PURCHASE AGREEMENT BY AND AMONG AIM OXFORD HOLDINGS, LLC, C&T COAL, INC., JEFFREY M. GUTMAN, DANIEL M. MAHER, AND THE WARRANTHOLDERS EXECUTING THIS AGREEMENTPurchase Agreement • October 28th, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
This PURCHASE AGREEMENT (this “Agreement”), dated effective as of October 16, 2014, is entered into by and among AIM OXFORD HOLDINGS, LLC, a Delaware limited liability company (“AIM”), C&T COAL, INC., an Ohio corporation (“C&T Coal” and, together with AIM, the “Sponsor Sellers”), JEFFREY M. GUTMAN, an individual person (“Gutman”), DANIEL M. MAHER, an individual person (“Maher” and, together with Gutman, the “Individual Sellers”), and the Warrantholders (as defined herein) executing this Agreement (the Warrantholders, collectively with the Individual Sellers, the “Non-Sponsor Sellers”) (the Sponsor Sellers and the Non-Sponsor Sellers, each a “Seller” and, collectively, the “Sellers”) and WESTMORELAND COAL COMPANY, a Delaware corporation (the “Buyer”).
CONTRIBUTION AGREEMENT BY AND BETWEEN WESTMORELAND COAL COMPANY AND OXFORD RESOURCE PARTNERS, LP OCTOBER 16, 2014Contribution Agreement • October 28th, 2014 • WESTMORELAND COAL Co • Bituminous coal & lignite surface mining • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTMORELAND RESOURCE PARTNERS, LP, dated as of [•], is by and among Westmoreland Resources GP, LLC, a Delaware limited liability company, as the General Partner, and AIM Oxford, C&T Coal and any other Persons who now are or hereafter become Partners in the Partnership or parties hereto as provided herein.
