Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2009, The North American Coal Corporation ("NACoal"), a Delaware
corporation and wholly-owned subsidiary of NACCO Industries, Inc., Oxbow
Property Company L.L.C., a Louisiana limited liability company and a
wholly-owned subsidiary of NACoal ("OPC"), and Red River Mining Company
("RRMC"), a joint venture between NACoal and OPC that is organized under the
laws of the State of Texas (together with NACoal and OPC, "Sellers"), entered
into a Purchase and Sale Agreement (the "Purchase Agreement") with Cleco Power
LLC, a Louisiana limited liability company ("CLECO"), Southwestern Electric
Power Company, a Delaware corporation ("SWEPCO"), and Dolet Hills Lignite
Company, LLC, a Delaware limited liability company and a wholly-owned subsidiary
of SWEPCO (together with CLECO and SWEPCO, "Purchasers"). Pursuant to the terms
of the Purchase Agreement, Sellers will sell to Purchasers the assets
constituting the surface lignite coal mine primarily situated in Red River
Parish, Louisiana which is operated by RRMC and known as the Oxbow Mine (the
"Mine").
Purchasers have agreed to pay an aggregate purchase price of approximately
$42 million in cash for the assets constituting the Mine, which amount is
subject to adjustment based upon, among other things, the results of a survey of
the Mine's coal stockpile to be performed immediately prior to the closing. In
addition, Purchasers have agreed to assume and be responsible for certain
liabilities and obligations relating to the Mine and its operation.
The completion of the sale of the Mine is subject to customary closing
conditions, including, among others, receipt by Purchasers of regulatory
approvals. Upon closing, the Lignite Supply and Transportation Agreement,
pursuant to which RRMC has supplied coal to the Dolet Hills Power Station, will
be terminated.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
10.1 Purchase and Sale Agreement, dated April 29, 2009, by and among The
North American Coal Corporation, Oxbow Property Company L.L.C., Red
River Mining Company, Cleco Power LLC, Southwestern Electric Power
Company, and Dolet Hills Lignite Company, LLC
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