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NC > SEC Filings for NC > Form 8-K on 30-Apr-2009All Recent SEC Filings

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Form 8-K for NACCO INDUSTRIES INC


30-Apr-2009

Entry into a Material Definitive Agreement


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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