Amendment to Coal Purchase and Sale Agreement



 Exhibit 10.16L 
 [*] 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] 
 March 12, 2012 
 Oxford Mining Company, LLC 

Attn: Ms. Angela Ashcraft 
 544 Chestnut
Street 
 P.O. Box 427 
 Coshocton, OH
43812 
  

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

 May 21, 2004, as amended, between Ohio Power Company 
 (f/k/a Columbus
Southern Power Company) (“Buyer”), and Oxford 
 Mining Company, LLC (formerly Oxford Mining Company, Inc.)
(“Seller”) 
 SUBJECT: AMENDMENT 2012-1 
 Reference is made to the above-referenced Coal Purchase and Sale Agreement, as amended (the “Agreement”), under which Seller is supplying coal to Buyer. 

Buyer and Seller hereby agree to the following: 

1. The first paragraph of the Agreement shall be deleted in its entirety and replaced with the following in lieu thereof: 

THIS COAL PURCHASE AND SALE AGREEMENT No. 10-62-04-900 (“Agreement”) is entered into as of
May 21, 2004 (the “Effective Date”), by and between American Electric Power Service Corporation, as agent for Ohio Power Company (f/k/a Columbus Southern Power Company prior to its 12/31/2011 merger into Ohio Power Company)
(“Buyer”), and Oxford Mining Company, LLC (formerly Oxford Mining Company, Inc.) (“Seller”). Buyer and Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”

 2. The table and related footnotes in Section 2.1 Contract Quantity shall be deleted in their entirety and replaced with the
following in lieu thereof: 
 Table 2.1.1 
  

																					
	 Contract
Year(s)
	  	Annual Contract
Quantity	 	 	Specification A
Coal Tons	 	  	Specification B
Coal Tons	 	 	Option No. 1
Tons	 	 	Option No. 2 Tons	 
	 2009
	  	 	1,750,000	  	 	 	500,000	  	  	 	(2	) 	 	 	—  	  	 	 	—  	  
	 2010 – 2011
	  	 	1,700,000	  	 	 	500,000	  	  	 	(2	) 	 	 	—  	  	 	 	—  	  
	 2012
	  	 	1,040,620	(5) 	 	 	0	  	  	 	1,040,620	(5) 	 	 	0 to 
50,000/qtr	(3) 	 	 	50,001 – 100,000/qtr	(4) 
	 2013-2015
	  	 	1,700,000	  	 	 	0	  	  	 	1,700,000	  	 	 	0 to 
50,000/qtr	(3) 	 	 	50,001 – 100,000/qtr	(4) 
	 2016 – 2018(1)
	  	 	1,700,000	  	 	 	0	  	  	 	1,700,000	  	 	 	0 to 
50,000/qtr	(3) 	 	 	50,001 – 100,000/qtr	(4) 

  

	(1) 	 If the Option Term Extension is elected by Buyer. 



	(2) 	 For the Delivery Period from
[*] through [*], Seller shall deliver, and Buyer shall accept, no less than [*]
Tons per Contract Year of Specification A Coal. For each such Contract Year, Buyer shall nominate a minimum of at least [*] Tons of Specification A Coal for delivery hereunder, and the remaining Coal to be delivered to Buyer which is not nominated as Specification A Coal shall consist of Specification B Coal; provided that
the total Tons of Specification A Coal and Specification B Coal shall equal the Contract Quantity, as such Contract Quantity may be increased at Buyer’s option as provided herein. For the avoidance of doubt, Buyer’s nomination rights in
the preceding sentence mean that Buyer may so elect to receive more than [*] Tons of Specification A Coal during
any such Contract Year. 










 Oxford Mining Company, LLC 
 Coal Purchase and Sale Agreement No. 10-62-04-900 
 Amendment No. 2012-1 

March 12, 2012 
  


	(3)	 Option No. 1 Tons (up to 50,000 Tons) may be elected for delivery in any quarter at least sixty (60) days prior to the start of the quarter at the Contract Price in effect when delivered.




	(4)	 Option No. 2 Tons (50,001 – 100,000 Tons) may be elected for delivery in any quarter at least sixty (60) days prior to the start of the quarter at the Contract Price in effect when
delivered plus an additional $[*] per Ton. 



	(5) 	 Upon the completion of Contract Year 2012 the Annual Contract Quantity and Specification B Coal
Tons shall be modified to the actual Tons received in the Contract Year. 


 3. In ARTICLE V, Contract Price,
subparts a), b) and c) shall be deleted in their entirety and replaced with the following subpart a) in lieu thereof; and the remaining subparts d) and e) shall be relabeled as subpart b) and c), respectively: 

a) The Contract Price for Coal received [*] through [*] was and
will be on an escalated price basis as specified in this Agreement as in effect immediately prior to [*]. The Contract Price for Coal beginning [*] is on a fixed price basis, with no
escalation, as follows: 
 Table 5.1 
  

			
	 Contract Year
FOB Plant:
	  	Price Per Ton - Specification B Coal
	 [*]
	  	[*]
	
[*](1)
	  	[*]
	 [*]
	  	[*]
	
[*](2)
	  	[*]

  

	(1) 	 Upon the completion of Contract Year 2012, a reconciliation of the Contract Price for Q4 2012 only shall promptly occur. This reconciliation shall be
based on a formula calculation mutually agreed upon by Buyer and Seller. 



	(2) 	 If the Option Term Extension is elected by Buyer. 


 4. With reference to Footnote (1) to Table 5.1 in the Agreement, Buyer and Seller mutually agree that the reconciliation for Q4 2012 only which is provided for in said Footnote shall be based upon
the formula calculation provided for in this Section 4. The formula calculation shall be used to determine either an increased Contract Price or a decreased Contract Price for Q4 2012, with the formula calculation being a calculation made as
follows: 
  

	 	•	 	 [*] 


  

	 	•	 	 [*] 


  

	 	•	 	 [*] 


  

	 	•	 	 [*] 


  

	 	•	 	 [*] 


  

	 	•	 	 [*] 


  

	 	•	 	 [*] 


 In the event that, by
reason of such formula calculation, Buyer has paid to Seller less or more than such final fixed Contract Price for the actual Tons received in Q4 2012, (i) Buyer shall promptly pay to Seller the difference if Buyer has paid less and
(ii) Seller shall promptly pay to Buyer the difference if Buyer has paid more. 
 [*] 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. 

  
 2 









 Oxford Mining Company, LLC 
 Coal Purchase and Sale Agreement No. 10-62-04-900 
 Amendment No. 2012-1 

March 12, 2012 
  

 5. Promptly following the execution of this amendment, Buyer shall pay to Seller the difference between
the amount previously paid by Buyer for the actual Tons received and paid for to date in 2012 and the amount actually due therefor based on the price per Ton for Q1 and Q2 2012 set forth in Table 5.1 of the Agreement as hereby amended. 

6. A new Schedule 5.1 in the form as attached to this Amendment 2012-1 shall be the Schedule 5.1 referred to in and applicable to the Agreement.

 7. For the 2012 Quality Adjustments determined as provided in Schedule 7.2 of the Agreement, the amount used for the Contract Price in
calculating all such Quality Adjustments shall be $[*]. 
 8. Seller’s nomination sent to Buyer on October 31, 2011 for the
first quarter Option Tons for 2012 shall be considered null and void and such Tons shall not be added to the 2012 obligation. 
 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 then returning it to us. 

	
	
	/s/ Stephen M. DeBord
	 Stephen M. DeBord
 Vice
President
 Fuel, Emissions & Logistics
 On behalf of AMERICAN ELECTRIC POWER
 SERVICE CORPORATION, as agent for

Ohio Power Company


 Acceptance date: March 21, 2012 
 Oxford Mining Company, LLC 

	
	
	/s/ Charles C. Ungurean
	Signature
	
	Charles C. Ungurean
	Name (Print)
	
	President and Chief Executive Officer
	Title

 [*] 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. 

  
 3 








 SCHEDULE 5.1 
 PRICING CALCULATION 
 a) The determination of the Contract Price for Specification B Coal
for each of Contract Years [*] will involve utilizing three (3) publications, [*], to determine the annual market prices used in establishing the price per Ton which is the Contract Price. Should Buyer elect to exercise the Option
Term Extension to extend this Agreement through Contract Year 2018, the same pricing mechanism will apply for [*]. The specific publications and reference markets shall be as follows: 

[*] 
 [*]

 [*] 
 To determine
the weekly prices, tabulate and average each of the physical market pricing data, per week, published in the prior year for the relevant Contract Year for the above markets from all the publications listed above. 

b) The pricing calculation will then be as follows: 
  

	 	1.	[*] 

  

	 	2.	[*] 

  

	 	3.	[*] 

  

	 	4.	[*] 

 [*] 

[*] 
 [*]

  

	 	5.	[*] 

 [*] 

 

	 	6.	[*] 

 [*] 

 

	 	7.	[*] 

 [*] 

 

	 	8.	[*] 

 [*] 

[*] 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.