Item 1.01. Entry into a Material Definitive Agreement.
On October 10, 2012, Otter Tail Power Company, a Minnesota corporation and
wholly owned subsidiary of Otter Tail Corporation, Montana-Dakota Utilities Co.,
a division of MDU Resources Group, Inc., a Delaware corporation, Northern
Municipal Power Agency, a Minnesota political subdivision and municipal
corporation, and NorthWestern Corporation, a Delaware corporation doing business
as NorthWestern Energy (together the "Coyote Station Co-Owners"), co-owners in
the Coyote Station baseload generation plant, entered into a Lignite Sales
Agreement ("Agreement") with Coyote Creek Mining Company, L.L.C. ("CCMC"), a
Nevada limited liability company and subsidiary of The North American Coal
Corporation ("NACoal"), a Delaware corporation. Under the Agreement, CCMC will
deliver to the Coyote Station Co-Owners, and the Coyote Station Co-Owners agree
to purchase and accept exclusively from CCMC, the annual fuel requirements of
the Coyote Station plant (expected to be approximately 2.5 million tons), all
under terms and conditions set forth in the Agreement, for a period expected to
begin on or about May 5, 2016 and terminating on December 31, 2040. The price
per ton to be paid by the Coyote Station Co-Owners under the Agreement will
reflect the cost of production, along with an agreed profit and capital charge.
In addition, the Agreement provides for the Coyote Station Co-Owners to purchase
the membership interests in CCMC in the event of certain early termination
events and also at the end of the term of the Agreement. NACoal provides an
unconditional payment and performance guaranty of CCMC's obligations in
connection with the Agreement.