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OXF > SEC Filings for OXF > Form 8-K on 19-Jun-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On June 18, 2013, Oxford Mining Company, LLC (the "Borrower"), Oxford Resource Partners, LP (the "Registrant") and certain subsidiaries of the Registrant and the Borrower (collectively, the "Guarantors") entered into a Supplement to Forbearance Agreement (the "Supplement") with Citicorp USA, Inc., as administrative agent (the "Agent"), and various lenders party thereto (collectively, the "Majority Lenders"), as lenders who hold a majority of the indebtedness outstanding under that certain Credit Agreement dated as of July 6, 2010, as subsequently amended from time to time (the "Credit Agreement"), among the Borrower, the Agent and the other banks, financial institutions and other institutional lenders party thereto (collectively, the "Lenders"). The Supplement supplements that certain Forbearance Agreement (the "Initial Forbearance Agreement," and collectively with the Supplement, the "Supplemented Forbearance Agreement") dated May 14, 2013 entered into among the Borrower, the Registrant, the Guarantors, the Agent and the Majority Lenders, for the purpose of extending the forbearance period provided for in the Initial Forbearance Agreement to July 1, 2013.

As of May 15, 2013 and thereafter, the Borrower has failed to comply with certain financial covenants specified in the Credit Agreement, which failures constitute immediate events of default under the Credit Agreement (the "Specified Defaults"). As a result of the Specified Defaults, the Lenders under the Credit Agreement would have had the ability to declare all outstanding amounts under the Credit Agreement immediately due and payable and exercise all other rights and remedies available to the Lenders under the Credit Agreement and related loan documents.

Subject to specified limitations and conditions, with the Supplement the Majority Lenders have agreed to forbear from exercising their default-related remedies under the Credit Agreement and the other loan documents against the Borrower and the Guarantors arising from the Specified Defaults for a period (the "Forbearance Period") commencing on May 14, 2013 and ending on the earlier of (i) July 1, 2013, (ii) the occurrence of a bankruptcy or other similar default provided for in the Credit Agreement (a "Bankruptcy Default"), (iii) the occurrence of any event of default under the Credit Agreement, other than the Specified Defaults or a Bankruptcy Default, and (iv) the occurrence of certain early termination events specified in the Forbearance Agreement, including providing collateral support for the issuance of insurance or surety bonds, the acceleration of any debt (other than advances under the Credit Agreement) in excess of $250,000 or the failure of the Borrower or any Guarantor to comply with any of the terms of the Supplemented Forbearance Agreement, which failure is not cured within three business days after notice thereof from the Agent. Such forbearance by the Majority Lenders means that neither the Administrative Agent nor any Lender will have the ability during the Forbearance Period to declare outstanding amounts under the Credit Agreement immediately due and payable or exercise any other rights and remedies available to the Lenders under the Credit Agreement and related loan documents.

The Credit Agreement is comprised of a $115 million revolving credit line that matures in July 2013 and a $60 million term loan that matures in July 2014. As of June 18, 2013, the Borrower had $147.5 million in borrowings outstanding consisting of $104.0 million under the revolving credit line and $43.5 million under the term loan. The Borrower also has $10.9 million in letters of credit outstanding under the Credit Agreement in support of surety bonds, which bonds are primarily issued with respect to reclamation obligations.

A copy of the Supplement will be filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2013.

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