Exhibit



EXHIBIT 10.5                



Portions of this Exhibit have been redacted pursuant to a request for confidential treatment
under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.
Omitted information marked “******” in this Exhibit has been filed with the Securities and
Exchange Commission together with such request for confidential treatment.






NINETEENTH AMENDENT TO COAL SUPPLY AGREEMENT
Between PACIFICORP
And


WESTMORELAND   KEMMERER, LLC
(f/k/a Westmoreland Kemmerer, Inc.)


THIS NINETEENTH AMENDENT amends the Coal Supply Agreement dated July 1, 1992, as amended and restated in the FIFTEENTH AMENDMENT TO COAL SUPPLY AGREEMENT, effective July 1, 2010, as further amended ("CSA") between WESTMORELAND KEMMERER, LLC, a Delaware limited liability company with offices in Englewood, Colorado, formerly Westmoreland Kemmerer, Inc., and successor in interest to Chevron Mining Inc. ("Seller"), and PACIFICORP, an Oregon corporation with offices in Salt Lake City, Utah ("Buyer").


RECITALS


Buyer and Seller desire to agree upon new Tier 1 and Tier 2 Purchase Prices for the Agreement, effective January 1, 2016, pursuant to section 5.07 of the Fifteenth Amendment.


THEREFORE, the parties agree as follows:


1. Effective as of January 1, 2016, Section 5.02 Base Prices is deleted in its entirety and replaced with the following:


5.02 Base Prices. The Base Prices established as of January 1, 2010, shall be $****** per ton up to ****** tons ("Tier 1")  and $****** per ton for ******  to  ****** tons ("Tier 2"). The Purchase Price effective on January 1, 2016, shall be $****** per ton up to ****** tons ("Tier 1") and $****** per ton for ****** to ****** tons ("Tier 2"), as set forth on Exhibit I. The Base Prices are composed of the components and subcomponents in the manner described in Exhibit B, Schedules 1-4. The Base Prices are composed of the following "Escalated Components": (i) Medical, (ii) Labor and Benefits, (iii) Materials and Supplies, and (iv) the Composite Component. In addition, the Base Prices are composed of the following "Pass-Through Components":  (i) Severance Tax, (ii) Ad Valorem Tax, (iii) Federal Black Lung Excise Tax, (iv) Federal Abandoned Mined Land Reclamation ("AML") Fee, (v) Royalties, and (vi) Depletion. Each of the Escalated Components and Pass Through Components is described in section 5.03.


2. Prior to January 1, 2016, the prior Section 5.02 under the CSA shall apply. All of the terms and conditions of the Agreement not expressly amended or replaced hereby shall remain in full force and effect.






















IN WITNESS WHEREOF, the parties have  caused  this  Nineteenth  Amendment  to  the  Agreement to be  executed  as of the  day and year  first hereinabove written.


	
			
	Westmoreland Kemmerer LLC
	 
	Pacificorp

	By: /s/ Kevin Paprzycki
	 
	By: /s/ Dana Ralston

	Its: CEO
	 
	Title: VP COAL GEN & MINING

	Date Signed: 4.15.16
	 
	Date Signed: 4/22/16


































Exhibit I (Page 1) 
Reset Purchase Price effective January 1, 2016


******
Exhibit I Fully Redacted























Exhibit I (Page 2) 
Reset Purchase Price effective January 1, 2016


******
Exhibit I Fully Redacted