exv10w17c

Exhibit 10.17C

[*] 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, Inc.
c/o Eagle Fuels
330 Oak Park, P.O. Box 291
Cadiz, OH 43907

Attention: Bill Spiker/Charles Ungurean

April 8, 2005

Re:		Coal Supply 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”)

		Amendment No. 2005-1

Gentlemen:

Reference is made to the above referenced Coal Supply Agreement (the “Agreement”) under which Seller is supplying coal to Buyer.

Buyer and Seller further hereby agree to the following under the Agreement:


	1)		Article I paragraph two shall be deleted and restated as such: “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 three one-year extensions, the first of which shall be referred to as the “First Extended Term” and shall begin January 1, 2009 and end December 31, 2009. Should Buyer elect the First Extended Term, then a second one-year term extension shall become available and shall be referred to as the “Second Extended Term” and shall begin on January 1, 2010 and end on December 31, 2010. Should Buyer elect the Second Extended Term, then a third one-year term extension shall become available and shall be referred to as the ‘Third Extended Term’ and shall begin on January 1, 2011 and end December 31, 2011. Each such election shall be referred to as an “Option” for Coal produced from reserves of Coal dedicated to this Agreement in Schedule 3.1-B hereof.


	2)		That Article II Section 2.1 paragraph one shall be amended by the addition of the following to the table set forth therein:


	Specification A		Specification B
	Contract		Contract
Contract Year	Quantity		Quantity
2011 (Third Extended Term, if elected)		*[]**		*[]**

Oxford Mining Company, Inc.
Amendment 2005-1
Page 2


	3)		That Article II Section 2.1 paragraph four shall be deleted and restated as such: “At such time, if any, that Buyer elects to purchase Specification C Coal, Buyer shall also have the option to elect to reduce purchases of Specification B Coal to [ * ] tons per year. The purchase of any revised quantities of Specification B Coal are to commence concurrently with the purchase of Specification C Coal and continue throughout the remaining Term, as set forth in Article I, of this Agreement, but not thereafter (no later than December 31, 2011). If Buyer’s election shall become effective during a Contract Year, then the quantities of Specifications A, B, and C Coal to be purchased and sold during such Year shall be determined on a pro rata basis.”



	4)		That Article II Section 2.1 paragraphs six and seven shall be deleted and restated as such: “During each Contract Year except for the Third Extended Term, if elected, Buyer shall have the right to increase the Contract Quantity for Specification A and/or Specification B Coal by 200,000 tons per half-year (January through June or July through December) (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 half-year period.

Additionally, except for the Third Extended Term, if elected, Buyer shall have the right at any time, and from time to time, to increase its monthly quantity obligation for Specification A and/or Specification B Coal by up to 25,000 tons (hereinafter the “Monthly Quantity Option”) at any time up 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 to the minimum monthly quantity obligation.”


	5)		That the Agreement shall be amended by inserting the following language between paragraphs three and four of Article IV: “During the period March 1, 2005 through December 15, 2008, Buyer shall deduct [ * ] from each Half-Month payment. For the billing period December 16, 2008 through December 31, 2008, Buyer shall deduct [ * ].


	6)		That the Contract Price as set forth in Article V shall be amended as such:


	Contract Price
	FOB Plant
	Specification A	Specification B
January 1, 2005 - February 28, 2005	[ * ] per ton	[ * ] per ton
March 1, 2005 - December 31, 2005	*[ ] per ton**	*[ ] per ton**
January 1, 2006 - December 31, 2006	[ * ] per ton	[ * ] per ton
January 1, 2007 - December 31, 2007	[ * ] per ton	[ * ] per ton
January 1, 2008 - December 31, 2008	[ * ] per ton	[ * ] per ton
January 1, 2009 - December 31, 2009	[ * ] per ton	[ * ] per ton
January 1, 2010 - December 31, 2010	[ * ] per ton	[ * ] per ton
January 1, 2011 - December 31, 2011	*[ ]**	*[ ]**

Oxford Mining Company, Inc.
Amendment 2005-1
Page 3


	FOB Rail Rehobeth
	Specification A	Specification B
January 1, 2005 - February 28, 2005	[ * ] per ton	[ * ] per ton
March 1, 2005 - December 31, 2005	*[ ] per ton**	*[ ] per ton**
January 1, 2006 - December 31, 2006	[ * ] per ton	[ * ] per ton
January 1, 2007 - December 31, 2007	[ * ] per ton	[ * ] per ton
January 1, 2008 - December 31, 2008	[ * ] per ton	[ * ] per ton
January 1, 2009 - December 31, 2009	[ * ] per ton	[ * ] per ton
January 1, 2010 - December 31, 2010	[ * ] per ton	[ * ] per ton
January 1, 2011 - December 31, 2011	*[ ] per ton**	*[ ] per ton**


	FOB Rail Cadiz
	Specification A	Specification B
January 1, 2005 - February 28, 2005	[ * ] per ton	[ * ] per ton
March 1, 2005 - December 31, 2005	*[ ] per ton**	*[ ] per ton**
January 1, 2006 - December 31, 2006	[ * ] per ton	[ * ] per ton
January 1, 2007 - December 31, 2007	[ * ] per ton	[ * ] per ton
January 1, 2008 - December 31, 2008	[ * ] per ton	[ * ] per ton
January 1, 2009 - December 31, 2009	[ * ] per ton	[ * ] per ton
January 1, 2010 - December 31, 2010	[ * ] per ton	[ * ] per ton
January 1, 2011 - December 31, 2011	*[ ] per ton**	*[ ] per ton**


*		Market shall mean a mutually agreed upon price established using local market indicators (including, but not limited to offers from 3rd party coal companies, brokers, relevant indexes, etc.)


	7)		That Article V paragraph three (3) shall be deleted and restated as such: “Any Monthly Quantity Option tons or Half-Year Quantity Option tons, for Specification A and/or Specification B, elected as provided for under Article II, Section 2.1, shall be discounted by [ * ] per ton from the Contract Price in effect for the applicable specification(s) during calendar years 2006 through 2008 and [ * ] per ton from the Contract Price in effect for the applicable specification(s) during the calendar years 2009 and 2010, should the term be extended.


	8)		That in Schedule 7.2 Section (b)(i) and (c)(i) the definition of E shall be deleted and restated as such: “E = the SO2 Monthly Price (or if not published, the average of the SO2 Daily Prices for the applicable calendar month of delivery) of allowances expressed in dollars per ton of SO2 in the table entitled “AIR Daily Emission Allowance Indices” published in AIR Daily, or its successor publication, for such calendar month of delivery as first published following such month multiplied by [ * ].”

Oxford Mining Company, Inc.
Amendment 2005-1
Page 4

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

This Amendment is contingent upon Buyer and Seller entering into and complying with Amendment No. 2005-1 to Coal Supply Agreement No. 10-61-0l-900 dated as of September 7, 2001, between Buyer and Seller concurrently with entering into this Amendment.

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,

/s/ James D. Henry

James D. Henry
AMERICAN ELECTRIC POWER
SERVICE CORPORATION, as Agent for
Columbus Southern Power Company

Accepted: April 21, 2005


Oxford Mining Company, Inc.

By:		/s/ Charles C. Ungurean


Title:		President