##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    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
  Delaware
    
    77-0695453(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 41 South High Street, Suite 3450, Columbus, Ohio 43215
 (614) 643-0314
 YES o NO þ
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 YES o NO þ




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##### 



TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    1Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2010 and 2009
    
    
    2Condensed Consolidated Statements of Partners Capital for the Six Months Ended June 30, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    31ITEM 4. CONTROLS AND PROCEDURES
    
    
    32PART IIOTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    33ITEM 1A. RISK FACTORS
    
    
    33ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    33ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    34ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    34ITEM 5. OTHER INFORMATION
    
    
    34ITEM 6. EXHIBITS
    
    
    35Exhibit 10.3Exhibit 10.4Exhibit 10.5Exhibit 10.6Exhibit 10.7Exhibit 10.14Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   i




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1 . Consolidated Financial Statements
 OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except for unit data)
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    1,486
    
    
    $
    3,366Trade accounts receivable
    
    
    25,570
    
    
    
    24,403Inventory
    
    
    11,344
    
    
    
    8,801Advance royalties
    
    
    2,887
    
    
    
    1,674Prepaid expenses and other current assets
    
    
    7,413
    
    
    
    1,424Total current assets
    
    
    48,700
    
    
    
    39,668Property, plant and equipment, net
    
    
    168,996
    
    
    
    149,461Advance royalties
    
    
    6,059
    
    
    
    7,438Other long-term assets
    
    
    9,198
    
    
    
    6,796Total assets
    
    $
    232,953
    
    
    $
    203,363LIABILITIESCurrent maturities of long-term debt
    
    $
    2,079
    
    
    $
    4,113Accounts payable
    
    
    42,154
    
    
    
    21,655Asset retirement obligation  current portion
    
    
    8,020
    
    
    
    7,377Deferred revenue  current portion
    
    
    
    
    
    
    2,090Accrued taxes other than income taxes
    
    
    1,484
    
    
    
    1,464Accrued payroll and related expenses
    
    
    2,422
    
    
    
    2,045Other current liabilities
    
    
    3,962
    
    
    
    5,714Total current liabilities
    
    
    60,121
    
    
    
    44,458Long-term debt, less current maturities
    
    
    109,185
    
    
    
    91,598Asset retirement obligation
    
    
    6,101
    
    
    
    5,966Other long-term liabilities
    
    
    3,421
    
    
    
    4,229Total liabilities
    
    $
    178,828
    
    
    $
    146,251Commitments and ContingenciesPARTNERS CAPITALLimited partner unitholders (11,985,748 and
11,964,547 units outstanding as of June 30,
2010 and December 31, 2009, respectively)
    
    $
    49,214
    
    
    $
    53,960General partner unitholders (244,607 and
242,023 units outstanding as of June 30, 2010
and December 31, 2009, respectively)
    
    
    1,006
    
    
    
    1,085Total Oxford Resource Partners, LP Capital
    
    
    50,220
    
    
    
    55,045Noncontrolling interest
    
    
    3,905
    
    
    
    2,067Total partners capital
    
    
    54,125
    
    
    
    57,112Total liabilities and partners capital
    
    $
    232,953
    
    
    $
    203,363
   1




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except for unit data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenueCoal sales
    
    $
    78,571
    
    
    $
    52,882
    
    
    $
    155,327
    
    
    $
    120,259Transportation revenue
    
    
    9,841
    
    
    
    7,012
    
    
    
    19,371
    
    
    
    15,672Royalty and non-coal revenue
    
    
    1,736
    
    
    
    1,396
    
    
    
    3,510
    
    
    
    3,798Total revenue
    
    
    90,148
    
    
    
    61,290
    
    
    
    178,208
    
    
    
    139,729Costs and expensesCost of coal sales (excluding depreciation, depletion,
and amortization, shown separately)
    
    
    59,311
    
    
    
    36,152
    
    
    
    114,497
    
    
    
    76,977Cost of purchased coal
    
    
    6,968
    
    
    
    1,331
    
    
    
    14,827
    
    
    
    9,836Cost of transportation
    
    
    9,841
    
    
    
    7,012
    
    
    
    19,371
    
    
    
    15,672Depreciation, depletion and amortization
    
    
    9,555
    
    
    
    5,670
    
    
    
    18,332
    
    
    
    11,358Selling, general and administrative expenses
    
    
    2,867
    
    
    
    2,993
    
    
    
    6,402
    
    
    
    6,094Total costs and expenses
    
    
    88,542
    
    
    
    53,158
    
    
    
    173,429
    
    
    
    119,937Income from operations
    
    
    1,606
    
    
    
    8,132
    
    
    
    4,779
    
    
    
    19,792Interest income
    
    
    7
    
    
    
    11
    
    
    
    8
    
    
    
    22Interest expense
    
    
    (2,040
    )
    
    
    (1,392
    )
    
    
    (3,873
    )
    
    
    (2,515
    )Net income (loss)
    
    
    (427
    )
    
    
    6,751
    
    
    
    914
    
    
    
    17,299Less: net income attributable to noncontrolling interest
    
    
    (1,680
    )
    
    
    (1,303
    )
    
    
    (3,308
    )
    
    
    (2,468
    )Net income (loss) attributable to Oxford Resource
Partners, LP unitholders
    
    $
    (2,107
    )
    
    $
    5,448
    
    
    $
    (2,394
    )
    
    $
    14,831Net income (loss) allocated to general partners
    
    $
    (42
    )
    
    $
    108
    
    
    $
    (48
    )
    
    $
    295Net income (loss) allocated to limited partners
    
    $
    (2,065
    )
    
    $
    5,340
    
    
    $
    (2,346
    )
    
    $
    14,536Basic earnings (loss) per limited partner unit
    
    $
    (0.17
    )
    
    $
    0.50
    
    
    $
    (0.20
    )
    
    $
    1.35Dilutive earnings (loss) per limited partner unit
    
    $
    (0.17
    )
    
    $
    0.50
    
    
    $
    (0.20
    )
    
    $
    1.35Weighted average number of limited partner units
outstanding basic
    
    
    11,985,748
    
    
    
    10,733,696
    
    
    
    11,979,621
    
    
    
    10,729,239Weighted average number of limited partner units
outstanding diluted
    
    
    11,985,748
    
    
    
    10,757,032
    
    
    
    11,979,621
    
    
    
    10,750,640Distributions paid per limited partner unit
    
    $
    
    
    
    $
    0.23
    
    
    $
    0.23
    
    
    $
    0.46
   2




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
For the Six Months Ended June 30, 2010 and 2009
(UNAUDITED)
(in thousands, except for unit data)
 Limited
    
    
    Limited
    
    
    General
    
    
    General
    
    
    Non-
    
    
    TotalPartner
    
    
    Partners
    
    
    Partner
    
    
    Partners
    
    
    controlling
    
    
    PartnersUnits
    
    
    Capital
    
    
    Units
    
    
    Capital
    
    
    Interest
    
    
    CapitalBalance at December 31, 2008
    
    
    10,724,625
    
    
    $
    32,371
    
    
    
    217,867
    
    
    $
    653
    
    
    $
    2,297
    
    
    $
    35,321Net income
    
    
    
    
    
    
    14,536
    
    
    
    
    
    
    
    295
    
    
    
    2,468
    
    
    
    17,299Partners distributions
    
    
    
    
    
    
    (4,950
    )
    
    
    
    
    
    
    (100
    )
    
    
    (1,470
    )
    
    
    (6,520
    )Equity based compensation
    
    
    
    
    
    
    214
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214Issuance of units to
Long-Term Incentive Plan
participants upon
vesting
    
    
    9,065Balance at June 30, 2009
    
    
    10,733,690
    
    
    $
    42,171
    
    
    
    217,867
    
    
    $
    848
    
    
    $
    3,295
    
    
    $
    46,314Balance at December 31, 2009
    
    
    11,964,547
    
    
    $
    53,960
    
    
    
    242,023
    
    
    $
    1,085
    
    
    $
    2,067
    
    
    $
    57,112Net income (loss)
    
    
    
    
    
    
    (2,346
    )
    
    
    
    
    
    
    (48
    )
    
    
    3,308
    
    
    
    914Partners contributions
    
    
    
    
    
    
    
    
    
    
    2,584
    
    
    
    25
    
    
    
    
    
    
    
    25Partners distributions
    
    
    
    
    
    
    (2,762
    )
    
    
    
    
    
    
    (56
    )
    
    
    (1,470
    )
    
    
    (4,288
    )Equity based compensation
    
    
    
    
    
    
    456
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456Issuance of units to
Long-Term Incentive Plan
participants upon
vesting
    
    
    21,201
    
    
    
    (94
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94
    )Balance at June 30, 2010
    
    
    11,985,748
    
    
    $
    49,214
    
    
    
    244,607
    
    
    $
    1,006
    
    
    $
    3,905
    
    
    $
    54,125
   3




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 Six MonthsEnded June 30,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss) attributable to Oxford Resource Partners, LP unitholders
    
    $
    (2,394
    )
    
    $
    14,831Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:Depreciation, depletion and amortization
    
    
    18,332
    
    
    
    11,358Interest rate swap or rate cap adjustment to market
    
    
    34
    
    
    
    (978
    )Loan fee amortization
    
    
    335
    
    
    
    236Non-cash equity compensation expense
    
    
    456
    
    
    
    214Advanced royalty recoupment
    
    
    965
    
    
    
    524Loss on disposal of property and equipment
    
    
    452
    
    
    
    208Noncontrolling interest in subsidiary earnings
    
    
    3,308
    
    
    
    2,468(Increase) in assets:Accounts receivable
    
    
    (1,167
    )
    
    
    (2,512
    )Inventory
    
    
    (2,543
    )
    
    
    (1,906
    )Other assets
    
    
    (6,135
    )
    
    
    (7,409
    )Increase (decrease) in liabilities:Accounts payable and other liabilities
    
    
    5,387
    
    
    
    (731
    )Asset retirement obligations
    
    
    778
    
    
    
    348Provision for below-market contracts and deferred revenue
    
    
    (3,115
    )
    
    
    (6,280
    )Net cash provided by operating activities
    
    
    14,693
    
    
    
    10,371CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of mineral rights and land
    
    
    (2,228
    )
    
    
    (1,346
    )Mine development costs
    
    
    (1,489
    )
    
    
    (1,405
    )Royalty advances
    
    
    (409
    )
    
    
    (273
    )Purchase of property and equipment
    
    
    (10,333
    )
    
    
    (13,783
    )Proceeds from sale of property and equipment
    
    
    1,259
    
    
    
    21Change in restricted cash
    
    
    (2,765
    )
    
    
    (2,071
    )Net cash used in investing activities
    
    
    (15,965
    )
    
    
    (18,857
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payment on borrowings
    
    
    (2,345
    )
    
    
    (2,179
    )Capital contributions from partners
    
    
    25
    
    
    
    Advances on line of credit
    
    
    6,000
    
    
    
    6,650Distributions to noncontrolling interest
    
    
    (1,470
    )
    
    
    (1,470
    )Distributions to partners
    
    
    (2,818
    )
    
    
    (5,050
    )Net cash used in financing activities
    
    
    (608
    )
    
    
    (2,049
    )Net decrease in cash
    
    
    (1,880
    )
    
    
    (10,535
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    3,366
    
    
    
    15,179CASH AND CASH EQUIVALENTS, end of period
    
    $
    1,486
    
    
    $
    4,644
   4




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  NOTE 1: ORGANIZATION AND PRESENTATION
 Significant Relationships Referenced in Notes to 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.
    
    ORLP means Oxford Resource Partners, LP, individually as the parent entity, and not on a
consolidated basis.
    
    Our GP means Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP.
  Organization
     5




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
   NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Significant Accounting Policies
  New Accounting Standards Issued and Adopted
    NOTE 3: ACQUISITION
   6




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
   Three
    
    
    Six MonthsMonths Ended
    
    
    EndedJune 30, 2009
    
    
    June 30, 2009Revenue
    
    $
    80,053,000
    
    
    $
    177,963,000Net income attributable to Oxford Resource Partners, LP unitholders
    
    
    1,026,000
    
    
    
    3,017,000
 NOTE 4: INVENTORY
  June 30,
    
    
    December 31,2010
    
    
    2009Coal
    
    $
    6,226,000
    
    
    $
    4,759,000Fuel
    
    
    1,335,000
    
    
    
    1,264,000Supplies and spare parts
    
    
    3,783,000
    
    
    
    2,778,000Total
    
    $
    11,344,000
    
    
    $
    8,801,000
 NOTE 5: PROPERTY, PLANT AND EQUIPMENT, NET
  June 30,
    
    
    December 31,2010
    
    
    2009Property, plant and equipment, grossLand
    
    $
    3,374,000
    
    
    $
    3,374,000Coal reserves
    
    
    54,779,000
    
    
    
    39,905,000Mine development costs
    
    
    9,990,000
    
    
    
    8,606,000Total property
    
    
    68,143,000
    
    
    
    51,885,000Buildings and tipple
    
    
    2,066,000
    
    
    
    2,025,000Machinery and equipment
    
    
    152,469,000
    
    
    
    133,667,000Vehicles
    
    
    4,077,000
    
    
    
    3,913,000Furniture and fixtures
    
    
    1,174,000
    
    
    
    690,000Railroad sidings
    
    
    160,000
    
    
    
    160,000Total property, plant and equipment, gross
    
    
    228,089,000
    
    
    
    192,340,000Less: accumulated depreciation, depletion and amortization
    
    
    59,093,000
    
    
    
    42,879,000Total property, plant and equipment, net
    
    $
    168,996,000
    
    
    $
    149,461,000
  7




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Expense type:Depreciation
    
    $
    7,031,000
    
    
    $
    4,405,000
    
    
    $
    13,981,000
    
    
    $
    8,002,000Depletion
    
    
    1,695,000
    
    
    
    856,000
    
    
    
    3,024,000
    
    
    
    2,427,000Amortization
    
    
    740,000
    
    
    
    310,000
    
    
    
    1,153,000
    
    
    
    730,000
 NOTE 6: OPERATING LEASES
  For the years ending December 31, 2010
    
    $
    4,143,0002011
    
    
    7,866,0002012
    
    
    6,283,0002013
    
    
    3,405,0002014
    
    
    1,206,000Thereafter
    
    
    121,000
   NOTE 7: LONG-TERM DEBT
    8




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
     NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS
  
    
    Level 1  Observable inputs such as quoted prices in active markets.
 
    
    Level 2  Inputs, other than quoted prices in active markets, that are observable
either directly or indirectly.
 
    
    Level 3  Unobservable inputs in which there is little or no market data, which
require a reporting entity to develop its own assumptions.
  
    
    Market approach (Level 1)  Prices and other relevant information generated by
market transactions involving identical or comparable assets or liabilities.
 
    
    Cost approach (Level 2)  Amount that would be required to replace the service
capacity of an asset (replacement cost).
 
    
    Income approach (Level 3)  Techniques to convert future amounts to a single present
amount based on market expectations (including present-value techniques, option-pricing
and excess earning models).
  9




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
  Fair Value Measurement at June 30, 2010Quoted Prices inActive Markets for
    
    
    
    
    
    
    SignificantIdentical
    
    
    Significant Other
    
    
    UnobservableLiabilities
    
    
    Observable Inputs
    
    
    InputsDescription
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Interest rate cap agreement
    
    $
    
    
    
    $
    
    
    
    $
    
 Fair Value Measurement at December 31, 2009Quoted Prices inActive Markets for
    
    
    
    
    
    
    SignificantIdentical
    
    
    Significant Other
    
    
    UnobservableLiabilities
    
    
    Observable Inputs
    
    
    InputsDescription
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Interest rate cap agreement
    
    $
    
    
    
    $
    34,000
    
    
    $
    
       June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueFixed rate debt
    
    $
    14,958,000
    
    
    $
    14,311,000
    
    
    $
    4,982,000
    
    
    $
    4,952,000Variable rate debt
    
    
    96,306,000
    
    
    
    96,306,000
    
    
    
    90,729,000
    
    
    
    90,729,000
 NOTE 9: LONG-TERM INCENTIVE PLAN
   10




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
  WeightedAverageGrantDate FairUnits
    
    
    ValueUnvested balance at December 31, 2009
    
    
    143,933
    
    
    $
    6.48Granted
    
    
    67,779
    
    
    $
    9.57Issued
    
    
    (21,201
    )
    
    $
    8.11Surrendered
    
    
    (10,428
    )
    
    $
    7.62Unvested balance at June 30, 2010
    
    
    180,083
    
    
    $
    7.38
  NOTE 10: EARNINGS PER UNIT
     11




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands except unit and per unit amounts)Limited partner unitsAverage units outstanding:Basic
    
    
    11,985,748
    
    
    
    10,733,696
    
    
    
    11,979,621
    
    
    
    10,729,239Effect of unit-based awards
    
    
    n/a
    
    
    
    23,336
    
    
    
    n/a
    
    
    
    21,401Diluted
    
    
    11,985,748
    
    
    
    10,757,032
    
    
    
    11,979,621
    
    
    
    10,750,640Net income attributable to limited
partnersBasic
    
    $
    (2,065
    )
    
    $
    5,340
    
    
    $
    (2,346
    )
    
    $
    14,536Diluted
    
    $
    (2,065
    )
    
    $
    5,340
    
    
    $
    (2,346
    )
    
    $
    14,536Earnings per limited partner unitBasic
    
    $
    (0.17
    )
    
    $
    0.50
    
    
    $
    (0.20
    )
    
    $
    1.35Diluted
    
    $
    (0.17
    )
    
    $
    0.50
    
    
    $
    (0.20
    )
    
    $
    1.35General partner unitsAverage units outstanding:Basic and diluted
    
    
    244,607
    
    
    
    217,867
    
    
    
    243,454
    
    
    
    217,867Net income attributable to general partnerBasic
    
    $
    (42
    )
    
    $
    108
    
    
    $
    (48
    )
    
    $
    295Diluted
    
    $
    (42
    )
    
    $
    108
    
    
    $
    (48
    )
    
    $
    295Earnings per general partner unitBasic
    
    $
    (0.17
    )
    
    $
    0.50
    
    
    $
    (0.20
    )
    
    $
    1.35Diluted
    
    $
    (0.17
    )
    
    $
    0.50
    
    
    $
    (0.20
    )
    
    $
    1.35
  NOTE 11: COMMITMENTS AND CONTINGENCIES
 Coal Sales Contracts
  Purchase Commitments
   12




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
 Transportation
  Defined Contribution Pension Plan and 401(k) Plan
  Performance Bonds and Guarantees
  Legal
  Guarantees
  NOTE 12: RELATED PARTY TRANSACTIONS
   13




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
    NOTE 13: SUPPLEMENTAL CASH FLOW INFORMATION
 Six Months Ended June 30,2010
    
    
    2009Cash paid for:Interest
    
    $
    4,291,000
    
    
    $
    3,178,000Noncash investing activities:Purchases of property and equipment financed
through accounts payable
    
    
    14,862,000
    
    
    
    2,165,000Purchase of coal reserves by note payable
    
    
    11,858,000
    
    
    
    1,387,000Purchase of coal reserves through accounts payable
    
    
    850,000
    
    
    
    Mine development financed through accounts payable
    
    
    520,000
    
    
    
    Royalty advances financed through accounts payable
    
    
    50,000
    
    
    
    Noncash financing activities:Market value of common units vested in LTIP
    
    
    288,000
    
    
    
    83,000
 NOTE 14: SEGMENT INFORMATION
   14




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
 NOTE 15: SUBSEQUENT EVENTS
  Purchase of Coal Reserves
  Initial Public Offering
    
    
    repay in full the outstanding balance under our $115 million credit facility;
 
    
    distribute approximately $18.3 million to C&T Coal in respect of its limited partner
interest in us;
 
    
    distribute approximately $0.6 million to the participants in our long-term incentive
plan that hold our common units in respect of their limited partner interests in us;
 
    
    terminate our advisory services agreement with affiliates of AIM Oxford for a payment
of approximately $2.5 million; and
 
    
    purchase currently leased and additional major mining equipment for approximately
$22.1 million.
 Unit Split
   15




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
 Credit Facility
  Harrison Resources Distribution
  Interest Rate Swap Agreement
   16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Statement Regarding Forward-Looking Statements
  
    
    our productivity levels, margins earned and the level of our operating costs;
 
    
    weakness in global economic conditions or in our customers industries;
 
    
    changes in governmental regulation of the mining industry or the electric power
industry and the increased costs of complying with those changes;
 
    
    decreases in demand for electricity and changes in coal consumption patterns of U.S.
electric power generators;
 
    
    our dependence on a limited number of customers;
 
    
    our inability to enter into new long-term coal sales contracts at attractive prices
and the renewal and other risks associated with our existing long-term coal sales
contracts, including risks related to adjustments to price, volume or other terms of
those contracts;
 
    
    difficulties in collecting our receivables because of credit or financial problems of
major customers, and customer bankruptcies, cancellations or breaches to existing
contracts, or other failures to perform;
 
    
    our ability to acquire additional coal reserves;
 
    
    our ability to respond to increased competition within the coal industry;
 
    
    fluctuations in coal demand, prices and availability due to labor and transportation
costs and disruptions, equipment availability, governmental regulations, including those
related to carbon dioxide emissions, and other factors;
 
    
    significant costs imposed on our mining operations by extensive environmental laws and
regulations, and greater than expected environmental regulation, costs and liabilities;
  17




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##### Table of Contents




    
    legislation, regulatory and related court decisions and interpretations, including
issues related to climate change and miner health and safety;
 
    
    a variety of operational, geologic, permitting, labor and weather-related factors,
including those related to both our mining operations and our underground coal reserves
that we do not operate;
 
    
    limitations in the cash distributions we receive from Harrison Resources, LLC
(Harrison Resources), and the ability of Harrison Resources to acquire additional
reserves on economical terms from CONSOL Energy in the future;
 
    
    the potential for inaccuracies in our estimates of our coal reserves, which could
result in lower than expected revenues or higher than expected costs;
 
    
    the accuracy of the assumptions underlying our reclamation and mine closure
obligations;
 
    
    liquidity constraints, including those resulting from the cost or unavailability of
financing due to current capital market conditions;
 
    
    risks associated with major mine-related accidents;
 
    
    results of litigation, including claims not yet asserted;
 
    
    our ability to attract and retain key management personnel;
 
    
    greater than expected shortage of skilled labor;
 
    
    our ability to maintain satisfactory relations with our employees; and
 
    
    failure to obtain, maintain or renew our security arrangements, such as surety bonds
or letters of credit, in a timely manner and on acceptable terms.
   18




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Overview
    Recent Developments
  Initial Public Offering
  
    
    to repay in full the outstanding balance under our $115 million credit facility;
 
    
    to distribute approximately $18.3 million to C&T Coal in respect of its limited
partner interest in us;
 
    
    to distribute approximately $0.6 million to the participants in our long-term
incentive plan that hold our common units in respect of their limited partner interests
in us;
 
    
    to terminate our advisory services agreement with affiliates of AIM Oxford for a
payment of approximately $2.5 million; and
 
    
    to purchase currently leased and additional major mining equipment for approximately
$22.1 million.
  19




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##### Table of Contents



Credit Facility
   Interest Rate Swap Agreement
  Evaluating Our Results of Operations
  
    
    our coal production, sales volume and average sales prices, which drive our coal sales
revenue;
 
    
    our cost of purchased coal; and
 
    
    our adjusted EBITDA, a non-GAAP financial measure.
 Coal Production, Sales Volume and Sales Prices
    20




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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(tons in thousands)Tons of coal produced
    
    
    1,838
    
    
    
    1,279
    
    
    
    3,643
    
    
    
    2,675Tons of coal purchased
    
    
    238
    
    
    
    40
    
    
    
    495
    
    
    
    232Tons of coal sold
    
    
    2,071
    
    
    
    1,280
    
    
    
    4,106
    
    
    
    2,838Tons sold under long-term contracts(1)
    
    
    97.6
    %
    
    
    98.5
    %
    
    
    98.2
    %
    
    
    98.0
    %Average sales price per ton
    
    $
    37.94
    
    
    $
    41.32
    
    
    $
    37.83
    
    
    $
    42.37
 
 (1)
    
    Represents the percentage of the tons of coal we sold that were delivered under
long-term coal sales contracts. Cost of Coal Sales
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(tons in thousands)Average sales price per ton
    
    $
    37.94
    
    
    $
    41.32
    
    
    $
    37.83
    
    
    $
    42.37Cost of coal sales per ton produced
    
    $
    32.27
    
    
    $
    28.27
    
    
    $
    31.43
    
    
    $
    28.78Tons of coal produced
    
    
    1,838
    
    
    
    1,279
    
    
    
    3,643
    
    
    
    2,675
 Cost of Purchased Coal
   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(tons in thousands)Average sales price per ton
    
    $
    37.94
    
    
    $
    41.32
    
    
    $
    37.83
    
    
    $
    42.37Cost of purchased coal sales per ton
    
    $
    29.32
    
    
    $
    33.29
    
    
    $
    29.94
    
    
    $
    42.42Tons of coal purchased
    
    
    238
    
    
    
    40
    
    
    
    495
    
    
    
    232
  21




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Adjusted EBITDA
  Factors that Impact Our Business
      22




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Results of Operations
 Factors Affecting the Comparability of Our Results of Operations
    Summary
    23




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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)Statement of Operations Data:Revenue:Coal Sales
    
    $
    78,571
    
    
    $
    52,882
    
    
    $
    155,327
    
    
    $
    120,259Transportation revenue
    
    
    9,841
    
    
    
    7,012
    
    
    
    19,371
    
    
    
    15,672Royalty and non-coal revenue
    
    
    1,736
    
    
    
    1,396
    
    
    
    3,510
    
    
    
    3,798Total revenue
    
    
    90,148
    
    
    
    61,290
    
    
    
    178,208
    
    
    
    139,729Costs and expenses:Cost of coal sales (excluding DD&A,
shown separately)
    
    
    59,311
    
    
    
    36,152
    
    
    
    114,497
    
    
    
    76,977Cost of purchased coal
    
    
    6,968
    
    
    
    1,331
    
    
    
    14,827
    
    
    
    9,836Cost of transportation
    
    
    9,841
    
    
    
    7,012
    
    
    
    19,371
    
    
    
    15,672Depreciation, depletion, and
amortization
    
    
    9,555
    
    
    
    5,670
    
    
    
    18,332
    
    
    
    11,358Selling, general and administrative
expenses
    
    
    2,867
    
    
    
    2,993
    
    
    
    6,402
    
    
    
    6,094Total costs and expenses
    
    
    88,542
    
    
    
    53,158
    
    
    
    173,429
    
    
    
    119,937Income from operations
    
    
    1,606
    
    
    
    8,132
    
    
    
    4,779
    
    
    
    19,792Interest income
    
    
    7
    
    
    
    11
    
    
    
    8
    
    
    
    22Interest expense
    
    
    (2,040
    )
    
    
    (1,392
    )
    
    
    (3,873
    )
    
    
    (2,515
    )Net income (loss)
    
    
    (427
    )
    
    
    6,751
    
    
    
    914
    
    
    
    17,299Net loss attributable to
noncontrolling interest
    
    
    (1,680
    )
    
    
    (1,303
    )
    
    
    (3,308
    )
    
    
    (2,468
    )Net income (loss) attributable to Oxford
Resource Partners, LP unitholders
    
    $
    (2,107
    )
    
    $
    5,448
    
    
    $
    (2,394
    )
    
    $
    14,831Other Financial Data:Adjusted EBITDA (1)
    
    $
    9,454
    
    
    $
    11,489
    
    
    $
    19,493
    
    
    $
    28,271
 
 (1)
    
    Adjusted EBITDA represents net income (loss) attributable to our unitholders before
interest, taxes, DD&A, gain from purchase of a business, amortization of below-market coal
sales contracts, non-cash equity compensation expense and the change in our ARO. The change in our ARO represents the change in fair value of
our future ARO that we are required to calculate on a present value basis which is included in
reclamation expense in our financial statements.  
    
    our financial performance without regard to financing methods, capital structure or
income taxes;
 
    
    our ability to generate cash sufficient to pay interest on our indebtedness and to make
distributions to our unitholders and our general partner;
 
    
    our compliance with certain credit facility financial covenants; and
 
    
    our ability to fund capital expenditure projects from operating cash flow.
  24




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Reconciliation of net income (loss) attributable to Oxford Resource Partners, LP unitholders to adjusted EBITDA :
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
attributable to Oxford
Resource Partners, LP
unitholders
    
    $
    (2,107
    )
    
    $
    5,448
    
    
    $
    (2,394
    )
    
    $
    14,831PLUS:Depreciation, depletion, and
amortization
    
    
    9,555
    
    
    
    5,670
    
    
    
    18,332
    
    
    
    11,358Interest expense
    
    
    2,040
    
    
    
    1,392
    
    
    
    3,873
    
    
    
    2,515Non-cash equity compensation
expense
    
    
    152
    
    
    
    105
    
    
    
    456
    
    
    
    214Non-cash portion of
reclamation
expenses
    
    
    221
    
    
    
    (1,115
    )
    
    
    259
    
    
    
    (625
    )LESS:Interest income
    
    
    7
    
    
    
    11
    
    
    
    8
    
    
    
    22Amortization of
below-market coal
sales contracts
    
    
    400
    
    
    
    
    
    
    
    1,025
    
    
    
    Adjusted EBITDA
    
    $
    9,454
    
    
    $
    11,489
    
    
    $
    19,493
    
    
    $
    28,271
 Quarter Ended June 30, 2010 Compared to Quarter Ended June 30, 2009
 Overview.
 Coal Production.
  25




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##### Table of Contents



Sales Volume.
 Average Sales Price Per Ton
 Coal Sales Revenue.
 Royalty and Non-Coal Revenue
 Cost of Coal Sales (Excluding DD&A).
 Cost of Purchased Coal
 Depreciation, Depletion and Amortization (DD&A).
  26




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Selling, General and Administrative Expenses (SG&A).
 Transportation Revenue and Expenses
 Interest Expense
 Net Income Attributable to Noncontrolling Interest
 Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
 Overview.
 Coal Production.
 Sales Volume.
  27




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Average Sales Price Per Ton.
 Coal Sales Revenue
 Royalty and Non-Coal Revenue
 Cost of Coal Sales (Excluding DD&A).
 Cost of Purchased Coal
 Depreciation, Depletion and Amortization (DD&A).
 Selling, General and Administrative Expenses (SG&A).
  28




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Transportation Revenue and Expenses.
 Interest Expense
 Net Income Attributable to Noncontrolling Interest.
 Liquidity and Capital Resources
    
    
    our working capital;
 
    
    cash generated from operations;
 
    
    borrowing capacity under our $175 million credit facility;
 
    
    issuance of additional partnership units; and
 
    
    debt offerings.
  Cash Flows
  Six Months Ended June 30,2010
    
    
    2009Net cash provided by (used in)Operating activities
    
    $
    14,693
    
    
    $
    10,371Investing activities
    
    $
    (15,965
    )
    
    $
    (18,857
    )Financing activities
    
    $
    (608
    )
    
    $
    (2,049
    )
  29




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Credit Facility
   Capital Expenditures
  Off-Balance Sheet Arrangements
   30




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Critical Accounting Policies
  Seasonality
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Commodity Price Risk
   Interest Rate Risk
   31




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Item 4. Controls and Procedures
    32




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds
 Sales of Unregistered Securities.
  Use of Proceeds.
    
    
    to repay in full the outstanding balance under our $115 million credit facility;
 
    
    to distribute approximately $18.3 million to C&T Coal in respect of its limited
partner interest in us;
 
    
    to distribute approximately $0.6 million to the participants in our long-term
incentive plan that hold our common units in respect of their limited partner interests
in us;
  33




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##### Table of Contents




    
    to terminate our advisory services agreement with affiliates of AIM Oxford for a
payment of approximately $2.5 million; and
 
    
    to purchase leased and additional major mining equipment for approximately
$22.1 million.
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. [Removed And Reserved]
 
 Item 5. Other Information
 Mine Safety
     34




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Docket No./Mine/MSHA ID#
    
    Civil Penalty
    
    
    StatusLAKE 2008-383
Oxford Mining #3
33-04336
    
    $
    1,400
    
    
    Petition for civil
penalty assessment for
a miner not wearing a
hard hat outside of
the operating cab of
his equipment. The
Petition was served on
June 6, 2008 and
timely answered on
July 3, 2008.LAKE 2009-381-M
Oxford Mining #2
33-04213
    
    $
    920
    
    
    Petition for civil
penalty assessment for
two citations
regarding brake lights
on mobile equipment.
The proposed civil
penalty assessment
became a final order
on January 16, 2009,
but the notice of
contest was mailed to
an incorrect address.
A Motion to Reopen the
Penalty Assessment was
filed on March 19,
2009 and unopposed by
the Secretary of
Labor. The Commission
has approved the
Motion, and the matter
has been assigned to
Administrative Law
Judge Barbour pending
issuance of a Petition
for Penalty
Assessment.LAKE 2009 633
Coshocton Strip Mine
33-04180
    
    $
    334
    
    
    Petition for civil
penalty assessment
regarding an excavator
with an accumulation
of oil on and/or
around the engine, and
the fire extinguisher
on the excavator was
not at full charge.
The Petition was
issued September 24,
2009 and timely
answered on October
26, 2009. The matter
has been settled. The
Secretary has filed
its Motion to Approve
Settlement, which is
pending.LAKE 2009 634
Oxford Mining #2
33-04213
    
    $
    616
    
    
    Petition for civil
penalty assessment for
two citations: one
regards an excavator
with an accumulation
of oil in and under
the hydraulic
compartment,
undercarriage and
tracks; the other
regards unlabeled
circuit breakers in
the warehouse panel
box. The Petition was
issued September 24,
2009 and timely
answered on October
26, 2009. The matter
has been settled. The
Secretary has filed
its Motion to Approve
Settlement, which is
pending.LAKE 2010 576
Snyder Mine
33-04414
    
    $
    946
    
    
    Petition for civil
penalty assessment for
a rock truck operator
failing to maintain
control of the vehicle
and crashing into the
highwall; the driver
sustained a broken
leg. The Petition was
served on May 5, 2010
and timely answered on
June 7, 2010.LAKE 2010 577
Snyder Mine
33-04414
    
    $
    207
    
    
    Petition for civil
penalty assessment for
a dump truck that did
not give an audible
sound when reverse was
engaged when tested.
The Petition was
served on May 6, 2010
and timely answered on
June 7, 2010.
 
 Item 6. Exhibits
   35




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SIGNATURES
   OXFORD RESOURCE PARTNERS, LPBy:
    
    OXFORD RESOURCES GP, LLC, 
its general partnerBy:
    
    /s/ CHARLES C. UNGUREANCharles C. UngureanPresident and Chief Executive Officer(Principal Executive Officer)By:
    
    /s/ JEFFREY M. GUTMANJeffrey M. GutmanSenior Vice President,Chief Financial Officer and Treasurer(Principal Financial Officer)
  36




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Exhibit Description3.1
    
    
    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)3.3
    
    
    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
    
    
    Second Amended and Restated Limited Liability Company Agreement of Oxford
Resources GP, LLC dated July 19, 2010 (incorporated by reference to Exhibit
3.2 to the Current Report on Form 8-K (Commission File No. 001-34815) filed
on July 19, 2010)10.1A
    
    
    Credit Agreement dated as of July 6, 2010 (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K (Commission File No.
001-34815) filed on July 19, 2010)10.1B
    
    
    First Amendment to Credit Agreement and Limited Waiver dated as of July 15,
2010 (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K (Commission File No. 001-34815) filed on July 19, 2010)10.2
    
    
    Investors Rights Agreement, dated August 24, 2007, by and among Oxford
Resource Partners, LP, Oxford Resources GP, LLC, AIM Oxford Holdings, LLC,
C&T Coal, Inc., Charles C. Ungurean and Thomas T. Ungurean (incorporated by
reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement
on Form S-1 (Commission File No. 333-165662) filed on June 9, 2010)10.3
    *#
    
    Employment Agreement between Oxford Resources GP, LLC and Michael B. Gardner10.4
    *#
    
    Employment Agreement between Oxford Resources GP, LLC and Jeffrey M. Gutman10.5
    *#
    
    Employment Agreement between Oxford Resources GP, LLC and Gregory J. Honish10.6
    *#
    
    Employment Agreement between Oxford Resources GP, LLC and Charles C. Ungurean10.7
    *#
    
    Employment Agreement between Oxford Resources GP, LLC and Thomas T. Ungurean10.8
    #
    
    Employee Unitholder Agreement among Oxford Resource Partners, LP, Oxford
Resources GP, LLC and Michael B. Gardner (incorporated by reference to
Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form S-1
(Commission File No. 333-165662) filed on April 21, 2010)10.9
    #
    
    Employee Unitholder Agreement among Oxford Resource Partners, LP, Oxford
Resources GP, LLC and Jeffrey M. Gutman (incorporated by reference to
Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-1
(Commission File No. 333-165662) filed on April 21, 2010)10.10
    #
    
    Employee Unitholder Agreement among Oxford Resource Partners, LP, Oxford
Resources GP, LLC and Gregory J. Honish (incorporated by reference to
Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-1
(Commission File No. 333-165662) filed on April 21, 2010)10.11
    #
    
    Employee Unitholder Agreement among Oxford Resource Partners, LP, Oxford
Resources GP, LLC and Denise M. Maksimoski (incorporated by reference to
Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-1
(Commission File No. 333-165662) filed on April 21, 2010)10.12
    #
    
    Oxford Resource Partners, LP Amended and Restated Long-Term Incentive Plan
dated July 19, 2010 (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K (Commission File No. 001-34815) filed on July 19,
2010)
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##### Table of Contents



Exhibit Number
    
    Exhibit Description10.13
    #
    
    Form of Long-Term Incentive Plan Grant Agreement (incorporated by reference
to Exhibit 10.13 to Amendment No. 3 to the Registration Statement on Form
S-1 (Commission File No. 333-165662) filed on June 9, 2010)10.14
    *#
    
    Non-Employee Director Compensation Plan10.15A
    #
    
    Form of Non-Employee Director Compensation Plan Grant Agreement
(incorporated by reference to Exhibit 10.15A to Amendment No. 3 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 9, 2010)10.15B
    #
    
    Director Unitholder Agreement, dated December 1, 2009, by and among Oxford
Resource Partners, LP, Oxford Resources GP, LLC and Gerald A. Tywoniuk
(incorporated by reference to Exhibit 10.15B to Amendment No. 1 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
April 21, 2010)10.16
    
    
    Acquisition Agreement, dated August 14, 2009, by and among Oxford Mining
Company, LLC, Phoenix Coal Inc., Phoenix Coal Corporation and Phoenix Newco,
LLC (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
April 21, 2010)10.17A
    
    
    Coal Purchase and Sale Agreement No. 10-62-04-900, dated May 21, 2004, by
and between Oxford Mining Company, Inc. and American Electric Power Service
Corporation, agent for Columbus Southern Power Company (incorporated by
reference to Exhibit 10.17A to Amendment No. 4 to the Registration Statement
on Form S-1 (Commission File No. 333-165662) filed on June 25, 2010)10.17B
    
    
    Amendment No. 2004-1 to Coal Purchase and Sale Agreement, dated October 25,
2004 (incorporated by reference to Exhibit 10.17B to Amendment No. 1 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
April 21, 2010)10.17C
    
    
    Amendment No. 2005-1 to Coal Purchase and Sale Agreement, dated April 8,
2005 (incorporated by reference to Exhibit 10.17C to Amendment No. 4 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 25, 2010)10.17D
    
    
    Amendment No. 2006-3 to Coal Purchase and Sale Agreement, dated December 5,
2006 (incorporated by reference to Exhibit 10.17D to Amendment No. 4 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 25, 2010)10.17F
    
    
    Amendment No. 2008-6 to Coal Purchase and Sale Agreement, dated December 29,
2008 (incorporated by reference to Exhibit 10.17F to Amendment No. 4 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 25, 2010)10.17G
    
    
    Amendment No. 2009-1 to Coal Purchase and Sale Agreement, dated May 21, 2009
(incorporated by reference to Exhibit 10.17G to Amendment No. 4 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 25, 2010)10.17H
    
    
    Amendment No. 2009-3 to Coal Purchase and Sale Agreement, dated December 15,
2009 (incorporated by reference to Exhibit 10.17H to Amendment No. 4 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 25, 2010)10.17I
    
    
    Amendment No. 2010-1 to Coal Purchase and Sale Agreement, dated January 11,
2010 (incorporated by reference to Exhibit 10.17I to Amendment No. 4 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 25, 2010)10.17J
    
    
    Amendment No. 2010-2 to Coal Purchase and Sale Agreement, dated February 4,
2010 (incorporated by reference to Exhibit 10.17J to Amendment No. 1 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
April 21, 2010)10.17K
    
    
    Amendment No. 2010-3 to Coal Purchase and Sale Agreement, dated April 16,
2010 (incorporated by reference to Exhibit 10.15A to Amendment No. 3 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 9, 2010)
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##### Table of Contents



Exhibit Number
    
    Exhibit Description10.18
    
    
    Non-Compete Agreement by and among Oxford Resource Partners, LP, C&T Coal,
Inc., Charles C. Ungurean, Thomas T. Ungurean and Oxford Resources GP, LLC
(incorporated by reference to Exhibit 10.18 to Amendment No. 3 to the
Registration Statement on Form S-1 (Commission File No. 333-165662) filed on
June 9, 2010)10.19
    
    
    Administrative and Operational Services Agreement, dated August 24, 2007, by
and among Oxford Resource Partners, LP, Oxford Mining Company, LLC and
Oxford Resources GP, LLC (incorporated by reference to Exhibit 10.19 to
Amendment No. 1 to the Registration Statement on Form S-1 (Commission File
No. 333-165662) filed on April 21, 2010)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 June 30, 2010 Quarterly Report on Form 10-Q, pursuant
to Section 302 of the Sarbanes-Oxley Act of 200231.2
    *
    
    Certification of Jeffrey M. Gutman, Senior Vice President, Chief Financial
Officer and Treasurer of Oxford Resources GP, LLC, the general partner of
Oxford Resource Partners, LP, for the June 30, 2010 Quarterly Report on Form
10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    *
    
    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 June 30, 2010 Quarterly Report on Form 10-Q, pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    *
    
    Certification of Jeffrey M. Gutman, Senior Vice President, Chief Financial
Officer and Treasurer of Oxford Resources GP, LLC, the general partner of
Oxford Resource Partners, LP, for the June 30, 2010 Quarterly Report on Form
10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 *
    
    Filed herewith (or furnished, in the case of Exhibits 32.1 and 32.2).#
    
    Compensatory plan or arrangement.  39