exv10w17f






Exhibit 10.17F




[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions. 

[AEP Letterhead]




Oxford Mining Company, LLC

c/o Eagle Fuels

330 Oak Park

P.O. Box 291

Cadiz, OH 43907



Attention: Charles Ungurean



December 29, 2008




	 	 	 

	Re:

	 	Coal Supply Agreement No. 10-62-04-900, dated as of May 21, 2004, as 

amended, between American Electric Power Service Corporation, as agent

for Columbus Southern Power Company (“Buyer”), and Oxford Mining


Company, LLC (formerly Oxford Mining Company, Inc.) (“Seller”) 

(the “Agreement”)
	 
	 	 
	 

	 	Amendment No. 2008-6





Gentlemen:



Reference is made to the above referenced Coal Supply Agreement, as amended, (the “Agreement”)
under which Seller is supplying Coal to Buyer. Buyer and Seller hereby agree to amend the Agreement
effective as of January 1, 2009 as follows:





	1)	 	Article I, Term and Delivery Period, shall be deleted in its entirety and replaced with the
following in lieu thereof:
	 
	 	 	Article 1, Section 1. The term of this Agreement (the “Term” also referenced herein
as the “Delivery Period”) shall commence on the Effective Date, and shall remain in effect
until [*], unless said Term is accelerated or extended as provided elsewhere
in the Agreement.
	 
	 	 	Article I, Section 2. Provided this Agreement is still in effect, Buyer shall have
the optional right, but not the obligation, to extend the Term of this Agreement for two
[*] option periods, with the first option period beginning [*], and
extending through [*], and the second beginning [*], and extending
through [*]. Buyer shall provide Seller with Buyer’s notice of its exercising
its election to extend the Term of the Agreement for the next option period at least 180
days prior to the commencement of the next option period. Should Buyer not elect to extend
the Term of the Agreement for the first [*] option period, then the second [*] option period shall no longer be available.
	 
	2)	 	Article II, Section 2.1, Contract Quantity, shall be deleted in its entirety and replaced
with the following in lieu thereof:
	 
	 	 	Section 2.1 Contract Quantity. During the Delivery Period, Seller agrees to sell
and deliver to Buyer and Buyer agrees to purchase and accept from Seller, FOB truck or
railcar (as applicable) at the Designated Delivery Point, the quantity of Coal set forth
herein.




 









 











Oxford Mining Company, LLC

Amendment No. 2008-6

Page 2




	 	 	 	 	 	 	 
	Contract [ * ]	 	Contract Quantity	 	Specification A Tons	 	Specification B Tons
	[*] - [*]
	 	[*] per [*]	 	[*]	 	(see below)
	[*] - [*]
	 	[*] per [*]	 	(see below)	 	(see below)
	[*]
	 	[*] per [*]	 	(see below)	 	(see below)
	[*] - [*]
	 	[*] per [*]	 	(see below)	 	(see below)







	 	 	For the Delivery Period from [*], through [*], Seller shall
deliver, and Buyer shall accept, no less than [*] Tons per Contract [*] of
Specification A Coal. Not less than one hundred eighty (180) days prior to each Contract
[*] commencing with Contract [*], Buyer will notify Seller whether the Conesville
Coal Preparation Plant will continue operating during the next Contract [*]. For each
Contract [*] commencing with Contract [*] in which the Conesville Coal Preparation
Plant continues operating, Buyer shall nominate a minimum of [*] Tons of Specification A
Coal. The remaining Coal to be delivered to Buyer shall consist of Specification B Coal.
Provided that the total Tons of Specification A and Specification B Coal shall equal the
Contract Quantity, which Quantity may be increased at Buyer’s option, as provided herein,
upon thirty (30) days prior written notice to Seller, Buyer may elect to receive (i) more
than [*] Tons of Specification A Coal during any Contract [*] in which the Conesville
Coal Preparation Plant is operating, or (ii) any number of Specification A and Specification
B Tons of Coal during any Contract [*] in which the Conesville Coal Preparation Plant is
not operating.
	 
	 	 	Such tonnage shall be delivered ratably during each month of each Contract [*] unless
otherwise agreed to by Buyer and Seller.
	 
	 	 	Through November 2008, there was a tonnage shortfall of [*] Tons (inclusive of [*]
force majeure Tons claimed by Seller during Contract [*]). Buyer shall have the right
to increase deliveries in any month(s) by up to [*] Tons per month with thirty (30) days
prior written notice until such time as the [*] Tons have been delivered. The Contract
Price to be paid for such Coal shall be the Contract Price in effect when delivered.
	 
	 	 	Prior to Seller selling any washed Coal to a third party from a preparation plant that
commences operation after [*], Buyer shall have the right of first refusal to
purchase the first  [*] Tons of washed Coal processed during any Contract
[*] from such preparation plant at the price Seller would otherwise sell to a third party
(the “First Refusal Price”), provided that if Buyer elects to purchase such washed Coal, the
Contract Price for such Coal shall be the First Refusal Price prior to [*], and
thereafter the First Refusal Price less [*] per Ton. Should Buyer elect to purchase the
washed Coal, Seller’s tonnage obligation under this Agreement shall be reduced by the amount
of washed Coal that Seller delivers to Buyer. Such washed Coal shall meet the Specification
C quality specifications as set forth on Schedule 3.1-A.
	 
	 	 	During each Contract [*] (including any option period[s] elected), Buyer shall have the
right to increase the Contract Quantity by [*] Tons per half-year (January through June
or July through December being a “Contract Half-Year”) (hereinafter the “Half-Year Quantity
Option”) by notifying Seller of its election to take such Half-Year Quantity Option at least
ninety (90) days prior to the beginning of the applicable Contract Half-Year.
	 
	 	 	Additionally, for any month(s) through [*], Buyer shall have the right at any
time, and from time to time, to increase its monthly quantity obligation (i.e. the Contract
Quantity for the applicable Contract [*] divided by 12) for Specification A and/or
Specification B Coal by up to [*] Tons (hereinafter the “Monthly Quantity Option”), and
thus increase the Contract Quantity by up to [*] Tons per month, at any time prior to
thirty (30) days prior to the beginning of the applicable delivery month. Such election
shall remain in effect until such time as Buyer again gives at least thirty (30) days prior
notice of a subsequent election to reduce the monthly quantity obligation by the amount of
such increase.






[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions. 

 









 











Oxford Mining Company, LLC

Amendment No. 2008-6

Page 3





	3)	 	The fourth paragraph of Article IV shall be deleted in its entirety and replaced with the
following in lieu thereof:
	 
	 	 	For the first [*] Tons delivered beginning January 1, 2009 (and continuing until such
time such amount is delivered), Seller shall deduct [*] per Ton to reimburse Buyer for
Buyer’s prepayment to Seller in 2008 for Coal to be delivered in Contract [*].
	 
	4)	 	Article V, Contract Price, shall be deleted in its entirety and replaced with the following in
lieu thereof:





ARTICLE V

Contract Price





	 	 	(a)The Contract Price shall be as follows and adjusted in accordance with Section (b)
below:





	 	 	 	 	 	 	 	 	 
	 	 	Contract Price FOB Plant (Per Ton) *
	 	 	Specification A	 	Specification B
	[*]
	 		[*]	 	 		[*]	 






	 	 	 	 	 	 	 	 	 
	 	 	Contract Price FOB Rail Rehobeth (Per Ton) *
	 	 	Specification A	 	Specification B
	[*]
	 		[*]	 	 		[*]	 






	 	 	 	 	 	 	 	 	 
	 	 	Contract Price FOB Rail Cadiz (Per Ton) *
	 	 	Specification A	 	Specification B
	[*]

	 		[*]	 	 		[*]	 








 




			
	*	 	For the first [*] Tons to be delivered pursuant to this Agreement in Contract [*], an amount of [*] per Ton shall be added to the Contract Price.






	 	 	(b) The Labor (Labor shall be deemed to be inclusive of all benefits and related taxes),
Health Benefits, Petroleum Products Refined, Explosives, Construction Machinery & Equipment,
Other, and Truck Transportation Cost Components shall be adjusted effective July 1 and
January 1 of each Contract [*] commencing July [*]. At such dates the average of the
values of each of the respective indices correlative thereto (as set forth below) for the
third, fourth, and fifth preceding months of such dates (i.e., August, September, and
October for the January calculation) shall be compared to the average of the values of each
of such respective indices for the ninth, tenth, and eleventh preceding months of such
dates, and [*] of the respective percentage change (carried out four
decimal places, e.g., 6.124% shall be 0.0612) in each of such average index values shall be
multiplied by the last previously effective Component amount of the Contract Price
correlative thereto. The amounts per Ton of increase or decrease so obtained shall be added
to or subtracted from, as the case may be, the last previously effective amount of such
respective Component, and the resulting amounts per Ton shall become the then effective
amounts per Ton for such Components of the Contract Price.
	 
	 	 	The amount of the respective Base Prices effective as of [*] allocated to each
Component thereof, and the index or method to be used for the adjustment of each such
Component, beginning July [*]:





[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions. 

 









 











Oxford Mining Company, LLC

Amendment No. 2008-6

Page 4



“SPECIFICATION A”




	 	 	 	 	 	 	 	 	 
	 	 	Initial Amount Per Ton	 	 
	Component	 	FOB Plant	 	FOB Rehobeth	 	FOB Cadiz	 	Index-Method
	1. Labor
	 	[*]	 	[*]	 	[*]	 	CEU1021210008 Average Hourly Earnings- Coal Mining
	2. Health Benefits
	 	[*]	 	[*]	 	[*]	 	CWUR0000SAM Medical Care
	3. Petroleum Products Refined
	 	[*]	 	[*]	 	[*]	 	WPU057 Petroleum Products Refined
	4. Explosives
	 	[*]	 	[*]	 	[*]	 	WPU067902 Explosives
	5. Construction Machinery
	 	[*]	 	[*]	 	[*]	 	WPU112 Construction Machinery & Equip.
	6. Other
	 	[*]	 	[*]	 	[*]	 	CUUR0000SA0 All Urban Consumers Adjusted in accordance with Article V, (c)
	7. Per Ton Assessments
	 	 	 	 	 	 	 	 
	Federal Reclamation Fee
	 	0.315	 	0.315	 	0.315	 	 
	FBLET
	 	0.550	 	0.550	 	0.550	 	 
	Ohio Severance Tax
	 	0.252	 	0.252	 	0.252	 	 
	8. Changes in Law
	 	0.000	 	0.000	 	0.000	 	Adjusted in accordance with Article VI
	 
	 	 	 	 	 	 	 	 
	FOB Delivered Price
	 	[*]	 	[*]	 	[*]	 	 
	Truck Transportation Cost
	 	[*]	 	[*]	 	[*]	 	PCU484 — 484— Truck Transportation
	 
	 	 	 	 	 	 	 	 
	January 1, 2009 Contract Price
	 	[*]	 	[*]	 	[*]	 	 





“SPECIFICATION B”




	 	 	 	 	 	 	 	 	 
	 	 	Initial Amount Per Ton	 	 
	Component	 	FOB Plant	 	FOB Rehobeth	 	FOB Cadiz	 	Index-Method
	1. Labor
	 	[*]	 	[*]	 	[*]	 	CEU1021210008 Average Hourly Earnings- Coal Mining
	2. Health Benefits
	 	[*]	 	[*]	 	[*]	 	CWUR0000SAM Medical Care
	3. Petroleum Products Refined
	 	[*]	 	[*]	 	[*]	 	WPU057 Petroleum Products Refined
	4. Explosives
	 	[*]	 	[*]	 	[*]	 	WPU067902 Explosives
	5. Construction Machinery
	 	[*]	 	[*]	 	[*]	 	WPU112 Construction Machinery & Equip.
	6. Other
	 	[*]	 	[*]	 	[*]	 	CUUR0000SA0 All Urban Consumers Adjusted in accordance with Article V, (c)
	7. Per Ton Assessments
	 	 	 	 	 	 	 	 
	Federal Reclamation Fee
	 	0.315	 	0.315	 	0.315	 	 
	FBLET
	 	0.550	 	0.550	 	0.550	 	 
	Ohio Severance Tax
	 	0.252	 	0.252	 	0.252	 	 
	8. Changes in Law
	 	0.000	 	0.000	 	0.000	 	Adjusted in accordance with Article VI
	 
	 	 	 	 	 	 	 	 
	FOB Delivered Price
	 	[*]	 	[*]	 	[*]	 	 
	Truck Transportation Cost
	 	[*]	 	[*]	 	[*]	 	PCU484 — 484— Truck Transportation
	 
	 	 	 	 	 	 	 	 
	January 1, 2009 Contract Price
	 	[*]	 	[*]	 	[*]	 	 







	 	 	(i) The indices utilized in calculations made pursuant to this Article shall be the
indices as they are first published. In the event that the current base or any index
referred to in this Article is converted to a new base, then conversion tables published by
the U.S. Department of Labor, Bureau of Labor Statistics, shall be used in recomputing the
level of any such index. Should publication of any index be discontinued, an index, which is
as nearly as practicably equivalent, shall be substituted by mutual agreement of the Parties
hereto.
	 
	 	 	(ii) Seller and Buyer shall keep accurate up-to-date records and books of account showing
all costs, payments, price revisions, credits, debits, weights, analyses, and all other data
required of each of them for the purpose of administering this Agreement.




[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions. 

 









 











Oxford Mining Company, LLC

Amendment No. 2008-6

Page 5





	 	 	Each time the price is revised in accordance with this Article, Seller shall furnish to
Buyer a detailed statement (a “claim”) showing Seller’s calculations of the price which
should then be in effect under the provisions of this Agreement.
	 
	 	 	Buyer shall make a preliminary review of the claim within a reasonable amount of time. Upon
completion of Buyer’s preliminary review, Buyer may submit to Seller a letter explaining the
differences, if any, in the price as shown on the claim and the price as determined by
Buyer’s preliminary review. Buyer shall then submit a letter agreement to Seller for its
countersignature to establish a tentative price adjustment. The price adjustment as agreed
to in the fully executed letter agreement, either a debit or credit, shall be processed
using Buyer’s normal payment procedures and, if necessary, a tentative retroactive
adjustment shall be made by payment to the Party to whom such tentative adjustment is due.
	 
	 	 	From time to time, representatives of Buyer shall audit Seller’s claim(s) and recommend
final price adjustments associated with such claim(s). Thereafter, Buyer shall submit a
letter agreement to Seller for its countersignature to establish a final price adjustment.
The price adjustment as agreed to in the fully executed letter agreement, either a debit or
credit, shall be processed using Buyer’s normal payment procedures and, if necessary, a
final retroactive adjustment shall be made by payment to the Party to whom such final
adjustment is due.
	 
	 	 	(iii) For each option period elected, Buyer and Seller shall negotiate the market prices
FOB Plant for Specification A and Specification B Coal. In the event that Buyer and Seller
are unable to agree upon such market prices within thirty (30) days after Buyer’s
notification to Seller of its election to exercise an option, Buyer and Seller shall agree
to be bound through arbitration. The arbitration shall be held in Columbus, Ohio, before a
single arbitrator in accordance with the procedures of the American Arbitration Association
(“AAA”) rules. To be qualified, the arbitrator must have at least ten (10) years extensive
experience in the buying or selling of Eastern Coal. There shall be no ex parte
communication with the arbitrator. Each Party shall submit to the arbitrator their
calculation of the market prices FOB Plant for Specification A and Specification B Coal (as
further defined in Schedule 3.1-A) for the option period, along with any supporting
documentation. The arbitrator shall be required to select either the Buyer’s or the Seller’s
calculation of the market prices for the applicable option period. Once such market prices
have been determined, either by agreement or through arbitration, the Contract Prices during
the applicable option period shall be such market prices less [*] per Ton. The Parties
shall then within thirty (30) days after such determination, determine the Contract Prices
FOB Rail Rehobeth and FOB Rail Cadiz based upon the determined market prices for
Specification A and Specification B Coal FOB Plant.
	 
	 	 	 (iv)Buyer and its designated representatives and/or agents including but not limited to
its auditors, engineers, and geologists, shall at reasonable times, have access to the
mine(s) producing Coal under this Agreement, to all support facilities, and to all records
pertaining to this Agreement (including but not limited to records pertaining to the Coal
reserves); to the production and cost of production records of Coal produced at the
production sources specified on Schedule 3.1-B; to all records related to the operation,
maintenance, calibration, and testing (including bias testing) of the scales and/or
samplers; and to all records pertaining to the costs of transportation hereunder (such
access to such cost records shall be only as required for purposes of administering this
Agreement).
	 
	 	 	(c) Assessments — The Contract Price shall be adjusted for changes in the assessment rate
to Seller for Federal Reclamation Fee, Federal Black Lung Excise Tax and Ohio Severance Tax.
Any adjustment to the Contract Prices for changes in assessments shall be effective on the
first day of the calendar month following the effective date of any change occurring after
[*] (except when such change is effective on the first day of a month in which
case such adjustment shall be effective as of such date). Such amounts shall be adjusted for
any related tax credits allowed Seller. For the purpose of calculating price adjustments
under this section (c), all adjustments shall be deemed to be based on those assessments
applicable to surface mining.




[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions. 

 









 








Oxford Mining Company, LLC

Amendment No. 2008-6

Page 6





	 	 	Buyer and Seller acknowledge that Seller currently takes a deduction for moisture content in
excess of inherent moisture when making Federal Reclamation Fee and Federal Black Lung
Excise Tax payments for Coal.
	 
	 	 	5) The second paragraph of Article VI, Section 6.2, Changes in Law, shall be deleted and
the following substituted in lieu thereof:
	 
	 	 	In the event of the enactment, modification, or revision of any Federal, State or local
legislation, regulations, rules or mandates issued pursuant thereto, including but not
limited to the Federal Mine Safety & Health Act of 1977 and the Surface Mining Control and
Reclamation Act of 1977, after [*], which affect the bituminous coal industry
with respect to the coal reclamation, conservation, environmental protection, mine safety,
mine working conditions and practices, ventilation, health, employee retirement programs
occupational hazards, research and reclamation and conservation of mined areas, and which
increases or decreases Seller’s cost of producing Coal under this Agreement, an appropriate
adjustment will be made to the current Contract Price to recognize such changed cost;
provided, however, there shall be no changes made in the Contract Price for changed costs
associated with labor related benefits or taxes, real or personal property taxes, corporate
net income or franchise taxes; and further provided that Buyer shall have the right to
terminate this Agreement should any such adjustments cause the Contract Price to be
increased by more than [*] of its then current amount or should the total of
all such adjustments under this Section 6.2 cause the Contract Price to be increased by more
than [*] of its initial amount as of [*].
	 
	 	 	6) Commencing [*], Buyer and Seller agree that should Seller’s cumulative
shortfall in deliveries be at least [*] Tons as of the end of any Contract Half Year,
the first Tons shipped thereafter shall be deemed to be such shortfall Tons and the Contract
Price for such Tons shall be reduced by [*] per Ton. This reduction is in addition to any
other rights that Buyer may have under the Agreement or at law or in equity relative to any
tonnage shortfall.




Except as amended herein, all other provisions of the Agreement shall remain in full force and
effect. If you 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,




	 	 	 	 	 

	 

	 	Acceptance
Date: 12/29/08	 	 
	 

	 	 		 





	 	 	 	 	 	 	 

	/s/ Timothy K. Light	 	
	Timothy K. Light	 	Oxford Mining Company, Inc.
	Vice President
	 	 	 	 	 	 
	Columbus Southern Power Company

	 	By:	 	/s/ Jeffrey M. Gutman	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	SVP & CEO	 	 
	 

	 	 	 	 	 	 




xc: W. E. Spiker — Eagle Fuels, Inc.







[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions. 

 









 








[OXFORD Letterhead]




DELEGATION OF AUTHORITY

December 23, 2008

In reference to:





	 	 	 	Fuel Supply agreement between American Electric Power Service
Corporation, as agent for Columbus Southern Power Company and Oxford
Mining Company, LLC, fka Oxford Mining Company originally executed May
21, 2004 as amended, contract #10-62-04-900
	 
	 	 	 	The undersigned Charles C. Ungurean, President and Chief Executive
Officer of OXFORD MINING COMPANY, LLC (Oxford) hereby delegates to
Jeff Gutman, Senior Vice President and Chief Financial Officer of
Oxford the authority to execute an amendment to the above referred
contract on or before December 31, 2008.
	 
	 	 	 	This delegation authorizes Mr. Gutman to act in my name and stead to
agree and comit to the terms and conditions of the amendment on behalf
of Oxford.




Oxford Mining Company, LLC



/s/ Charles C. Ungurean
 
Charles C. Ungurean, President and

Chief Executive Officer





	 	 	 	Attest: 	/s/ Linda Whitis	 






	 	 	 	Linda Whitis, Assistant Secretary

Oxford Mining Company, LLC






[*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.