Holder Subordinated Unit Warrants.

“Common Unit Warrants Purchase Price” means the amount that a Holder is deemed to have paid for the Holder Common Unit Warrant held by such Holder as determined by multiplying the fair market value allocated to the Holder Common Unit Warrants pursuant to Section 1(b) of the Warrant Agreement by such Holder’s Applicable Common Unit Ratio.

“ Corrective Instrument ” means that certain Warrant Issuance Agreement Corrective Instrument entered into effective as of the Effective Date by the Partnership, the General Partner, Tennenbaum V, Tennenbaum Opportunities Fund VI, LLC, Oxford Resource Holdings, LLC and Oxford Holdings II.

“General Partner Unit Warrants Purchase Price” means the amount that a Holder is deemed to have paid for the Holder General Partner Unit Warrant held by such Holder as determined by multiplying the fair market value allocated to the Holder General Partner Unit Warrants pursuant to Section 1(b) of the Warrant Agreement by such Holder’s Applicable General Partner Unit Ratio.

“ General Partner Warrants ” means the warrants issued to the Holders (or their affiliates) in connection with the Warrant Agreement that are exercisable for Class B Units of Oxford Resources GP.

“Holder Common Unit Warrants” means any warrants issued to the Holders (or their affiliates) in connection with the Warrant Agreement that are exercisable for Common Units.

“Holder Subordinated Unit Warrants” means any warrants issued to the Holders (or their affiliates) in connection with the Warrant Agreement that are exercisable for Subordinated Units.

“ Holders ” means Tennenbaum V, Oxford Holdings II, A 544 Acquisition LLC and A 544 Acquisition-B LLC .

“Holder Warrants” means the Holder Common Unit Warrants and the Holder Subordinated Unit Warrants.

“Holder Warrants Effective Date” means June 24, 2013.

“ Noncompensatory Option ” means a “noncompensatory option” within the meaning of Treasury Regulation Sections 1.721-2(f) and 1.761-3(b)(2) issued by the Partnership which, as of the date such option is issued by the Partnership, is not treated as a partnership interest pursuant to Treasury Regulation Section 1.761-3(a).

“ Oxford Holdings II ” means Oxford Resource Holdings II, LLC.

“Penny Warrants” means the Holder Common Unit Warrants which have an exercise price of one cent ($0.01) or an otherwise nominal exercise price.

“Second Lien Financing Agreement” means that certain Financing Agreement, dated as of June 24, 2013, by and among Oxford Mining Company, LLC, a wholly owned subsidiary of the Partnership, as borrower, the lenders signatory thereto, and Obsidian Agency Services, Inc. as the administrative agent.

“Subordinated Unit Warrants Purchase Price” means the amount that a Holder is deemed to have paid for the Holder Subordinated Unit Warrant held by such Holder as determined by multiplying the fair market value allocated to the Holder Subordinated Unit Warrants pursuant to Section 1(b) of the Warrant Agreement by such Holder’s Applicable Subordinated Unit Ratio.

“ Tennenbaum V ” means Tennenbaum Opportunities Partners V, LP.

“ Treasury Regulation ” means any income tax regulation under the Code, whether such regulation is in proposed, temporary or final form, as such regulation may be amended from time to time (including corresponding provisions of any succeeding regulation).

“ Warrant Agreement ” means that certain Warrant Issuance Agreement, executed to be effective as of the Effective Date, to which the Partnership is a party, as clarified and corrected by the Corrective Instrument.

“ Warrant Exercised Common Unit ” means (a) any Common Unit issued by the Partnership upon the exercise of a Holder Common Unit Warrant and (b) any Pen ny Warrant issued by the Partnership to the Holders (or their affiliates) in connection with the Warrant Agreement that are exercisable for Common Units.

“ Warrant Exercised Subordinated Unit ” means any Subordinated Unit issued by the Partnership upon the exercise of a Holder Subordinated Unit Warrant .

“ Warrant Exercised Unit ” means any Warrant Exercised Common Unit or Warrant Exercised Subordinated Unit, as applicable.

3. Section 5.5(d)(i) is hereby amended by restating it in its entirety to read as follows:

(d)(i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on: (A) an issuance of additional Partnership Interests for cash or Contributed Property, (B) the issuance of Partnership Interests as consideration for the provision of services, (C) the issuance by the Partnership of a Noncompensatory Option, or (D) the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b), the Capital Account of each Partner and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated to the Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the liquidation of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt; provided, however, that the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time and the General Partner shall make such adjustments to such valuation as required by Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2). The General Partner shall allocate such aggregate value, as so adjusted, among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties.

4. Article V is hereby amended by adding thereto the following new Section 5.5(d)(iii):

(d)(iii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s), immediately after the exercise of any Noncompensatory Option, the Capital Account of each Partner and the Carrying Value of each Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if (A) such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately after such exercise, and (B) (1) first, all Unrealized Gain had been allocated pro rata to the Partners holding Warrant Exercised Units until the Capital Account of each such Partner with respect to each such Warrant Exercised Unit equals the Per Unit Capital Amount of a Common Unit, and (2) second, any remaining Unrealized Gain or Unrealized Loss had been allocated to the Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the liquidation of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately after the exercise of such Noncompensatory Option shall be determined by the General Partner using such method of valuation as it may adopt; provided, however, that the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time and the General Partner shall make such adjustments to such valuation as required by Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2). The General Partner shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value, as so adjusted, for individual properties. If, after making the allocations of Unrealized Gain and Unrealized Loss as set forth above in this Section 5.5(d)(iii), the Capital Account of each Partner with respect to each Warrant Exercised Unit received upon the exercise of any Noncompensatory Option is less than the Per Unit Capital Amount of a Common Unit, then, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), Capital Account balances shall be reallocated between the Partners holding Common Units (other than such Warrant Exercised Common Units) and Partners holding such Warrant Exercised Units so as to cause the Capital Account of each Partner holding such Warrant Exercised Units to equal, on a per unit basis with respect to each such Warrant Exercised Unit, the Per Unit Capital Amount of a Common Unit. In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(4), if Capital Account balances are reallocated pursuant to the immediately preceding sentence, the Partnership shall make corrective allocations so as to take into account the reallocation of Capital Account balances as provided in Treasury Regulation Section 1.704-1(b )(4)(x).

5. Article V is hereby amended by adding thereto the following new Section 5.12:

Section 5.12 Treatment of Holder Warrants.

(a) All Penny Warrants shall be treated as Warrant Exercised Units from the date of issuance and, for the avoidance of all doubt, Articles IV, V, VI, VII, VIII, IX, X, XI, XII and XIII of this Agreement shall be interpreted accordingly as necessary to ensure that allocations, distributions, capital accounts, tax reporting and tax elections are all undertaken by the Partnership in a manner consistent with such treatment.

(b) Each of the Holder Subordinated Unit Warrants shall be treated as a Noncompensatory Option as of and after the Holder Warrants Effective Date.

6. Article V is hereby further amended by adding thereto the following new Section 5.13:

Section 5.13 Capital Contribution by Holders of Warrant Exercised Units and Oxford Resources GP.

(a) As of the date of the Company’s issuance of the Holder Common Unit Warrants, each Holder of the Warrant Exercised Common Units shall, for all purposes of this Agreement, be treated as having made a Capital Contribution to the Partnership in an amount equal to such Holder’s Common Unit Warrants Purchase Price.

(b) As of the date of the Company’s issuance of Warrant Exercised Subordinated Units, each Holder of the Warrant Exercised Subordinated Units shall, for all purposes of this Agreement, be treated as having made a Capital Contribution to the Partnership in an amount equal to such Holder’s Subordinated Unit Warrants Purchase Price.

(c) As of the date of Oxford Resources GP’s issuance of the General Partner Warrants, Oxford Resources GP shall, for all purposes of this Agreement, be treated as having made a Capital Contribution to the Partnership in an amount equal to the General Partner Warrants Purchase Price.

7. Section 13.3 is hereby amended by adding the following subsection (f) at the end thereof:

(f) Notwithstanding anything herein to the contrary, no amendment shall be effective that (i) enlarges the obligations of any holder of Holder Warrants (whether as a holder of Holder Warrants or Warrant Exercised Units) without the prior approval of the holders of a majority of the Warrant Exercised Units issuable upon exercise of the Holder Warrants, (ii) affects the holders of Common Unit Holder Warrants in a manner disproportionately and adversely as compared to the holders of Common Units without the prior approval of the holders of a majority of the Warrant Exercised Common Units issuable upon exercise of the Holder Common Unit Warrants or (iii) affects the holders of Subordinated Unit Holder Warrants in a manner disproportionately and adversely as compared to the holders of Subordinated Units without the prior approval of the holders of a majority of the Warrant Exercised Subordinated Units issuable upon exercise of the Holder Subordinated Unit Warrants.

8. Article XVI is hereby amended by adding thereto the following new Section 16.14:

Section 16.14 Holders

The Holders shall, from and after the Holder Warrants Effective Date, be parties to this Agreement, bound by the terms and conditions hereof and entitled to their rights, subject to their obligations, set forth herein.

B. Loan Document Acknowledgments and Agreements . The General Partner on behalf of the Partnership hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” as such term is defined in the Second Lien Financing Agreement, and that accordingly (1) it is an Event of Default (a) pursuant to Section 9.01(b) of the Second Lien Financing Agreement if any representation or warranty made by the Partnership under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made and/or (b) pursuant to Section 9.01(d) of the Second Lien Financing Agreement if the Partnership shall fail to perform or observe any term, covenant or agreement contained in this Amendment and (2) pursuant to Section 12.04 of the Second Lien Financing Agreement, the Partnership is obligated to pay on demand all reasonable fees, costs and expenses of the Holders in connection with the preparation, execution and delivery of this Amendment.

C. Effect of Amendment . This Amendment corrects, clarifies, supersedes and replaces in its entirety the Original First Amendment.

D. Status of Partnership Agreement . Except as hereby amended by this Amendment, the Partnership Agreement shall remain in full force and effect.

E. Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.

F. Severability . Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signatures on following pages]

IN WITNESS WHEREOF, this Amendment has been executed as of the Execution Date to be effective as of the Effective Date.

	GENERAL PARTNER:

	OXFORD RESOURCES GP, LLC



	By:	/s/ Daniel M. Maher
	Name:	Daniel M. Maher
	Title:	Senior Vice President

IN WITNESS WHEREOF, this Amendment has been executed as of the Execution Date to be effective as of the Effective Date.

	HOLDERS:

	TENNENBAUM OPPORTUNITIES PARTNERS V, LP


	By:	Tennenbaum Capital Partners, LLC, its Investment Manager


	By:	/s/ David Hollander
	Name:	David Hollander
	Title:	Managing Partner

IN WITNESS WHEREOF, this Amendment has been executed as of the Execution Date to be effective as of the Effective Date.

HOLDERS:

OXFORD RESOURCE HOLDINGS II, LLC

By:

Tennenbaum Opportunities Fund VI, LLC, its Member

By: Tennenbaum Capital Partners, LLC, its Investment Manager

By:

/s/ David Hollander

Name:

David Hollander

Title:

Managing Partner

IN WITNESS WHEREOF, this Amendment has been executed as of the Execution Date to be effective as of the Effective Date.

HOLDERS:

A544 ACQUISITION LLC

By:

PIMCO Distressed Credit Fund, L.P., its managing member

By: PIMCO GP VII, its general partner

By: Pacific Investment Management Company LLC, its managing member

By:

/s/ Sai Devabhaktini

Name:

Sai Devabhaktini

Title:

Executive Vice President

IN WITNESS WHEREOF, this Amendment has been executed as of the Execution Date to be effective as of the Effective Date.

HOLDERS:

A544 ACQUISITION-B LLC

By:

PIMCO Distressed Credit Fund B, L.P., its managing member

By: PIMCO GP VII, its general partner

By: Pacific Investment Management Company LLC, its managing member

By:

/s/ Sai Devabhaktini

Name:

Sai Devabhaktini

Title:

Executive Vice President

Exhibit 10.29A

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (the “ Securities Act ”), (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT WITHOUT RESTRICTION, OR (III) THE PARTNERSHIP HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR ANY OTHER MARGIN LOAN ENTERED INTO BY THE HOLDER OF THE SECURITIES OR ITS AFFILIATES IN THE ORDINARY COURSE OF BUSINESS.

No. OXFSW-__R

June 24, 2013

Oxford Resource Partners, LP

WARRANT TO PURCHASE SUBORDINATED UNITS

This Warrant to Purchase Subordinated Units (this “ Warrant ”) is executed as of March 12 , 2014 (the “ Execution Date ”) to be effective as of June 24, 2013 (the “ Effective Date ”) by and between [NAME OF WARRANTHOLDER] (the “ Warrantholder ”) and OXFORD RESOURCE PARTNERS, LP , a Delaware limited partnership (the “ Partnership ”).

WHEREAS , as of the Effective Date, the Warrantholder and the Partnership executed a Warrant to Purchase Subordinated Units, denominated as No. OXFSW-__ (the “ Original Warrant ”);

WHEREAS , the Original Warrant incorrectly designated the Warrant Units (as defined below) as, solely for income tax purposes, if they had been exercised in full by the Warrantholder as of the Effective Date;

WHEREAS , the Warrantholder and the Partnership desire to correct, clarify, supersede and replace in its entirety the Original Warrant to provide that the Warrant Units should be properly classified for federal, state and local income tax purposes as a noncompensatory option within the meaning of Treasury Regulation Sections 1.721-2(f) and 1.761-3(b)(2);

NOW, THEREFORE , the Warrantholder and the Partnership do hereby correct, clarify, supersede and replace the Original Warrant to provide as follows:

For VALUE RECEIVED, the Warrantholder is entitled to purchase, subject to the provisions of this Warrant, from the Partnership, at an exercise price per unit equal to $0.01 per Subordinated Unit (the “ Exercise Price ”), at any time after the Effective Date (the “ Exercise Commencement Date ”) and not later than 5:00 P.M., New York City time, on the fifth anniversary of the Effective Date (the “ Exercise Expiration Date ”), up to _______ units (the “ Warrant Units ”) of the Partnership’s subordinated units representing limited partner interests (the “ Subordinated Units ”). The number of Warrant Units purchasable upon exercise of this Warrant (the “ Purchasable Warrant Units ”) shall be subject to adjustment from time to time as described herein.

This Warrant is authorized under the terms of that certain Third Amended and Restated Agreement of Limited Partnership of Oxford Resource Partners, LP dated July 19, 2010, as amended by that certain First Amendment to Amended and Restated Agreement of Limited Partnership effective as of June 24, 2013 (the “ Partnership Agreement ”), and is issued in connection with that certain Financing Agreement, dated as of June 24 , 2013, by and among Oxford Mining Company, LLC, a wholly owned subsidiary of the Partnership, as borrower (the “ Borrower ”), the lenders signatory thereto, and Obsidian Agency Services, Inc., as administrative agent (the “ Second Lien Financing Agreement ”). Unless otherwise indicated herein or therein, capitalized terms used in this Warrant or any appendix hereto shall have the respective meanings ascribed to such terms herein or in the Partnership Agreement.

Section 1. Registration . The Partnership shall maintain books for the transfer and registration of this Warrant. Upon the initial issuance of this Warrant, the Partnership shall issue and register this Warrant in the name of the Warrantholder.

Section 2. Transfers . As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act, or an exemption from such registration, and in compliance with any applicable state securities laws. Subject to such restrictions, the Partnership shall transfer this Warrant in whole or in part from time to time upon the books to be maintained by the Partnership for that purpose, upon surrender thereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Partnership, including, if required by the Partnership, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new warrant shall be issued to the transferee with this Warrant being surrendered in whole or in part by the Warrantholder and voided and canceled by the Partnership.

Section 3. Exercise of Warrant .

(a) This Warrant may be exercised in whole or in part at any time on or after the Exercise Commencement Date and prior to the Exercise Expiration Date, upon delivery of the warrant exercise form attached hereto as Appendix A (the “ Notice of Exercise ”) and payment by certified check or wire transfer (or by net exercise as provided in Section 3(f)) for the aggregate Exercise Price for that number of Warrant Units then being purchased, to the Partnership during normal business hours on any day other than a Saturday or Sunday on which banks are open for business in New York City (a “ Business Day ”) at the Partnership’s principal executive offices (or such other office or agency of the Partnership as the Partnership may designate by notice to the Warrantholder, provided that any Notice of Exercise delivered after 12:00 noon, New York City time, will be deemed delivered the next Business Day). The Warrant Units so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such Warrant Units, as of 5:00 P.M., New York City time, on the date on which the aggregate Exercise Price shall have been paid (unless the exercise is a net issuance exercise as provided in Section 3(f)). The Subordinated Units shall not be certificated and shall be evidenced only by the registration of such Subordinated Units on the books and records of the Partnership maintained for such purpose.

(b) Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Partnership until the Warrantholder has purchased all of the Warrant Units available hereunder and this Warrant has been exercised in full, in which case the Warrantholder shall surrender this Warrant to the Partnership for cancellation within three (3) days of the date the final Notice of Exercise is delivered to the Partnership. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Units available hereunder shall have the effect of lowering the outstanding number of Purchasable Warrant Units hereunder in an amount equal to the applicable number of Warrant Units purchased. The Partnership shall maintain records showing the number of Warrant Units purchased and the date of such purchases. The Partnership shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such Notice of Exercise. In the event of any dispute or discrepancy, the records of the Partnership shall be controlling and determinative in the absence of manifest error. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Section 3(b), following the purchase of a portion of the Warrant Units hereunder, the number of Warrant Units available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(c) If this Warrant shall have been exercised in part and surrendered, the Partnership shall, at its own expense and at the time of delivery of the certificate or certificates representing Warrant Units, deliver to the Warrantholder a new Warrant evidencing the rights of the Warrantholder to purchase the unpurchased Warrant Units called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant.

(d) If this Warrant is not exercised on or prior to 5:00 P.M., New York City time on the Exercise Expiration Date, this Warrant shall be void and all rights of the holder hereof shall cease.

(e) [Intentionally left blank]

(f) Notwithstanding any other provision contained herein to the contrary, the Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Exercise Price in respect of the Subordinated Units to be acquired, Subordinated Units equal to the value of this Warrant or any portion hereof by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with the Net Issue Election Notice attached hereto as Appendix B (the “ Net Issue Election Notice ”) duly executed, at the office of the Partnership. Thereupon, the Partnership shall issue to the Warrantholder such number of fully paid, validly issued and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) Subordinated Units as is computed using the following formula:

X =	Y (A - B) A

where

X = the number of Subordinated Units which shall be issued to the Warrantholder;

Y = the number of Warrant Units covered by this Warrant that the Warrantholder is surrendering at such time for net issuance exercise (including both units to be issued to the Warrantholder and units to be canceled as payment therefor);

A = the Fair Market Value (as defined below) of one Subordinated Unit as at the time the net issue election is made; and

B = the Exercise Price in effect under this Warrant at the time the net issue election is made.

For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as in effect on the Exercise Commencement Date, it is intended that the Warrant Units issued in a net issuance exercise shall be deemed to have been acquired by the Warrantholder, and the holding period for the Warrant Units shall be deemed to have commenced, on the Exercise Commencement Date.

(g) Notwithstanding anything to the contrary contained herein, the Partnership shall not effect the exercise of this Warrant and the Warrantholder shall not have the right to exercise this Warrant pursuant to the terms and conditions of this Warrant, and any such exercise shall be null and void and treated as if never made, to the extent that, after giving effect to such exercise, such Warrantholder (together with such Warrantholder's affiliates) would beneficially own in excess of 4.99% (the “ Maximum Percentage ”) of the number of Common Units outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Units beneficially owned by such Warrantholder and its affiliates shall include the number of Common Units issuable upon conversion of the Subordinated Units issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of Common Units which would be issuable upon (i) conversion of the Subordinated Units issuable upon exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Warrantholder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Partnership beneficially owned by such Warrantholder or any of its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”). For purposes of determining the number of outstanding Common Units, the Warrantholder may rely on the number of outstanding Common Units as reflected in (1) the Partnership's most recent Form 10-K, Form 10-Q, Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Partnership or (3) any other notice by the Partnership or its transfer agent setting forth the number of Common Units outstanding. For any reason at any time, upon the written or oral request of the Warrantholder, the Partnership shall within one (1) Business Day confirm orally and in writing to the Warrantholder the number of Common Units then outstanding. In any case, the number of outstanding Common Units shall be determined after giving effect to the conversion or exercise of securities of the Partnership, including the Warrant, by the Warrantholder and its affiliates since the date as of which such number of outstanding Common Units was reported. By written notice to the Partnership, the Warrantholder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that any such increase will not be effective until the sixty-first (61 ^st ) day after such notice is delivered to the Partnership. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Section 4. Compliance with the Securities Act . Except as set forth in Section 2(g) of the Warrant Issuance Agreement, dated as of June 24, 2013, pursuant to which this Warrant was issued (the " Warrant Issuance Agreement "), any certificate evidencing the Warrant Units shall bear a restrictive legend set forth on the first page of this Warrant.

Section 5. Payment of Taxes . The Partnership will pay any documentary stamp taxes attributable to the initial issuance of Warrant Units issuable upon the exercise of this Warrant; provided, however, that the Partnership shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Units in a name other than that of the Warrantholder in respect of which such Warrant Units are issued, and in such case the Partnership shall not be required to issue or deliver any certificate for Warrant Units or any Warrant until the person requesting the same has paid to the Partnership the amount of such tax or has established to the Partnership’s reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such taxes are due.

Section 6. Mutilated or Missing Warrants . In case this Warrant shall be mutilated, lost, stolen or destroyed, the Partnership shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for this Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Units, but only upon receipt of evidence reasonably satisfactory to the Partnership of such loss, theft or destruction of this Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Partnership.

Section 7. Adjustments . The Exercise Price and number of Purchasable Warrant Units subject to this Warrant shall be subject to adjustment from time to time as set forth in this Section 7.

(a) If the Partnership shall, at any time or from time to time while this Warrant is outstanding, subdivide its outstanding Subordinated Units into a greater number of Subordinated Units or combine its outstanding Subordinated Units into a smaller number of Subordinated Units or issue by reclassification of its outstanding Subordinated Units any units representing its limited partner interests (including any such reclassification in connection with a consolidation or merger in which the Partnership is the continuing entity), then the number of Purchasable Warrant Units upon exercise of this Warrant and the Exercise Price in effect immediately prior to the date upon which such change shall become effective shall be adjusted by the Partnership so that the Warrantholder thereafter exercising this Warrant shall be entitled to receive the number of Subordinated Units or other limited partner interests which the Warrantholder would have received if this Warrant had been exercised in full immediately prior to such event upon payment of an Exercise Price that has been adjusted to reflect the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.

(b) If any capital reorganization, reclassification of the limited partner interests of the Partnership, consolidation or merger of the Partnership with another entity in which the Partnership is not the continuing entity, or sale, transfer or other disposition of all or substantially all of the Partnership’s assets to another entity shall be effected, in each case, directly or indirectly or in one or more related transactions (each, a “ Fundamental Transaction ”), then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to exercise this Warrant and receive, upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Units immediately theretofore issuable upon exercise of this Warrant, such limited partner interests, securities or assets or property (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Units equal to the number of Warrant Units immediately theretofore issuable upon exercise of this Warrant had this Warrant been exercised in full immediately prior to such Fundamental Transaction (the “ Transaction Consideration ”), and in any such case appropriate provision (as determined in good faith by the Board of Directors of the general partner of the Partnership) shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable as nearly equivalent as may be practicable in relation to any Transaction Consideration deliverable upon the exercise hereof. The Partnership shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the continuing entity (if other than the Partnership) resulting from such consolidation or merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity, shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Partnership, such Transaction Consideration as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive upon exercise hereof, and the other obligations under this Warrant. Without limiting the generality of the foregoing, the terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or continuing entity to comply with the provisions of this Section 7(b) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. The aggregate Exercise Price for this Warrant shall not be affected by any such Fundamental Transaction, but the Partnership shall apportion such aggregate Exercise Price among the Transaction Consideration in a reasonable manner reflecting the relative value of any different components of the Transaction Consideration, if applicable. If holders of Subordinated Units are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Warrantholder shall be given the same choice as to the Transaction Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Warrantholder’s request, any successor to the Partnership or continuing entity in such Fundamental Transaction shall issue to the Warrantholder a new Warrant consistent with the foregoing provisions and evidencing the Warrantholder’s right to purchase the Transaction Consideration for the aggregate Exercise Price upon exercise thereof.

(c) If the Partnership shall, at any time or from time to time while this Warrant is outstanding, declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Subordinated Units, by way of return of capital or otherwise (including, without limitation, any distribution of cash, Subordinated Units or other securities or limited partner interests, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance of this Warrant, then, in each such case, the Warrantholder shall be entitled to participate in such Distribution to the same extent that the Warrantholder would have participated therein if the Warrantholder had held the number of Subordinated Units acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including, without limitation, the Maximum Percentage) immediately before the date as of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Subordinated Units are to be determined for the participation in such Distribution ( provided , however , that, to the extent that the Warrantholder’s right to participate in any such Distribution would result in the Warrantholder and its affiliates exceeding the Maximum Percentage, then the Warrantholder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of such Common Units as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the Warrantholder until such time or times as its right thereto would not result in the Warrantholder and its affiliates exceeding the Maximum Percentage, at which time or times the Warrantholder shall be granted such rights (and any rights under this Section 7(c) on such initial rights or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

(d) An adjustment to the Exercise Price shall become effective immediately after the payment date in the case of each distribution and immediately after the effective date of each other event which requires an adjustment.

(e) In the event that, as a result of an adjustment made pursuant to this Section 7, the Warrantholder shall become entitled to receive any limited partner interests in the Partnership other than Subordinated Units, the limited partner interests so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Units contained in this Warrant.

(f) If and whenever the Partnership shall issue or sell, or is, in accordance with any of Sections 7(f)(i) - (vii), deemed to have issued or sold, any Subordinated Units (a “ Trigger Issuance ”) for no consideration or for a consideration per unit less than the Fair Market Value of the Subordinated Units in effect at the time of such Trigger Issuance (the “ Current Fair Market Value ”), the number of Purchasable Warrant Units which may be purchased upon exercise of the Warrant shall be increased by multiplying the number of Warrant Units which currently may be purchased upon exercise of the Warrant by the following fraction:

C + (D / E)

where

the number of Warrant Units that can currently be purchased upon exercise of the Warrant;

B =

the number of Subordinated Units outstanding after giving effect to the issuance of the number of Additional Subordinated Units issued or deemed to be issued as a result of the Trigger Issuance;

C =

the number of Subordinated Units outstanding immediately prior to the Trigger Issuance;

D =

the aggregate consideration, if any, received or deemed to be received by the Partnership upon such Trigger Issuance; and

E =

the Current Fair Market Value.

For purposes of this Section 7(f), “ Additional Subordinated Units ” shall mean all Subordinated Units issued by the Partnership or deemed to be issued pursuant to this Section 7(f).

For purposes of this Section 7(f), “ Fair Market Value ” of the Subordinated Units shall mean the highest price per Subordinated Unit which the Partnership could obtain from a willing buyer (not a current employee, director, officer, member or stockholder (or affiliate of any of the foregoing)) for Subordinated Units sold by the Partnership, determined by method mutually agreed to by both the Partnership and the Warrantholder). The Board of Directors of the general partner of the Partnership shall respond promptly, in writing, to an inquiry by the Warrantholder as to its view of the fair market value of the Subordinated Units. In the event that the Board of Directors of the general partner of the Partnership and the Warrantholder are unable to agree upon the fair market value of the Subordinated Units, the Partnership and the Warrantholder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by the Partnership.

For purposes of this Section 7(f), the following Sections 7(f)(i) - (f)(vii) shall also be applicable:

(i) Issuance of Rights or Options . In case at any time the Partnership shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Subordinated Units or any limited partner interest or security convertible into or exchangeable for Subordinated Units (such warrants, rights or options being called “ Options ” and such convertible or exchangeable limited partner interests or securities being called “ Convertible Securities ”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per unit for which Subordinated Units are issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum (which sum shall constitute the applicable consideration) of (1) the total amount, if any, received or receivable by the Partnership as consideration for the granting of such Options, plus (2) the aggregate amount of additional consideration payable to the Partnership upon the exercise of all such Options, plus (3), in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the total maximum number of Subordinated Units issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Current Fair Market Value in effect immediately prior to the time of the granting of such Options, then the total number of Subordinated Units issuable upon the exercise of such Options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per unit as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Purchasable Warrant Units. Except as otherwise provided in Section 7(f)(iii), no adjustment of the number of Purchasable Warrant Units shall be made upon the actual issue of such Subordinated Units or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Subordinated Units upon conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities . In case the Partnership shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per unit for which Subordinated Units are issuable upon such conversion or exchange (determined by dividing (A) the sum (which sum shall constitute the applicable consideration) of (1) the total amount received or receivable by the Partnership as consideration for the issue or sale of such Convertible Securities, plus (2) the aggregate amount of additional consideration, if any, payable to the Partnership upon the conversion or exchange thereof, by (B) the total number of Subordinated Units issuable upon the conversion or exchange of all such Convertible Securities), shall be less than the Current Fair Market Value in effect immediately prior to the time of such issue or sale, then the total maximum number of Subordinated Units issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Purchasable Warrant Units, provided that, except as otherwise provided in Section 7(f)(iii), (X) no adjustment of the number of Purchasable Warrant Units shall be made upon the actual issuance of such Subordinated Units upon conversion or exchange of such Convertible Securities and (Y) no further adjustment of the number of Purchasable Warrant Units shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of Section 7(f).

(iii) Change in Option Price or Conversion Rate . Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in Section 7(f)(i), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 7(f)(i) or Section 7(f)(ii), or the rate at which Convertible Securities referred to in Section 7(f)(i) or Section 7(f)(ii) are convertible into or exchangeable for Subordinated Units shall change at any time (including, without limitation, changes under or by reason of provisions designed to protect against dilution), the number of Purchasable Warrant Units at the time of such event shall forthwith be readjusted to the number of Purchasable Warrant Units that could be purchased upon exercise of the Warrant had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold.

(iv) Distributions . Subject to the provisions of this Section 7(f), in case the Partnership shall declare or make any other distribution upon any limited partner interest in the Partnership (other than the Subordinated Units) payable in Subordinated Units, Options or Convertible Securities, then any Subordinated Units, Options or Convertible Securities, as the case may be, issuable in payment of such distribution shall be deemed to have been issued or sold without consideration.

(v) Consideration for Limited Partner Interests . In case any Subordinated Units, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Partnership therefor, after deduction therefrom of any expenses incurred or any underwriting discounts, commissions or concessions paid or allowed by the Partnership in connection therewith. In case any Subordinated Units, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Partnership shall be deemed to be the fair value of such consideration as determined in good faith and agreed upon by both the Board of Directors of the general partner of the Partnership and the Warrantholder, after deduction of any expenses incurred or any underwriting discounts, commissions or concessions paid or allowed by the Partnership in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Partnership, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the general partner of the Partnership. If Subordinated Units, Options or Convertible Securities shall be issued or sold by the Partnership and, in connection therewith, other Options or Convertible Securities (the “ Additional Rights ”) are issued, then the consideration received or deemed to be received by the Partnership shall be reduced by the fair market value of the Additional Rights (as determined using the Black-Scholes Option Pricing Model or another method mutually agreed to by both the Partnership and the Warrantholder). The Board of Directors of the general partner of the Partnership shall respond promptly, in writing, to an inquiry by the Warrantholder as to its view of the fair market value of the Additional Rights. In the event that the Board of Directors of the general partner of the Partnership and the Warrantholder are unable to agree upon the fair market value of the Additional Rights, the Partnership and the Warrantholder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Partnership and the Warrantholder.

(vi) Record Date . In case the Partnership shall take a record of the holders of its Subordinated Units for the purpose of entitling them (A) to receive a distribution payable in Subordinated Units, Options or Convertible Securities or (B) to subscribe for or purchase Subordinated Units, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Subordinated Units deemed to have been issued or sold upon the declaration or the making of such distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(vii) Treasury Units . The number of Subordinated Units outstanding at any given time shall not include units owned or held by or for the account of the Partnership or any of its wholly owned subsidiaries, and the disposition of any such units (other than the cancellation or retirement thereof) shall be considered an issue or sale of Subordinated Units for purposes of this Section 7(f).

(g) [Intentionally left blank]

(h) The adjustments required by this Section 7 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases the number of Purchasable Warrant Units immediately prior to the making of such adjustment by at least 1%. Any adjustment representing a change of less than such minimum amount (except as aforesaid) shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 7 and not previously made, would result in such minimum adjustment.

Section 8. Purchase Rights . In addition to any adjustments pursuant to Section 7, if at any time the Partnership grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Subordinated Units (the “ Purchase Rights ”), then the Warrantholder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrantholder could have acquired if the Warrantholder had held the number of Subordinated Units acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date as of which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Subordinated Units are to be determined for the grant, issue or sale of such Purchase Rights ( provided , however , that, to the extent that the Warrantholder’s right to participate in any such Purchase Right would result in the Warrantholder exceeding the Maximum Percentage, then the Warrantholder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Units as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the Warrantholder until such time or times as its right thereto would not result in the Warrantholder (together with such Warrantholder’s affiliates) exceeding the Maximum Percentage, at which time or times the Warrantholder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Section 9. Termination of Trading Event. If, at any time prior to the third (3rd) anniversary of the Exercise Commencement Date, the Common Units have not been listed for trading on an Eligible Market for a period of sixty (60) days (a “Termination of Trading Event”), at the written request of the Warrantholder delivered on or before the sixtieth (60th) day after the occurrence of the Termination of Trading Event (the date the Warrantholder delivers a written notice of such request, a “Put Notice Date”), the Partnership shall purchase this Warrant from the Warrantholder by paying to the Warrantholder, within three (3) Business Days of the date the Put Value is determined, cash in an amount equal to the Put Value of the remaining unexercised portion of this Warrant on the Put Notice Date. As used herein, “Eligible Market” means, the NYSE MKT LLC, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market or The New York Stock Exchange, Inc. As used herein, “Put Value” means the value of this Warrant as determined by an independent third party valuation firm or investment bank jointly selected by the Partnership and the Warrantholder based on an enterprise value without deduction for liquidity and minority interests, the costs of which valuation shall be borne by the Partnership. The Partnership shall promptly engage such valuation firm and promptly provide such valuation firm with all such information as it shall reasonably request in completing its valuation work.

Section 10. Common Units Warrants . At such time as the outstanding Subordinated Units are converted into Common Units pursuant to the terms of the Partnership Agreement, as may be amended from to time, the Partnership shall issue to the Warrantholder, in exchange for this Warrant, a new warrant (in the form of the Common Units Warrants (as defined in the Warrant Issuance Agreement)) to purchase a number of Common Units equal to the number of Common Units issuable upon conversion of the Subordinated Units issuable upon exercise of the remaining unexercised portion of this Warrant.

Section 11. Income Tax Treatment . The Warrantholder and the Partnership agree that this Warrant, from and after issuance, shall, for federal, state and local income tax purposes, be treated as a “noncompensatory option” within the meaning of Treasury Regulation Sections 1.721-2(f) and 1.761-3(b)(2) issued by the Partnership which, as of the Effective Date, is not treated as a partnership interest pursuant to Treasury Regulation Section 1.761-3(a), and will not be treated as a partnership interest unless, until and only to the extent that this Warrant is exercised and the Warrant Units are issued in accordance with the terms of this Warrant. Accordingly, no allocations of income, gain, loss, deduction or credit shall be made by the Partnership to the Warrantholder in respect of any unexercised Warrants.

Section 12. Calculations and Fractional Interest . All calculations made pursuant to this Warrant shall be made to the nearest cent. The Partnership shall not be required to issue fractions of Warrant Units upon the exercise of this Warrant. If any fractional Subordinated Unit would, except for the provisions of the first sentence of this Section 10, be deliverable upon such exercise, the Partnership, in lieu of delivering such fractional unit, shall pay to the exercising Warrantholder an amount in cash equal to the fair market value of such fractional Subordinated Unit on the date of exercise as determined in good faith by the Board of Directors of the general partner of the Partnership.

Section 13. Benefits . Nothing in this Warrant shall be construed to give any person or entity (other than the Partnership and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Partnership and the Warrantholder.

Section 14. Adjustment Notices . Upon the happening of any event requiring an adjustment of the Exercise Price, the Partnership shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Partnership, stating the adjusted Exercise Price and the adjusted number of Warrant Units resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 15. Notices . Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described: (a) if given by personal delivery, then such notice shall be deemed given upon such delivery, (b) if given by electronic mail or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (c) if given by mail, then such notice shall be deemed given upon the earlier of (i) receipt of such notice by the recipient or (ii) three (3) days after such notice is deposited in the first class mail, postage prepaid, and (d) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one (1) Business Day after delivery to such carrier. All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Partnership’s books and records or at such other address as the Warrantholder may designate by advance written notice to the Partnership, and if to the Partnership, at the address as follows or at such other address as the Partnership may designate by advance written notice to the Warrantholder:

Oxford Resource Partners, LP

41 South High Street, Suite 3450

Columbus, Ohio 43215

Attn: Chief Legal Officer

Email: dmaher@oxfordresources.com

Fax: (614) 754-7100

Section 16. Section Headings . The section headings in this Warrant are for the convenience of the Partnership and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

Section 17. Successors . All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

Section 18. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. The Partnership and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Partnership and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Partnership and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTNERSHIP AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER, HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 19. Rights as Limited Partner . Except as set forth herein or in the Partnership Agreement, prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a limited partner of the Partnership by virtue of its ownership of this Warrant, including, without limitation, the right to receive distributions, exercise any rights to vote, or consent or receive notice as unitholders in respect of the meetings of unitholders or any other matter.

Section 20. Amendment; Waiver . Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 7) only upon the written consent of the Partnership and the Warrantholder, provided that nothing herein shall preclude the Partnership from lowering the Exercise Price.

Section 21. Reservation of Subordinated Units . The Partnership shall at all times reserve and keep available a number of its authorized but unissued Subordinated Units that will be sufficient to permit the exercise in full of this Warrant and all other outstanding warrants issued in connection with the Second Lien Financing Agreement.

Section 22. Requirement for Signature . Unless and until signed by the Partnership, this Warrant shall be invalid and of no force or effect and may not be exercised by the holder hereof.

Section 23. Severability . In the event that any one or more of the provisions contained in this Warrant shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in any other respect and the remaining provisions of this Warrant shall not be in any way impaired so long as this Warrant as so modified continues to express, without material change, the original intentions of the Warrantholder and the Partnership as to the subject matter hereof and the invalidity, illegality or unenforceability of any provision in question does not substantially impair the respective expectations or reciprocal obligations of the Warrantholder and the Partnership or the practical realization of the benefits that would otherwise be conferred upon the Warrantholder and the Partnership. The Warrantholder and the Partnership will endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provision with a valid provision, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.

Section 24. Loan Document Acknowledgments and Agreements . The Partnership hereby acknowledges and agrees that this Warrant constitutes a “Loan Document” as such term is defined in the Second Lien Financing Agreement, and that accordingly (a) it is an Event of Default (i) pursuant to Section 9.01(b) of the Second Lien Financing Agreement if any representation or warranty made by the Partnership under or in connection with this Warrant shall have been untrue, false or misleading in any material respect when made and/or (ii) pursuant to Section 9.01(d) of the Second Lien Financing Agreement if the Partnership shall fail to perform or observe any term, covenant or agreement contained in this Warrant and (b) pursuant to Section 12.04 of the Second Lien Financing Agreement, the Partnership is obligated to pay on demand all reasonable fees, costs and expenses of the Warrantholder in connection with the preparation, execution and delivery of this Warrant.

Section 25. Effect of Warrant . This Warrant corrects, clarifies, supersedes and replaces in its entirety the Original Warrant.

[Signature on Following Page]

IN WITNESS WHEREOF, the Partnership and the Warrantholder have caused this Warrant to be duly executed as of the Execution Date to be effective as of the Effective Date.

Oxford Resource Partners, LP
By Oxford Resources GP, LLC, its general partner


	By:	/s/ Daniel M. Maher
		Daniel M. Maher, Senior Vice President



[NAME OF WARRANTHOLDER]



By:
Name:
Title:

APPENDIX A

Oxford Resource Partners, LP

WARRANT EXERCISE FORM

To [Name]:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (the “Warrant”) for, and to purchase thereunder by the payment of the Exercise Price and surrender of the Warrant, Warrant Units as defined and provided for therein. The Warrant Units issuable upon such election shall be evidenced only by the registration of such Warrant Units on the books and records of the Partnership maintained for such purpose and shall be issued in the name of the undersigned or as otherwise indicated below.

Notwithstanding anything to the contrary contained herein, this election shall constitute a representation by the Warrantholder of the Warrant submitting this election that the recipient of the Subordinated Units issued upon the exercise of this Warrant is an Eligible Citizen. The Partnership may rely on this representation and warranty of the Warrantholder in determining whether the recipient of the Subordinated Units issued upon the exercise of this Warrant is an Eligible Citizen.

[ Signature Page Follows ]

B-1

Dated: _________________, _________

Note:The signature must correspond with the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.	Signature:


	Name (please print)


	Address


	Name for Registration


	Federal Identification or Social Security No.


	Assignee:

B-2

APPENDIX B

Oxford Resource Partners, LP

NET ISSUE ELECTION NOTICE

To: [Name]

Date: ____________,_______

The undersigned hereby elects under Section 3(f) of the within Warrant (the “Warrant”) to surrender the right to purchase __________________ Subordinated Units pursuant to the Warrant and hereby requests the issuance of ___________________ Subordinated Units. The units issuable upon such net issue election shall be evidenced only by the registration of such Subordinated Units on the books and records of the Partnership maintained for such purpose and shall be issued in the name of the undersigned or as otherwise indicated below.

Signature

Name for Registration

Mailing Address

B-3

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Charles C. Ungurean, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of the registrant, Oxford Resource Partners, LP;

2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

	By:	/s/ CHARLES C. UNGUREAN
		Charles C. Ungurean
		President and Chief Executive Officer of Oxford Resources GP, LLC (the general partner of Oxford Resource Partners, LP)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Bradley W. Harris, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of the registrant, Oxford Resource Partners, LP;

2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

	By:	/s/ BRADLEY W. HARRIS
		Bradley W. Harris
		Senior Vice President, Chief Financial Officer and Treasurer of Oxford Resources GP, LLC (the general partner of Oxford Resource Partners, LP)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Oxford Resource Partners, LP (the “Partnership”) on Form 10-Q for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles C. Ungurean, President and Chief Executive Officer of Oxford Resources GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: May 6, 2014

By:

/s/ CHARLES C. UNGUREAN

Charles C. Ungurean

President and Chief Executive Officer of Oxford Resources GP, LLC (the general partner of Oxford Resource Partners, LP)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate document. A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Oxford Resource Partners, LP (the “Partnership”) on Form 10-Q for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley W. Harris, Senior Vice President, Chief Financial Officer and Treasurer of Oxford Resources GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: May 6, 2014

By:

/s/ BRADLEY W. HARRIS

Bradley W. Harris

Senior Vice President, Chief Financial Officer and Treasurer of Oxford Resources GP, LLC (the general partner of Oxford Resource Partners, LP)

Exhibit 95

Mine Safety Disclosure

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 104 of Regulation S-K, is included in this Exhibit 95.

For each coal mine for which we or a subsidiary of ours was an operator within the meaning of Section 3 of the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) during the first quarter of 2014, we include the following table that sets forth: (A) the total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Mine Act for which we received a citation from the Mine Safety and Health Administration (“MSHA”); (B) the total number of failure to abate orders issued under Section 104(b) of the Mine Act; (C) the total number of citations and orders for unwarrantable failure to comply with mandatory health or safety standards under Section 104(d) of the Mine Act; (D) the total number of flagrant violations under Section 110(b)(2) of the Mine Act; (E) the total number of imminent danger orders issued under Section 107(a) of the Mine Act; (F) the total dollar value of the proposed MSHA assessments under the Mine Act; and (G) the total number of mining-related fatalities.

In addition, no coal mine for which we or a subsidiary of ours was the operator received written notice from MSHA of a pattern of violations, or the potential to have such a pattern, of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Act.

The total number of legal actions pending before the Federal Mine Safety and Review Commission (the “FMSR Commission”) as of March 31, 2014 was three (3). The aggregate number of legal actions during the period covered by this report instituted (either by MSHA or by us) was zero (0) and resolved (meaning final order entered and not appealed) was zero (0). Of the legal actions pending before the FMSR Commission as of December 31, 2013, the number of such legal actions that fall into each of the following categories was as follows: (a) contests of citations and orders: zero (0); (b) contests of proposed penalties: two (2); (c) complaints for compensation under Section 111 of the Mine Act: zero (0); (d) complaints of discharge, discrimination or interference under Section 105 of the Mine Act: one (1); (e) applications for temporary relief under Section 105(b)(2) of the Mine Act: zero (0); and (f) appeals of judges' decisions or orders to the FMSR Commission: zero (0).

Mine Safety Disclosure (continued)

Oxford Complex	MSHA Mine ID	MSHA Mine Name	(A) Section 104 S&S Citations (#)	(B) Section 104(b) Orders (#)	(C) Section 104(d) Citations & Orders (#)	(D) Section 110(b)(2) Violations (#)	(E) Section 107(a) Orders (#)	(F) Total Value of Proposed MSHA Assessments ⁽¹⁾ ($)	(G) Mining-Related Fatalities (#)
Muhlenberg	1518134	Halls Creek	-	-	-	-	-	-	-
	1518912	Island Dock	-	-	-	-	-	-	-
	1519365	Schoate Preparation Plant	-	-	-	-	-	-	-
	1519452	Star	-	-	-	-	-	-	-
	1519466	Rose France	-	-	-	-	-	-	-
	1519655	Geibel	-	-	-	-	-	-	-
Belmont	3300965	Rice #1		-	-	-	-	-	-
	3302937	Loading Dock	-	-	-	-	-	$100	-
	3303758	Valley Mining, Inc./Auger #1 ⁽²⁾	-	-	-	-	-	$100	-
Cadiz	3304413	Standing Stone Mine	-	-	-	-	-	-	-
	3304414	Snyder Mine	1	-	-	-	-	-	-
	3304538	Dairy Jean	-	-	-	-	-	$12,500	-
	4609067	Crosscreek Mine	-	-	-	-	-	-	-
Harrison	3304577	Harrison Resources, LLC/Sexton 2 Pit	-	-	-	-	-	$100	-
New Lexington	3304336	Oxford Mining #3	-	-	-	-	-	-	-
	3304637	Athens	-	-	-	-	-	-	-
Noble	3303770	Rice #2	-	-	-	-	-	-	-
	3304624	Oxford Guernsey	-	-	-	-	-	-	-
Plainfield	3303288	Rice #7	-	-	-	-	-	-	-
	3303907	Conesville Plant	-	-	-	-	-	-	-
	3304180	Coshocton Strip	-	-	-	-	-	-	-
	3304213	Oxford Mining #2	-	-	-	-	-	-	-
Tuscarawas	3303930	Lisbon Mine	-	-	-	-	-	-	-
	3304179	Tuscarawas Strip	1	-	-	-	-	$400	-
	3304181	Stark Strip	-	-	-	-	-	-	-
			2	0	0	0	0	$13,200	0

⁽¹⁾ The total dollar value of proposed MSHA assessments is the amount of assessments issued during the current reporting period for all citations, orders or violations, not just those indicated herein, and does not necessarily relate to the citations, orders or violations issued by MSHA during the current reporting period or to the pending legal actions reported in Exhibit 95.

⁽²⁾ Citation No. 8051693 issued to Oxford Resources GP, LLC under Contractor ID No. T-164.

	HOLDERS:

	OXFORD RESOURCE HOLDINGS II, LLC


	By:	Tennenbaum Opportunities Fund VI, LLC, its Member


	By:	Tennenbaum Capital Partners, LLC, its Investment Manager


	By:	/s/ David Hollander
	Name:	David Hollander
	Title:	Managing Partner

	HOLDERS:

	A544 ACQUISITION LLC

	By:	PIMCO Distressed Credit Fund, L.P., its managing member

	By:	PIMCO GP VII, its general partner

	By:	Pacific Investment Management Company LLC, its managing member


	By:	/s/ Sai Devabhaktini
	Name:	Sai Devabhaktini
	Title:	Executive Vice President

	HOLDERS:

	A544 ACQUISITION-B LLC

	By:	PIMCO Distressed Credit Fund B, L.P., its managing member

	By:	PIMCO GP VII, its general partner

	By:	Pacific Investment Management Company LLC, its managing member


	By:	/s/ Sai Devabhaktini
	Name:	Sai Devabhaktini
	Title:	Executive Vice President