exv10w17e






Exhibit 10.17E




[AEP LETTERHEAD]




Oxford Mining Company, Inc.

c/o Eagle Fuels

330 Oak Park,

P.O. Box 291




Cadiz, OH 43907




Attention: Charles C. Ungurean




December 5, 2006





			
	Re:	 	Coal Purchase and Sale Agreement No. 10-62-04-900 dated as of May
21, 2004, 

between American Electric Power Service Corporation,
as agent for Columbus 

Southern Power Company (“Buyer”) and
Oxford Mining Company, Inc. (“Seller”) 

and Buyer’s Right of First
Refusal




Dear Mr. Ungurean:



Item 4 of Amendment No. 2006-03 amends Article V of the above-referenced Agreement to increase the
Contract Price as of the various dates set forth therein. In consideration for such increases
Seller and its sole shareholders, Thomas T. Ungurean and Charles C. Ungurean (individually and
collectively “Shareholder”) agree to the following:



In the event Seller or Shareholder (a) offers its Ownership Interest (as hereinafter defined) for
sale by engaging the services of an investment banker, advisor, or other agent to solicit potential
buyers of Seller’s Ownership Interest, or otherwise, (a “Marketing Arrangement”) or (b) receives an
unsolicited expression of interest from a third party to acquire an Ownership Interest that Seller
or Shareholder wishes to consider, then in either event Seller or Shareholder, as applicable, shall
immediately notify Buyer that Seller or Shareholder has entered into a Marketing Arrangement or
received an expression of interest and Buyer shall have the right to conduct a “due diligence”
investigation upon the same terms offered to any potential buyer through the Marketing Arrangement
or to any third party offeror. In the event (c) Seller or Shareholder receives a bona fide offer
for any Ownership Interest from a third party that has not and will not conduct a “due diligence”
investigation, then Seller or Shareholder shall notify Buyer that the offeror will not conduct such
an investigation and Buyer shall have a period of thirty (30) calendar days from the date that
Buyer receives such notice to conduct its “due diligence” investigation. Buyer shall have a Right
of First Refusal to purchase Seller’s or Shareholder’s Ownership Interest on substantially the same
Basic Economic Terms as the Ownership Interest would be sold to a third party.



Seller or Shareholder shall notify Buyer in writing of the receipt of a bona fide third party offer
that Seller or Shareholder is willing to accept for any Ownership Interest, including the Basic
Economic Terms of such offer (the “Notice of Offer”).



Seller’s and Shareholder’s Ownership Interest is defined as any shares of Oxford Mining Company,
Inc.’s Common Stock, and Seller’s then-held assets. Notwithstanding the above, Seller or
Shareholder may, one time only, convey not more than twenty-five percent of the Common Stock
without providing Buyer with the Notice of Offer or being subject to Buyer’s Right of First
Refusal, provided that Chuck Ungurean and Tom Ungurean may convey the Common Stock to each other or
to trustees for estate planning purposes, without limitation. For the avoidance of doubt, any
proposed conveyance of Common Stock by Seller, Chuck Ungurean, Tom Ungurean, or any trustees,
individually and collectively, to any third party shall be subject to the one-time twenty-five
percent restrictions set forth above.




 









 








Oxford Mining Company, Inc.

Buyer’s First Right of Refusal

Page Two



Seller’s assets that are routinely traded or sold in the normal course of business shall not
require any Notice from Seller to Buyer or be subject to Buyer’s Right of First Refusal.



The Basic Economic Terms of any third party offer shall mean the following:





	 	(a)	 	The Ownership Interest being offered to the third party;
	 
	 	(b)	 	The form of transfer, whether sale, lease, exchange, or other transfer;
	 
	 	(c)	 	The total consideration to be paid whether in the form of purchase price,
lease payments, exchange property, assumption of obligations, or other consideration or
benefits, and if all or a portion of the consideration is in other than cash, the fair
market value of the non-cash consideration as determined by an independent investment
banker or other appraiser recognized to be expert in making such valuations jointly
selected by Buyer and Seller, or Shareholder, as applicable;
	 
	 	(d)	 	The terms of payment including time table for payment and interest charges, if
any;
	 
	 	(e)	 	Security arrangements, if any, including without limitation, any mortgage,
security interest, or third party guaranty to secure the payment of the consideration
referred to in paragraph (c) above; and
	 
	 	(f)	 	Any other material terms of the third party offer.




If Buyer elects to acquire the Ownership Interest that is the subject of the proposed sale to a
third party or parties, it shall exercise its Right of First Refusal by notifying Seller or
Shareholder in writing within thirty days after Buyer’s receipt of Seller’s or Shareholder’s Notice
of Offer. Failure of Buyer to notify Seller or Shareholder within the thirty-day period shall
constitute a failure to elect by Buyer. If Buyer fails to give the acceptance notice within said
thirty day period, Seller or Shareholder shall be free for a period of one- hundred and eighty
(180) days following the date upon which the acceptance notice was due to enter into a contract
with any non-affiliated third party to transfer the Ownership Interest on the same Basic Economic
Terms and on any additional terms consistent with the Basic Economic Terms as contained in the
original third party offer. Any offer or expression of interest subsequent to such one-hundred and
eighty (180) day period or on different Basic Economic Terms or on additional terms inconsistent
with the Basic Economic Terms shall be deemed to be a new third party offer of which Seller or
Shareholder shall give notice to Buyer as hereinabove provided.



Buyer and Seller or Shareholder shall conclude the sale and purchase under the same Basic Economic
Terms as set forth in the First Refusal Notice, or substantially similar terms, within ninety days
of Buyer’s exercise of its Right of First Refusal.



If Buyer elects to acquire Seller’s or Shareholder’s Ownership Interest and is unable, after a good
faith effort, to obtain such federal, state, county or other third party approvals as may be
required for the sale, lease, exchange or other transfer of the Ownership Interest, Buyer shall be
relieved of its obligation to acquire Seller’s or Shareholder’s Ownership Interest. In that event,
then, notwithstanding the above, Seller or Shareholder shall be relieved of any further obligation
to present to Buyer any future third party offers with respect to the Ownership Interest for which
Buyer was unable to obtain the required approvals.



This Right of First Refusal shall remain in effect unless terminated as hereinbefore set forth
until the earlier of (a) [*], or (b) the final transfer of all of the Ownership
Interests, except for excluded assets, of Seller to a non-affiliated third party or parties by
Seller or Shareholder pursuant to a bona fide third party offer(s) which was properly offered and
refused by Buyer pursuant to this letter agreement.



Seller, Shareholder, and Buyer covenant and agree that the provisions of this letter shall remain
strictly confidential and that neither party will disclose the terms of this letter or of any offer
tendered to Seller or Shareholder except as may be necessary to disclose to a bona fide offeror, to
secure financing, or to comply with governmental regulatory requirements.








 









 








Oxford Mining Company

Buyer’s Right of First Refusal

Page Three



Except as this letter agreement may amend the above-referred Agreement, all other provisions of the
Agreement shall remain in full force and effect.



If Seller and Shareholder are in agreement with the foregoing, kindly indicate your acceptance
thereof by signing the enclosed duplicate of this letter in the space provided and by returning it
to this office.




Very truly yours,




 /s/ Charles E. Zebula
 

Charles E. Zebula

SVP Fuel Emissions and Logistics

American Electric Power Service Corporation




Accepted and Agreed To




This 20th Day
of December, 2006




Oxford Mining Company, Inc.




	 	 	 	 	 

	By:
	 	/s/ Charles C. Ungurean	 	 
	 

	 	 

Charles C. Ungurean
	 	 
	 
	 	 	 	 
	Its
	 	President	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Thomas T. Ungurean (individually)	 	 
	 
	/s/ Thomas T. Ungurean
	 	 
	 	 	 
	 
	 	 	 	 
	Charles C. Ungurean (individually)

	 	 
	 
	/s/ Charles C. Ungurean