making of such [Borrowing]
[Conversion] [continuation] as set forth in Section 3.02(a) of the Credit
Agreement have been satisfied.
3. The Borrower's instructions for distribution of Advance proceeds
(appropriate wire instructions, etc.) following deposit thereof into the
Borrower's Account, if any, are as follows:
[balance of page intentionally left blank with execution page to follow]
B-2
IN WITNESS WHEREOF, the Borrower has executed this Notice of Borrowing
on the date first set forth above.
OXFORD MINING COMPANY, LLC, an
Ohio limited liability company
By:
Name:
Title:
B-3
EXHIBIT C
ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (this "Assignment and Acceptance") is
dated as of the Effective Date set forth below and is entered into by and
between [the][each] Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each] Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors] [the Assignees] [the Assignors and the Assignees] hereunder are
several and not joint.] Capitalized terms used but not otherwise defined herein
shall have the same meanings as are assigned to them in the Credit Agreement
identified below (the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Acceptance as if set forth
herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably
sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases, accepts and assumes from [the
Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below, (i) all of [the
Assignor's][the respective Assignors'] rights and obligations in [its capacity
as a Lender][their respective capacities as Lenders] under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
in respect of the Letters of Credit and the Letter of Credit Commitment) and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the Transactions governed thereby or in any way based on or related
to any of the foregoing, including, without limitation, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold