exv10w28








Exhibit 10.28




Tennessee Valley Authority

Coal Supply & Origination

1101 Market Street, MR 2A

Chattanooga, Tennessee 37402-2801




CONTRACT SUPPLEMENT



	 	 	 	 	 	 	 	 	 

	TO:

	 	Armstrong Coal Company, Inc.
	 	Supplement No.
	 	4	 
	 

	 	7701 Forsyth Boulevard - 10th Floor
	 	Date
	 	July 8, 2011

	 

	 	St. Louis, Missouri 63105
	 	Group-Contract No.
	 	635-40685	 
	 

	 	 	 	Plant
	 	Paradise






Attention: Mr. Martin Wilson



As a result of reopener negotiations, TVA and Armstrong Coal Company, Inc., (“Armstrong”) hereby
agree to the following modifications to Group-Contract No. 635-40685 (the Contract).





	 	1.	 	Section 2.1.1 of the Contract is hereby amended with respect to the Base Tonnage
quantities of coal to be sold and purchased during Contract Year #4 (2012) and Contract
Year #5 (2013) by adding the following new paragraph as the last paragraph in Section
2.1.1:
	 
	 	 	 	“Notwithstanding the foregoing or any other provision of this Contract to the contrary, TVA
may, in its sole discretion, (1) elect to reduce or increase the Contract Year #4 (2012)
Base Tonnage by up to ten percent (10%), and/or (2) elect to reduce or increase the
Contract Year #5 (2013) Base Tonnage by up to ten percent (10%). If TVA elects to exercise
this right regarding the Base Tonnage, it may specify Base Tonnage that is no lower than
900,000 tons and no greater than 1,100,000 tons for Contract Year #4 (2012) and/or Contract
Year #5 (2013). TVA must provide written notice (letter or e-mail) of its election to
Contractor no later than June 1, 2012, with respect to the Base Tonnage for Contract Year
2012 and no later than June 1, 2013, with respect to the Base Tonnage for Contract Year
2013. Following timely receipt of notice of TVA’s election, the remaining undelivered Base
Tonnage shall be delivered ratably during the remainder of the relevant Contract Year or as
TVA and Contractor may otherwise agree in writing. Any reductions in the Base Tonnage made,
at TVA’s election pursuant to this paragraph, shall not be made up or rescheduled.
	 
	 	2.	 	Section 6.0 of the Contract is hereby amended with respect to the price specified for
Contract Year #4 (2012) and Contract Year #5 (2013) by deleting the prices specified for
those Contract Years in Section 6.0 and replacing the deleted Contract Year #4 and
Contract Year #5 prices with the following new prices:





	 	 	 	 	 	 	 

	Contract Year #4

	 	 	2012	 	 	$54.25* f.o.b. PAF
	 
	 	 	 	 	 	 
	Contract Year #5

	 	 	2013	 	 	$55.88* f.o.b. PAF







TVA RESTRICTED INFORMATION








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	*	 	Note: The stated Base Price for Contract Year #4 and Contract Year #5 on Page 1 is
not subject to any further automatic price escalation. The immediately preceding sentence
is not meant to and does not prevent price adjustments that may be made pursuant to
Contract Section 8.0, Adjustment for Quality, and/or Section 10.2. Contract Cost
Reimbursements (Law Change Assessments Costs).






	 	3.	 	All other conditions of the Contract remain unchanged and in full force and effect.





	 	 	 	 	 	 	 	 

	Accepted

	 	Armstrong Coal Co.	 	Tennessee Valley Authority	 	 
	 

	 	 

          (Company)
	 	 	 

	 	 
	 
	 	 	 	 	 	 	 
	By

	 	/s/ Martin D. Wilson	 	By 	/s/ Connie S. Gazaway	 	 
	 

	 	 

	 	 	 

	 	 
	 

	 	 

	 	 

Connie S. Gazaway
	 	 
	 

	 	 	 	Asset Management Specialist (Senior)	 	 
	 
	 	 	 	 	 	 	 
	Title
	 	President	 	/s/ 	 	 
	 

	 	 

	 	 

Manager, Coal Acquisition
	 	 
	 
	 	 	 	 	 	 	 
	Date
	 	7/13/11	 	 	 	 	 
	

	 	 

	 	 	 	 	 







TVA RESTRICTED INFORMATION





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