exv10w32





Exhibit
10.32

ARMSTRONG COAL COMPANY, INC.

LG&E/KU Contract No. J07032

Amendment No. 2




AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT



     THIS AMENDMENT NO. 2 TO
COAL SUPPLY AGREEMENT (“Amendment No. 2”) is entered into effective as
of December 22, 2009, by and between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”)
and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, 220 West Main Street,
Louisville, Kentucky 40202 (individually the “Buyer”, as applicable) and ARMSTRONG COAL COMPANY,
INC., a Delaware Corporation, 407 Brown Road, Madisonville, Kentucky 42431 (“Seller”). In
consideration of the agreements herein contained, the parties hereto agree as follows:





	I.	 	AMENDMENTS
	 
	 	 	The Coal Supply Agreement heretofore entered into by the parties, effective as of January 1,
2008 and identified by the Contract Number set forth above, as amended by that certain Amendment
No. 1 to Coal Supply Agreement, dated effective July 1, 2008 (“Amendment No. 1”), is
hereby amended as follows (the January 1, 2008 Coal Supply Agreement as amended Amendment No. 1 and
by this Amendment No. 2, is hereafter referred to as the
“Agreement”):
	 
	A.	 	TERM






	 	A.1 	 	Section 2 Term is deleted in its entirety and replaced with the
following:
	 
	 	 	 	SECTION 2. TERM. The term of this Agreement shall commence on January 1, 2008
and shall continue through December 31, 2016, unless terminated earlier pursuant to any of the
terms set forth herein.





B. QUANTITY





	 	B.1	 	 Section 3.1 Base Quantity. The annual Base Quantity (i.e. all of
Section 3.1 except the last two paragraphs) is revised to read as follows, all other terms and
conditions set forth in the last two paragraphs of Section 3.1 (dealing with Make-up Tons) shall
remain as stated in the Agreement:
	 
	 	 	 	Section 3.1 Base Quantity. Subject to the terms and conditions set forth in this Agreement,
Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or
cause to be received, the following annual base quantity of coal (“Base Quantity”):






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ARMSTRONG COAL COMPANY, INC.

LG&E/KU Contract No. J07032

Amendment No. 2





	 	 	 	 	 
	YEAR	 	BASE QUANTITY (TONS)	 
	2008
	 	 	600,000	 
	2009
	 	 	2,200,000	 
	2010
	 	 	1,800,000	 
	2011
	 	 	2,100,000	 
	2012
	 	 	2,100,000	 
	2013
	 	 	2,100,000	 
	2014
	 	 	2,100,000	 
	2015
	 	 	2,100,000	 
	2016
	 	 	900,000	 






     Buyer shall have the right to nominate up to 75% of the Base Quantity for year 2010 and for each
year thereafter to be delivered by rail. Buyer shall make such nomination for each year to Seller
in writing by September 1 of the preceding year.



     For year 2010, all coal will be Quality 1 (as described in Section 6.1 of this Agreement).



     For years 2011-2016, Buyer will have the option to nominate up to 25% of the coal as Quality 2
(as described in Section 6.1 of this Agreement).




	C.	 	PRICE






	 	C.1 	 	Section 8.1(a) Base Price is modified and shall read as follows:
	 
	 	 	 	The base price (“Base Price”) of the coal to be sold hereunder will be firm and will be based on
Dollars/Ton and will be determined by the calendar year in which the coal is delivered to Buyer as
provided in Section 5 hereto and in accordance with the following schedule:





	 	 	 	 	 	 	 	 	 
	YEAR	 	QUALITY 1	 	 	QUALITY 2	 
	2008
	 	$	27.31	 	 	$	28.30	 
	2009
	 	$	27.60	 	 	$	28.76	 
	2010
	 	$	28.18	 	 	 	N/A	 
	2011
	 	$	28.19	 	 	$	29.61	 
	2012
	 	$	28.35	 	 	$	29.77	 
	2013
	 	$	28.35	 	 	$	29.77	 
	2014
	 	$	28.50	 	 	$	29.92	 
	2015
	 	$	28.50	 	 	$	29.92	 
	2016
	 	$	30.25	 	 	$	31.67	 







	Notwithstanding the foregoing, the base price for any Make-up Tons (as such term is defined
in Section 3.1 hereof) shall be the Base Price for the applicable quality in the calendar year in
which such Make-up Tons should have been delivered and not the




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ARMSTRONG COAL COMPANY, INC.

LG&E/KU Contract No. J07032

Amendment No.2





	 	 	 	Base Price for the applicable quality in the Make-up Year (as such term is defined in Section 3.1
hereof).






	 	C.2 	 	Section 8.1 (b) Reopener is deleted in its entirety and is no longer applicable.






	D.	 	LIMITATION ON ENVIRONMENTAL FORCE MAJEURE






	 	 	 	D.l. Section 10.3 Limitation on Environmental Force Majeure is hereby added as a
new section, and shall read as follows:
	 
	 	 	 	§10.3 Limitation on Environmental Force Majeure. Notwithstanding anything to the contrary
set forth in §10.2 above, a delay or other failure in the issuing of one or more permits (that are
necessary on the date hereof pursuant to an existing environmental law, regulation, policy and/or
restriction to commence operations with respect to any Coal Property) shall not be the basis, in
whole or in part, of any claim by Seller under §10.2, whether such delay or failure relates to the
reinterpretation of existing environmental laws, regulations, policies and/or restrictions, to a
change in the interpretation, or to the enforcement thereof; provided however, this
§10.3 shall not apply with respect to delays or other failures in the issuing of one or
more necessary permits to the extent such permits are new permits required pursuant to an
environmental law, regulation, restriction or policy adopted after September 1, 2009 with respect
to the Coal Property or other Armstrong facilities then being utilized to provide coal hereunder.
In the event of the occurrence of a Section 10.2 Settlement Payment Termination Date
(as such term is defined in Section 1.1 of that certain Settlement Agreement and Release entered
into by the parties hereto as of even date herewith) and subsequently one or more of the permits
necessary for operation of the Equality Boot mine (or other source as contemplated in Section 1.1
of the Settlement and Release) is stayed, revoked or otherwise rendered ineffective by a
governmental entity having jurisdiction, nothing in this Section 10.3 shall act as a limitation on
any claim that Seller may have under Section 10.2 with respect to such stayed, revoked or
ineffective permits from and after the time of such stay, revocation or rendering ineffective.






	II.	 	STATUS OF AGREEMENT
	 
	 	 	As amended hereby, the Agreement is hereby ratified and confirmed and shall continue in full force
and effect.




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ARMSTRONG COAL COMPANY, INC.

LG&E/KU Contract No. J07032

Amendment No. 2




     IN WITNESS WHEREOF, 
the parties hereto have executed this Amendment No. 2 on the day and year below
written, but effective as of the day and year first set forth above.



	 	 	 	 	 

	LOUISVILLE GAS AND ELECTRIC COMPANY	 	ARMSTRONG COAL COMPANY, INC.
	 
	 	 	 	 
	By:

	/s/ David S. Sinclair
	 	By:
	/s/ Martin Wilson
	 

	 
	 	 	 
	Name:

	David S. Sinclair
	 	Name:
	Martin Wilson
	Title:

	VP Energy Marketing
	 	Title:
	President
	Date:

	December 18, 2009
	 	Date:
	December 22, 2009
	 
	 	 	 	 
	KENTUCKY UTILITIES COMPANY	 	 
	 
	BY:

	/s/ David S. Sinclair	 	 	 
	 

	 	 	 	 
	Name:

	David S. Sinclair	 	 	 
	Title:

	VP Energy Marketing	 	 	 
	Date:

	December 18, 2009	 	 	 







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