exv10w23






Exhibit 10.23




Tennessee Valley Authority

Coal Supply & Origination

1101 Market Street, MR 2A

Chattanooga, Tennessee 37402-2801




CONTRACT SUPPLEMENT



	 	 	 	 	 	 	 	 	 

	TO:

	 	Armstrong Coal Company, Inc.
	 	Supplement No.
	 	16	 
	 

	 	7701 Forsyth Boulevard - 10th Floor
	 	Date
	 	February 21, 2012

	 

	 	St. Louis, Missouri 63105
	 	Group-Contract No.
	 	612-40668	 
	 

	 	 	 	Plant
	 	Various






Attention: Mr. Martin Wilson



TVA and
Armstrong Coal Company, Inc., “(Armstrong) agree to amend Contract No. 635-40685 and
Contract No. 612-40668 as set forth below.





	1.	 	Contract No. 635-40685. Supplement No. 5 dated December 28, 2011, to this
Contract is hereby rescinded. For the sake of clarity, rescinding Supplement No. 5
increases TVA’s Base Tonnage for 2012 from 900,000 tons to 1,000,000 tons.
	 
	2.	 	Contract No. 612-40668. TVA’s Base Contract Tonnage for 2012, as specified in
Supplement No. 15, dated December 28, 2011, and is hereby reduced from 1,700,000
tons to 1,000,000 tons.
	 
	3.	 	Contract No. 612-40668 and Contract No. 635-40685. TVA and Armstrong hereby
agree that all tonnage required to be delivered under Contract Nos.
612-40668 and
635-40685 through December 31, 2011, is complete and that no tonnage shortfalls
exist with respect to either party.
	 
	4.	 	Contract No. 612-40668. TVA and Armstrong hereby agree that for Calendar Year 2012
only the moisture specification set forth in the agreement shall remain at a 12% reject
level; provided, however, the Parties shall cooperate in good faith on excursions that
may occur on a periodic basis as follows: if (i) Armstrong delivers four consecutive trains
to TVA that exceed the 12% moisture reject specification set forth in the Contract, the
fourth train may be rejected; (ii) if Armstrong delivers two consecutive trains to TVA that
exceed 12.5% moisture, the second train may be rejected; and/or (iii) any shipments on
the Contract exceeding 12.6% moisture may be rejected. In the event that any of the
aforementioned items are triggered, and prior to the submission of any rejection
notification by TVA to Armstrong, the Parties shall discuss in good faith an alternative
resolution to avoid any potential rejection.




Paragraphs
1, 2, 3, and 4 of this Supplement to Contract No. 612-40668 and
Contract No. 635-40685
constitute the entire agreement between the parties and supersede any prior communications,
understandings, or agreements with respect to the subject matter hereof (collectively “Prior
Negotiations”). For the sake of clarity, any Prior Negotiations regarding test Burns, scheduling or
rescheduling of reopeners, initiation of new contracts, and tonnage commitments for Calendar Year
2013 are not part of this Supplement and have not been agreed to by the parties.





TVA RESTRICTED INFORMATION








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All other
terms and conditions of Contract No. 612-40668 and 635-40685 remain unchanged.



Please complete the acceptance on both copies and return one copy to this office. You should retain
the other original copy for your files.



In the event Contractor fails to execute this Supplement in the acceptance space provided below or
fails to return such executed Supplement to TVA, shipment of coal to TVA following the date of
Contractor’s receipt of this Supplement shall be deemed to constitute acceptance by Contractor of
all the terms and conditions of this Supplement, unless within five (5) business days of the date
of receipt of this Supplement, Contractor notifies TVA, both orally and in writing that this
Supplement is not accepted.



Except as otherwise provided in the immediately preceding sentence, the acceptance date of this
Supplement shall be the date on which both parties have signed a copy hereof.




	 	 	 	 	 	 	 	 

	Accepted
	 	Armstrong Coal Co.	 	Tennessee Valley Authority	 	 
	 

	 	 

          (Company)
	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	By
	 	/s/ Martin D. Wilson	 	By /s/ Connie S. Gazaway	 	 
	 

	 	 

	 	 	 


	 	 
	 

	 	 

	 	 

Connie S. Gazaway
	 	 
	 

	 	 	 	Asset Management Specialist	 	 
	 
	 	 	 	 	 	 	 
	Title
	 	President	 	March 9, 2012	 	 
	

	 	 

	 	 

Date 
	 	 
	 
	 	 	 	 	 	 	 
	Date
	 	 	 	/s/ R. W. Poponyak	 	 
	 

	 	 

	 	 

R. W. Poponyak
	 	 
	 

	 	 	 	Manager, Coal Acquisition	 	 







TVA RESTRICTED INFORMATION





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