NACCO INDUSTRIES INC (Form: 10-Q/A, Received: 11/05/2012 17:09:29)

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________________________________________________________________________________________________________________________________________________________

Amendment No. 1 TO

FORM 10-Q



(Mark One)
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2012



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

Commission file number 1-9172



	NACCO INDUSTRIES, INC.
	(Exact name of registrant as specified in its charter)

DELAWARE		34-1505819
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5875 LANDERBROOK DRIVE, CLEVELAND, OHIO		44124-4069
(Address of principal executive offices)		(Zip code)

	(440) 449-9600
	(Registrant's telephone number, including area code)

	N/A
	(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO þ

Number of shares of Class A Common Stock outstanding at October 26, 2012: 6,811,999

Number of shares of Class B Common Stock outstanding at October 26, 2012: 1,582,311

EXPLANATORY NOTE

The Company is filing this Amendment No. 1 (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 (the “Initial Report”) to include Exhibit 10.29, which was omitted from the Initial Report. This Amendment No. 1 also includes an updated exhibit list and currently dated certifications required by the Sarbanes-Oxley Act of 2002 filed as Exhibits 31(i)(1), 31(i)(2) and 32 hereto. This Amendment No. 1 does not change the Company's previously reported consolidated financial statements or make any other changes to the Initial Report and should be read in conjunction with the Initial Report. The Company has not updated the disclosures contained in the Initial Report to reflect any events that have occurred after the filing date of the Initial Report.

Item 6 - Exhibits

Incorporated by reference to the Exhibit Index following the signature page to this Amendment No. 1 which is incorporated herein by reference.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		NACCO Industries, Inc. (Registrant)
Date:	November 5, 2012	/s/ J.C. Butler, Jr.
		J.C. Butler, Jr.
		Senior Vice President, Finance, Treasurer and Chief Administrative Officer (Principal Financial Officer)

Exhibit Index



Exhibit
Number*		Description of Exhibits

10.1		Share and Membership Interest Purchase Agreement by and among TRU Energy Services, LLC, as Buyer, the sellers party thereto, and the trustees and beneficiaries party thereto dated as of August 31, 2012 is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on September 5, 2012, Commission File Number 1-9172.
10.2		NACCO Industries, Inc. Executive Excess Retirement Plan (Effective as of September 28, 2012) is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
10.3		Amendment No. 1 to The North American Coal Corporation Excess Retirement Plan (Effective January 1, 2008) is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
10.4		The NACCO Industries, Inc. Annual Incentive Compensation Plan (Effective as of September 28, 2012), sponsored by NACCO Industries, Inc. is incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
10.5		Amendment No. 1 to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2012) is incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
10.6		Form Award Agreement for the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (Amended and Restated Effective March 1, 2012) is incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
10.7		Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.**
10.8		Transition Services Agreement, dated as of September 28, 2012, by and among NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.**
10.9		Tax Allocation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.**
10.10		Amended and Restated Stockholders' Agreement, dated as of September 28, 2012, among the signatories thereto, NACCO Industries, Inc., as depository, and NACCO Industries, Inc. is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed by the Company on October 4, 2012, Commission File Number 1-9172.
10.11		Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of January 1, 1990.** ⁺
10.12		First Amendment to Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of June 1, 1994.** ⁺
10.13		Second Amendment to Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of January 1, 1997.** ⁺
10.14		Option and Put Agreement by and among The North American Coal Corporation, Dakota Coal Company and the State of North Dakota, dated as of January 1, 1990.**
10.15		First Amendment to the Option and Put Agreement by and among The North American Coal Corporation, Dakota Coal Company and the State of North Dakota, dated as of June 1, 1994.**
10.16		Lignite Sales Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of April 1, 1998.** ⁺
10.17		Pay Scale Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of September 29, 2005.**
10.18		Second Restatement of Coal Sales Agreement by and between The Falkirk Mining Company and Great River Energy, dated January 1, 2007.** ⁺
10.19		Amendment No. 1 to Second Restatement of Coal Sales Agreement, by and between The Falkirk Mining Company and Great River Energy, dated as of January 21, 2011.**
10.20		Restatement of Option Agreement by and among The Falkirk Mining Company, Cooperative Power Association, United Power Association, and the State of North Dakota, dated as of January 1, 1997.**
10.21		Third Restatement of Lignite Mining Agreement by and between The Sabine Mining Company and Southwestern Electric Power Company, dated January 1, 2008.** ⁺
10.22		Option Agreement by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of January 15, 1981.**
10.23		Addendum to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of January 15, 1981.**
10.24		Amendment to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of December 2, 1996.**



10.25		Second Amendment to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Regions Bank, dated as of January 1, 2008.**
10.26		Agreement by and among The North American Coal Corporation, Southwestern Electric Power Company, Texas Commerce Bank-Longview, Nortex Mining Company and the Sabine Mining Company, dated as of June 30, 1988.**
10.27		Credit Agreement, dated as of April 29, 2010, among The Kitchen Collection, Inc., the borrowers and guarantors thereto, Wells Fargo Retail Finance, LLC and the other lenders thereto.**
10.28		First Amendment to Credit Agreement, dated as of August 7, 2012, among The Kitchen Collection, LLC, as successor to The Kitchen Collection, Inc., the borrowers and guarantors thereto, Wells Fargo Bank, National Association, as successor to Wells Fargo Retail Finance, LLC, and the other lenders thereto.**
10.29		Consent and Agreement by and among Mississippi Lignite Mining Company, Choctaw Generation Limited Partnership, SE Choctaw L.L.C. and Citibank, N.A., dated December 20, 2002.
31(i)(1)		Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
31(i)(2)		Certification of J.C. Butler, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
32		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and J.C. Butler, Jr.
95		Mine Safety Disclosure Exhibit**
101.INS		XBRL Instance Document***
101.SCH		XBRL Taxonomy Extension Schema Document***
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document***
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document***
101.LAB		XBRL Taxonomy Extension Label Linkbase Document***
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document***

* Numbered in accordance with Item 601 of Regulation S-K.

** Previously filed.

*** Previously furnished.

⁺ Confidential treatment requested for portions of this document. Portions for which confidential treatment is requested have been marked with three asterisks [***] and a footnote indicating "Confidential treatment requested". Material omitted has been filed separately with the Securities and Exchange Commission.

Exhibit 10.29

Execution Version

CONSENT AND AGREEMENT

Dated as of December 20, 2002

made by and among

MISSISSIPPI LIGNITE MINING COMPANY,

CHOCTAW GENERATION LIMITED PARTNERSHIP,

SE CHOCTAW, L.L.C.,

as Owner Lessor

and

CITIBANK, N . A. ,

as Lease Indenture Trustee

Th is CONSENT AND AGREEMENT (this "Consent and Agreement") dated as of December 20, 2002 is entered into by and among MISSISSIPPI LIGNITE MINING COMPANY , a Texas joint venture between The North American Coal Corporation and its wholly owned subsidiary, Red Hills Property Company L.L.C . (the " Cont r acting Party " ), CHOCTAW GENERATION LIMITED PARTNERSHIP , a limited partnership duly organized and validly existing under the laws of the State of De l aware (the "Project Company") , SE CHOCTAW , L.L.C., a lim i ted liability company duly organized and validly existing under the laws of the State of Delaware, (the " Owner Lessor" ) , and CITIBANK , N . A., in its capacity as Lease Indenture Trustee un der the Lease Indenture referred to below (together with its successors in such capacity, the " Lease Indenture Trustee ").

WHEREAS the Contracting Party and the Project Company are parties to a Lignite S a les Agreement dated as of April 1, 1998, as amended by the Letter Agreements dated February 1, 2001 , September 21, 2001, December 10, 2001, April 29 , 2002, July 19, 2002 and July 30, 2002 , all between Contracting Party and the Project Company, and by Paragraph 2 of the Settlement Agreement and Release made and entered into as of October 17, 2002 between Contracting Party and the Project Company, and as it may be further amended from time to time (the " Lignite Sales Agreement" );

WHEREAS in accordance w i th the terms of the Lignite Sales Agreement, the Contracting Party entered into a Subordinated Deed of Trust , Security Agreement and F i nancing Statement in favor of Jim B . Tohill , as Trustee for the benefit of the Project Company , dated as of September 17 , 1998 and recorded September 24 , 1998 i n Mortgages Book 135, Pages 129-162 as it may be amended from time to time (the " Subordinated Deed of Trust ”) ;

WHEREAS the Contracting Party , the Project Company and the Tennessee Valley Authority ("TV A" ) are parties to a Three-Way Arbitration Agreement dated as of April 1 , 1998 (the " Three-Way Arbitration Agreement" and together with th e Lignite Sales Agreement and Subordinated Deed of Trust , as each may heretofore or hereafter be amended, supplemented or modified and in effect from time to t i me, the " Assigned Agreements" ) ;

WHEREAS the Project Company intends to enter into a leveraged lease transaction pursuant to which, among other things : (i) the Owner Lessor will pur c hase from the Project Company, and the Project Company will sell and assign to the Owner Lessor, all of the Project Company 's right , title and interests in the Project (as defined i n Appendix A attached hereto), and (ii) the Owner Lessor will enter into a lease with the Project Company pursuant to which the Owner Lessor will lease the Project to the Project Company (the "Lease");

WHEREAS the Owner Lessor intends to fund a portion of the purchase price for the Project w i th non-recourse indebtedness that will be advanced to the Owner Lessor by certain pass through trusts as contemplated in the Participat i on Agreement (the " Participation Agreement " ) t o be entered into by and among the Project Company , the Owner Lessor , SE CHOCTAW II , L.L.C . , a lim i ted liability company duly organized and validly existing under the laws of the State of Delaware (the " Owner Participant "), and CITIBANK , N.A. in its capacity as the Pass Through Trustees and the Lease Indenture Trustee;

WHEREAS pursuant to the Security Agreement to be entered into between the Project Company and the Owner Lessor (the " S ecurity Agreement" ) in connection with the leveraged lease transaction, the Project Company intends to assign , grant and pledge to the Owner Lessor a security interest in all right , t i tle and interest of the Project Company i n , to and under , among other things , the Ligni t e Sales Agreement and the Three - Way Arbitration Agreement as collateral security for the prompt and complete payment and performance of the obligations of the Project Company under the Operative Documents;

WHEREAS pursuant to the Assignment of Subordinated Deed of Trust to be entered into between the Project Company and the Owner Lessor and recorded in the public records of the State of M i ssissippi (the " Assignment of Subordinated Deed of Trust ") i n connection with the leveraged lease transaction , the Project Company will assign to the Owner Lessor as collateral security all the estate, right , title and interest of the Project Company in, to and under the Subordinated Deed of Trust, and all amendments, supplements, substitutions and renewals thereto; and

WHEREAS pursuant to the Indenture of Trust and Security Agreement, dated as of October 31, 2002 , between the Owner Lessor and the Lease Indenture Trustee (the " Lease Indenture ") , the Owner Lessor will (i) issue notes to the Pass Through Trustees as evidence of the Owner Lessor's obligations under the Lease Indenture (the " Lessor Notes ") and (ii) as collateral security for the prompt and complete payment and performance when due of the Owner Lessor 's obligations under the Lessor Notes, pledge, assign, and grant to the Lease Indenture Trustee, pursuant to the Lease Indenture for the benefit of the Pass Through Trustees , a first lien and continuing first priority security interest in , among other things, all of the Owner Lessor's right, title and interest in the Assigned Agreements .

NOW, THEREFORE , for and in considerat i on of the mutual rights and obligations undertaken in this Consent and Agreement , the parties hereto agree as follows :

1. Definitions . Unless otherwise specified herein , capitalized terms used i n this Agreement shall have the meanings assigned to such terms in Appendix A hereto . Unless otherwise stated , references herein to any Person shall include its permitted successors and assigns and , in the case of any Governmental Authority, any Person succeeding to its funct i ons and capacities .

2. Representations and Warrant ies . The Contracting Party hereby represents and warrants that:

(a)

The Contracting Party is a joint venture between The North American Coal Corporation and its wholly owned subsidiary Red Hills Property Company L.L.C . and is duly organized , validly existing and in good standing under the laws of the State of Texas . The Contracting Party is duly qualified to do business and is in good standing in all jurisdictions where necessary in l ight of the business it conducts and the property it owns and intends to conduct and own and in light of the transactions contemplated by the Assigned Agreements . No filing , recording, pub li shing or other act that has not been made or done is necessary or desirable in connection with the existence or good standing of the Contracting Party or the conduct of its business .

(b)

The Contracting Party has the full power , authority and legal right to execute, deliver and perform its obligations hereunder and under the Assigned Agreements. The execution, delivery and performance by the Contracting Party of this Consent and Agreement and the Assigned Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary member, corporate and shareholder action . This Consent and Agreement and the Assigned Agreements have been duly executed and del i vered by the Contracting Party and constitute the legal , valid and binding obligations of the Contracting Party enforceable against the Contracting Party in accordance with their respective terms , except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditor's rights generally and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).


(c)	The execution , delivery and performance by the Contracting Party of this Consent and Agreement and the Assigned Agreements do not and will not (i) requ i re any consent or approval of the board of directors or governing body of the Contracting Party or any

shareholder, partner or member of the Contracting Party or of any other Person which has not been obtained and each such consent or approval that has been obtained is in full force and effect, (ii) violate any provision of any law, rule, regulation , order, writ , judgment, decree, determination or award having applicability to the Contracting Party or any provision of the joint venture agreement of the Contracting Party , (iii) conflict with, result in a breach of or constitute a default under any provision of the joint venture agreement or any resolution of the management committee of the Contracting Party or any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Contracting Party is a party o r by which the Contracting Party or its properties and assets are bound or affected or (iv) result i n , or require the creation or imposition of, any Lien upon or with respect to any of the assets or properties of the Contracting Party now owned or hereafter acquired. The Contracting Party is not in violation of any such law , rule or regulation, order , writ , judgment , decree, determination or award referred to in clause (ii) above or its joint venture agreement or in breach of or default under any provision of its joint venture agreement or any material agreement, lease or instrument referred to in clause (iii) above.

(d)

All Governmental Approvals required fo r the execution , del i very or performance of this Consent and Agreement and the Assigned Agreements by the Contracting Party have been validly issued and duly obtained, taken or made, are not subject to any condition other than as set forth in such Governmental Approvals , and the compliance with such conditions as are set forth in such Governmental Approvals would not be inconsistent w i th the performance obligations of the Contracting Party under the Assigned Agreements , do not impose restrictions or requirements inconsistent with the terms hereof or of the Assigned Agreements, are in full force and effect and are not subject to appeal ; provided, however , that the Contracting Party recognizes that some permits and approvals that are part of the Governmental Approvals are limited in scope of area or time and will require renewal or extension over the course of the term of the Assigned Agreements and which renewals or extensions the Contracting Party believes will be obtained in the ordinary course of business.


(e)	This Consent and Agreement and (assuming the due authorization , execution and delivery by, and binding effect on, the Project Company, the Owner Lessor and the Lease Indenture Trustee) the Assigned Agreements are in full force and effect.

(f)

There is no action , suit or proceeding at law or i n equity by or before any Governmental Authority , arbitral tribunal or other body now pending or to the best knowledge of the Contracting Party , threatened against or affecting the Contracting Party or any of its properties, rights, assets or condition (financial or otherwise) which (i) if adversely determined, individually or in the aggregate , could reasonably be expected to have a Material Adverse Effect or (ii) question the validity, legality, binding effect or enforceab i lity hereof or of the Assigned Agreements or any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby , other than, in the case of clauses (i) and (ii) above, those actions, suits or proceedings at law or in equity listed on Schedule A hereto.

(g)

The Contracting Party is not in default under any material covenant or obligation under the Assigned Agreements, and no such default has occurred prior to the date hereof . To the knowledge of the Contracting Party and except as described on Schedule B hereto , the Project Company is not in default under any material covenant or obligation of the Assigned Agreements and, after giving effect to the assignment of the Assigned Agreements, and after giving effect to the acknowledgment of and consent to such assignments by the Contracting Party, there exists no event or condition which would constitute a default, or which would, with the giving of notice or lapse of time or both,

constitute a default under the Assigned Agreements . The Contracting Party has no knowledge of any conditions precedent to the effectiveness of the Assigned Agreements that have not been satisfied , and will not make any claims that any such conditions precedents have not been satisfied or waived; provided however , that the Contracting Party is not hereby waiving any defaults under the Assigned Agreements. The Assigned Agreements have not been amended, modified or supplemented in any manner other than as described in the Recitals hereto.


(h)	This Consent and Agreement and the Assigned Agreements constitute and include all agreements ente r ed into between the Contract i ng Party and the Project Company relating to , and required for the consummation of, the transactions contemplated by this Consent and Agreement and the Assigned Agreements.

3. Consent and Agreement . The Contracting Party hereby consents to the assignment of the Assigned Agreements, and acknowledges and agrees that:

(a)

The Contracting Party hereby consents to (i) the assignment by the Project Company pursuant to the Security Agreement of all its r ight , tit l e and interest in, to and under the Lignite Sales Agreement and Three-Way Arbitration Agreement to the Owner Lessor as collateral security for the Project Company's obligations under the Operative Documents, (ii) the assignment by the Project Company pursuant to the Assignment of Subordinated Deed of Trust of all the estate, right, title and interest of the Project Company i n, to and under the Subordinated Deed of Trust, and all amendments , supplements , subst i tutions and renewals thereto, to the Owner Lessor as collateral security for the Project Company ' s obligations under the Operative Documents, and (iii) the assignment by the Owner Lessor pursuant to the Lease Indenture of all its right, title and interest in, to and under the Security Agreement and the Assignment of Subordinated Deed of Trust (and, consequently, the Assigned Agreements) to the Lease Indenture Trustee as collateral security for the Owner Lessor's obl i gations under the Operative Documents.

(b)

The Owner Lessor or the Lease Indenture Trustee and any respective assignee thereof shall be entitled to exercise any and all rights of the Project Company under the Assigned Agreements in accordance with their terms upon and after the exerc i se by the Owner Lessor or the Lease Indenture Trustee, if applicable, of their rights as secured party under the Security Agreement and as assignee under the Assignment of Subordinated Deed of Trust and following wr i tten notice by the Owner Lessor or the Lease Indenture Trustee . Without limiting the generality of the foregoing , upon and after the exercise by the Owner Lessor or the Lease Indenture Trustee of their rights as s e cured party under the Security Agreement and as assignee under the Assignment of Subordinated Deed of Trust and following written notice by the Owner Lessor or the Lease Indenture Trustee, if applicable, the Owner Lessor or the Lease Indenture Trustee and any respective assignee thereof shall have the full right and power to enforce directly against the Contracting Party all obligations of the Contracting Party under the Assigned Agreements and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or perm i tted to be made by the P roject Company under the Assigned Agreements all in accordance with the te rms of the Assigned Agreements and this Consent and Agreement.


(c)	The Contracting Party will not , without the prior written consent of the Ow n er Lessor and , for so long as the Lien of the Lease Indenture has not been terminated or fully discharged, the Lease Indenture Trustee, ( i) take any action to cancel , term inate or sus pend payment or performance under , or consent to or accept any cancellation ,

termination or suspension of payment or performance under , the Assigned Agreements other than any such cancellation, termination or suspension of performance as is expressly prov i ded for in the Assigned Agreements or under applicable law , (ii) materially amend , supplement or otherwise modify t he Assigned Agreements or (iii) petition, request or take any legal or administrative action which seeks or may reasonably expected to accomplish the foregoing items ( i) or (ii ). In addition, the Contracting Party will not, without the prior written consent of each of the Owner Lessor and the Lease Indenture Trustee , take any action to cancel , t e rminat e or suspend payment or performance under the Assigned Agreements as a result of a default or event of default thereunder unless (x) the Contracting Party shall have delivered to each of the Owner Lessor and the Lease Indenture Trustee written notice specifying the nature of the default giving r i se to such right of cancellation, termination or suspension (an d, in the case of a payment default, specifying the amount thereof) and permitted each of the Owner Lessor and the Lease Indenture Trustee to cure such default, and (y) the Owner Lessor or the Lease Indenture Trustee fails to cure such default within the longer of (i) the same cure period as is provided to the Project Company to cure such default , with such cure period to commence upon the giv i ng of such notice to the Owner Lessor and the Lease Indenture Trustee , or (ii) 90 days after the date of such notice provided, however, in the case of a payment default by the Project Company which is not cured within the period specified in c lause (i) of this sentence , the Contracting Party shall have the right to suspend performance of its obligations to sell and deliver l ignite t o the Project Company under the Lignite Sales Agreement until such payment default is cured. In furtherance of the foregoing, the Contracting Party agrees that , notwithstanding anything contained herein or in the Ass ign ed Agreements to the contrary, upon the occurrence of a default under the Assigned Agreements that ca nnot by its nature be cured by the payment of money , th e Contracting Party will not cance l or terminate the Assigned Agreements if, and for so long as, the Owner Lessor or the Lease Indenture Trustee, as applicable, shall be diligently seeking to cure such default or otherwise to institute foreclosure proceedings , or otherwise to acquire the Project Company's interest in the Assigned Agreements, and the Contracting Party shall grant the Owner Lessor or the Lease Ind enture Trustee (as the case may be) a reasonable period of time to cure such default upon the occurrence of such foreclosure or acqu i sition .

(d)

The Contracting Party agrees to make all payments, if any, which are requir ed to be made to the Project Company under the Assigned Agreements, directly to the Lease Indentu re Trustee (or to the Owner Lessor , if the Lease Indenture Trustee has notified Contracting Party in accordance with this Consent and Agreement that the Lien of the Lease Indenture Trustee shall have been terminated and fully discharged) for deposit into the Revenue Account and the Project Company conse nts to this arrangement ; provided that if the Contracting Party fails to make any such payment directly to the Lease Indentur e Trustee or the Owner Trustee, as provided in this paragraph, such failure shall not constit ute a breach or default hereunder or under the Assigned Agreements.

(e)

The Contracting Party shall deliver to the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or fully discharged , to the Lease Indenture Trustee, at the addresses set forth on the sig n ature pages hereof, or at such other address as the Owner Les s or or the Lease Indenture Trustee may designate in writing from time to time to the Contracting Party, concurrently with the delivery thereof to the Project Company, a copy of each material notice , request or demand given by the Contracting Party pursuant to the Assigned Agreements; provided that the failure to provide such notice shall not constitute a breach or default hereunder or under the Assigned Agreements ; provided, further, however, any notice, alleging or claiming a

default under the Assigned Agreements, sent from the Contracting Party directly to the Project Company shall not be effective against the Project Company, the Owner Lessor, or the Lease Indenture Trustee, until such time as the notice is delivered to the Owner Lessor and the Lease Indenture Trustee, if applicable.

(f)

In the event that the Owner Lessor, the Lease Indenture Trustee or their respective designee(s) succeeds to the Project Company's interest under the Assigned Agreements, whether by termination of the Lease, foreclosure or otherwise (a "Succession"), the Owner Lessor , the Lease Indenture Trustee or their respective designee(s) , as appropriate in the circumstances, shall assume liability for all of the Project Company's obligations under the Assigned Agreements; provided however, that such liability shall not include any liability for claims of the Contracting Party against the Project Company (other than for payment defaults) arising from the Project Company's failure to perform during the period prior to the Owner Lessor's, Lease Indenture Trustee's or such designee(s)' succession , as the case may be, to the Project Company's interest in and under the Assigned Agreements . Except as otherwise set forth in the immediately preceding sentence , neither the Owner Lessor , the Owner Participant, the Lease Indenture Trustee or the Noteholders (individually or collectively), shall be liable for the performance or observance of any of the obligations or duties of the Project Company under the Assigned Agreements , and the collateral assignment of the Assigned Agreements pursuant to the Security Agreement shall not give rise to any duties or obligations whatsoever on the part of any of the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Noteholders, individually or collectively, owing to the Contracting Party.

(g)

Upon the exercise by the Owner Lessor or the Lease Indenture Trustee of any of their respective remedies set forth in the Lease , the Lease Indenture or the other Operative Documents, each of the Owner Lessor and the Lease Indenture Trustee may assign its rights and interests and the rights and interests of the Project Company under the Assigned Agreements to any purchaser or transferee of the Project (a " Transfer" ), if such purchaser or transferee shall (i) assume all of the obligations of the Project Company under the Assigned Agreements, (ii) execute and deliver to the Contracting Party a written instrument under which it agrees to be bound by the provisions of the Assigned Agreements in all respects, and (iii) represent and warrant that the representations and warranties set forth in Sect i on 11 . 02 of the Lignite Sales Agreement (or comparable representations) are true with respect to it as of the effective date of such transfer or assignment. Upon such assignment and assumption, the Owner Lessor or the Lease Indenture Trustee , as applicable, shall be relieved of all obligations under the Assigned Agreements arising after such assignment and assumption . In the event of a Transfer or a Succession, the Contracting Party will continue to perform its obligations under the Assigned Agreements in favor of the Owner Lessor, the Lease Indenture Trustee or their respective designee(s) or purchaser or transferee of the Project provided there is no outstanding event of default by Owner Lessor or the Lease Indenture Trustee under the Assigned Agreements which the Owner Lessor or the Lease Indenture Trustee (as the case may be) fails to cure within the applicable cure period provided herein or in the Assigned Agreements .

(h)

In the event that (i) any Assigned Agreement is rejected by a trustee or debtor - in-possession in any bankruptcy or insolvency proceeding involving the Project Company or (ii) any Assigned Agreement is terminated as a result of any bankruptcy or insolvency proceeding involving the Project Company or otherwise pursuant to Sect i on 13 . 01(c ) , (d) , (e) or (f) of the Lignite Sales Agreement and, if withi n 90 days after such rejection or term i nation , the Owner Lessor , the Lease Indenture Trustee or their

respe c tive designee(s) shall so request and sh a ll certify in wr i t i ng to the Contract i ng Party tha t it intends to perform the obligations of the Project Company as and to the extent required under any Assigned Agreement , and provided that all ex i sting payment defaults have been cu r ed, the Contracting Party will e x ecute and deliver to the Owner Lessor, the Lease Indenture Trustee or such designee(s) a new Lignite Sales Agreement , Subordinated Deed of Trust or Three-Way Arbitration Agreement , which shall be for the ba l an c e o f the remaining term under the original Lignite Sales Agreement, Subordinated Deed of Trust or Three-Way Arbitration Agreement, as applicable , before giving eff ec t to s uch r ej ec t ion o r termination and shall contain the same cond i t i ons, agreements , terms , provisions and limitations as the original Lignite Sales Agreement , Subordinated Deed of Trust or Three-Way Arbitration Agreement (except for any requirements which have been fulfilled by the Project Company and the Contracting Party prior to such rejection or terminat i on) . References i n th i s Consent and Agreement to the " Assigned Agreements " shall be deemed also to refer to the new Lignite Sales Agreement, Subordinated Deed of Trust or Three-Way Arbitration Agreement.

(i)

In the event that the Owner Lessor, the Lease Indenture Trustee or their respective designee(s), or any purchaser , transferee , grantee or assignee of the interests of the Owner Lessor , the Lease Indenture Trustee or their respective designee(s) in the Project assume or become liable under the Ass i gned Agreements (as contemplated i n subsection ( f), (g) or (h) above or otherwise), liability in respect of any and all obligations of any such party under the Ass i gned Agreements shall be limited solely to recourse against such party (except that there shall be no such recourse against t he Lease Indentu r e Trustee) and such party's interest in the Project ( and no officer, director, employee, shareholder or agent thereof shall ha v e any li a bi li ty with respect thereto) .

(j)

E x cept as provided in Sections 3(c) , 3(d ) , 3(e) , and 4 and unless and until the Contracting Party receives a Default Not i ce, the Contracting Party shall deal ex c lu s ively with the Project Company in connection with the performance of the Contracting Party's obligations under the Assigned Agreements . From and after such time as the Contracting Party receives a Default Not ic e and unt i l a Transfer, the Contracting Party shall (a ) so l ong as the Les s or Notes issued by the Owner Lessor are outstanding , deal exclusively with the Lease Indenture Trustee or the ent i ty appointed by the Lease Indenture Trustee (if such entity has been so appo i nted) in connection with the performance of the Contracting Party ' s obligations under the Assigned Agreements , and (b) from and after such time as the Lessor Notes issued by the Owner Lessor are no longer outstand i ng and all obligations thereunder have been sat i sfied , deal exclus i vely with the Owner Lessor or the entity appointed by the Owner Lessor (if such entity has been so appointed) in connection with the performan c e of the Contracting Party ' s obligations under the Assigned Agreements.

4. Arrangements Regarding Payments . Subject to the proviso in Section 3(d) , all payments to be made by the Contracting Party to the Project Company under the Assigned Agreeme n t s shall be m a de in lawful money of the United States , directly to the Lease Indenture Trustee (or the Owner Trustee , a s applicable , as provided i n Section 3(d) ), for depos i t into the Revenue A c count (Account No . 104482) at the principal off i ce of the Lea s e Indenture Trustee at Ci ti bank, N . A., 111 Wall St r eet, 14 ^th Floor, Zone 3 , New York, New York, 10043 , Attention: John Byrnes , or to such other P e rson and/or at such other address as the Lease Indenture Trustee may from t i me to t i me specify in writing to the Contract i ng Party for applicat i on by the L ease Indenture Trustee i n the manner contemp l ated i n the Lease Indent u re and the other Operative Documents, and shall be accompanied by a notice from the Contracting Party stating that such payments are made under the Assigned Agreements. The P r o j ect Company hereby consents to this arrangement.

5. Miscellaneous .

(a)

No failure on the part of the Contracting Party , Project Company , the Owner Lessor, the Lease Indenture Trustee or any of their respective agents to exercise and no delay in exercising, and no course of dealing with respect to , any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or an exercise of any other right, power or privilege . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(b)

All notices , requests and other communications provided for herein and under the Assigned Agreements (including, without limitation , any modifications of , or waivers or consents under, this Consent and Agreement) shall be given or made in writing (including , without limitation, by telex or telecopy) delivered to the intended recipient at the "Address for Notices" specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to each other party . Except as otherwise provided in this Consent and Agreement , all such communications shall be deemed to have been duly given when transmitted by telex or telecopier or personally delivered or , in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

(c)

This Consent and Agreement may be amended, wa i ved or modified only by an instrument in writing signed by the Project Company , Contracting Party , the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated o r fully discha rge d , the Lease Indenture Trustee , acting with the consent of the appropriate Noteholders ; provided that no amendment , modification or waiver shall , unless by an instrument in writing signed by the Contracting Party, the Project Company, the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or fully discharged , all of the Noteholders or by the Lease Indenture Trustee acting with the co nsent of all of the Noteholde r s , alter the terms of th i s Section 5(c) . Any waiver shall be effective only for the specified purpose for which it was g i ven.

(d)

This Cons en t and Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each of the Contracting Party , the Project Company, the Owner Lessor , the Owner Participant, and, for so l ong as the Lien of the Lease Indenture has not been terminated or fully discharged, the Lease Indenture Trustee and the Noteholders (provided, however, that the Contracting Party and the Project Company shall not assign or transfer their respective rights hereunder without the prior written consent of the other, the Owner Lessor and, so long as the Lien of the Lease Indenture has not been terminated or fully discharged, the Lease Indenture Trustee , except to a party to whom it transfers (and is entitled without the consent of the other, the Owner Lessor and the Lease Indenture Trustee to transfer) its rights under the Assigned Agreements).

(e)

This Consent and Agreement may be executed in any number of counterparts , all of which when taken together shall constitute one and the same instrument and any of the parties hereto may execute this Consent and Agreement by signing any such counterpart . This Cons e nt and Agreement shall become effective at such t i me as the Leas e Indenture Tru s tee shall hav e received counterparts hereof signed by all of the intended parties hereto .


(f)	If any prov i sion hereof is invalid and unenforceable in any jurisdiction , then, to the fullest extent permitted by law , (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the

i ntentions of the parties hereto as nearly as may be possible and (b ) the invalidity or unenforceability of any prov i sion h e reof in any jurisdiction shall not affect the valid i ty or enforceab i lity of such provision in any other jurisdiction .


(g)	Headings appearing herein are used solely for convenience and are not intended to affect the interpretation of any provision of this Consent and Agreement.

(h)

EACH OF THE CONTRACTING PARTY , THE PROJECT COMPANY , THE OWNER LESSOR AND T HE LEASE INDENTURE TRUSTEE HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND ANY COURT OF APPEALS THEREOF FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT . THE AGREEMENTS OF THE PARTIES HERETO ARE SOLELY FOR THE BENEFIT OF THE CONTRACTING PARTY , THE PROJECT COMPANY , THE OWNER LESSOR, THE OWNER PARTICIPANT , THE LEASE INDENTURE TRUSTEE AND THE NOTEHOLDERS , AND NO PERSON (OTHER THAN THE PARTIES HERETO , THE OWNER PARTICIPANT , THE NOTEHOLDERS AND THEIR SUCCESSORS AND ASSIGNS PERMITTED HEREUNDER) SHALL HAVE ANY RIGHTS HEREUNDER.


(i)	THIS CONSENT AND AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAW OF THE STATE OF TEXAS.


(j)	EACH OF THE CONTRACTING PARTY , THE PROJECT COMPANY, THE OWNER LESSOR , AND THE LEASE INDENTURE TRUSTEE HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND AGREEMENT OR THE ASSIGNED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(k)

For purposes of this Consent and Agreement, the Contracting Party may conclusively presume that (i) the Lien of the Lease Indenture has not been terminated or fully discharged until the Contracting Party shall have rece i ved written not i ce of such terminat i on or discharge from the Lease Ind e nture Trustee and (ii) the Lessor Notes issued by the Owner Lessor remain outstanding and all obligations thereunder have not been satisfied unt i l the Contracting Party shall have received written notice from the Lease Indenture Trustee that the Lessor Notes are no longer outstanding and all obligations thereunder have been satisfied .

IN WITNESS WHEREOF , the undersigned by its representatives or off i cer duly authorized has caused this Consent and Agreement to be duly executed and delivered as of the date first written above.



	MISSISSIPPI LIGNITE MINING COMPANY
	By Its Joint Venturers:

	THE NORTH AMERICAN COAL CORPORATION:

	By:	/s/ Clifford R. Miercourt
	Name:	Clifford R. Miercourt
	Title:	President and Chief Executive Officer

	Officer Address for Notices:

	14785 Preston Road, Suite 1100
	Dallas, Texas 75254-7891
	Telecopier No.: (972) 387-1031
	Telephone No.: (972) 239-2625
	Attention: Thomas A. Koza
	Vice President-Law and Administration, and Secretary



	RED HILLS PROPERTY COMPANY L.L.C.:

	By:	/s/ Thomas A. Koza
	Name:	Thomas A. Koza
	Title:	Manager

	Address for Notices:
	14785 Preston Road, Suite 1100
	Dallas, Texas 75254-7891
	Telecopier No.: (972) 387-1031
	Telephone No.: (972) 239-2625
	Attention: Manager



CHOCTAW GENERATION LIMITED PARTNERSHIP

By Choctaw Generation, Inc., as general partner

By:	/s/ Rachel W. Kilpatrick
Name:	Rachel W. Kilpatrick
Title:	Vice President and Treasurer

Choctaw Generation Limited Partnership
1177 West Loop South, Suite 900
South Houston, TX 77027
Telecopier No.: (713) 599-2858
Telephone No.: (713) 599-2656
Attention: General Counsel



SE CHOCTAW, L.L.C.,
as Owner Lessor
By: Wilmington Trust Company,
As Owner Manager

By:	/s/ W. Chris Sponenburg
Name:	W. Chris Sponenburg
Title:	Vice President

Address for Notices:

SE Choctaw, L.L.C.
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Telephone No.: (302) 651-1000
Facsimile No.: (302) 651-8882
Attention: Corporate Trust Administration



CITIBANK, N.A .,
as Lease Indenture Trustee

By:	/s/ John J. Byrnes
Name:	John J. Byrnes
Title:	Vice President

Address for Notices:

Citibank, N.A.
111 Wall Street
14th Floor, Zone 3
New York, New York 10043
Telephone No.: (212) 657-7838
Facsimile No.: (212) 657-3872
Attention: Global Agency & Trust

Appendix A to

Consent and Agreement

DEFINITIONS

" Default Noti ce " means a notice delivered to the Contracting Party by Owner Lessor or the Lease Indenture Trustee notifying the Contracting Party that a Lease Event of Default (as defined in the Lease) has occurred and is continuing and that the Owner Lessor or the Lease Indenture Trustee has elected to exercise their respective rights to terminate the Lease , or to exercise their respective rights and remedies with respect to repossession or sale of the Project in accordance with the Lease.

" Development " means, with respect to the Project , the ownership, occupation , construction, testing, starting , repair, operation, maintenance and use of the Project and the financing of the Project and the sale of electric power, steam or other products and by-products of the Project by the Project Company or its permitted successors or assigns .

" Facility " means a collective reference to (i) the approximately 440-megawatt nominally-rated coal - fired electric generating facility which has been constructed on the Facility Site by Bechtel Power Corporation, a Nevada corporation, and Becon Construction Company , Inc. , a Texas corporation , and (ii) each of the other assets being transferred by the Project Company to the Owner Lessor pursuant to the Bill of Sale and Deed , but not including any Retained Assets (as defined in the Participation Agreement) .

" Facility Site " means the parcels of land described in Exhibit A to the Site Lease , and all rights of way, easements, permits and other appurtenances to such parcels, excluding any Released Inter es t (as defined in the Site Lease) .

" Governmental Authority " means the government of the United States of America, or any political subdivision thereof, an state or local government , and any agency, authority, in s trumentality, regulatory body, court, central bank or other entity exercising executive, leg is lative , judici al , taxing, regulatory or administrative powers or functions of or pertaining to government.

" Governmental Approval ” means all authorizations , consents, approvals, waivers , exceptions, variances, franchises, permissions, filings, permits, orders, licenses, exemptions and declarations of or with any Governmental Authority and shall include those siting and operating permits and licenses, and any of the foregoing under any applicable environmental law, that are required for the use and operation of the Project.

" Lien " means, with respect to any asset, any mortgage, deed of trust, lien , pledge, charge, security interest or easement or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under applicable law, as well as the interest of a vendor or lessor under any conditional sale agreement , capital lease or other title retention agreement relating to such asset.

" Material Adverse Effect " means a material adverse effect on (a) the business, property, operations, financia l condition , of the Contracting Party (b) the a b i lity of the Contracting Party to perform a ny of its material obligations under the Consent and Agreement or the Assigned Agreements, or (c) the material rights of or benefits available to the Owner Lessor and the Lease Indenture Trustee under this Agreement or the Assigned Agreements.

" Noteholders " means holders of the Lessor Notes issued pursuant to the Lease Indenture , and shall include the holders of any certificates or similar instruments issued by any pass through trust that is the holder of a Lessor Note.

" Operative Documents " means the Participation Agreement, the Bill of Sale, the Deed, the Facility Lease, the Memorandum of Lease, the Site Lease, the Recognition Agreement, the Memorandum of Site Lease, the Site Sublease, the Memorandum of Site Sublease , the Assignment and Assumption Agreements, the Sub-Assignment and Assumption Agreements, the Notes, the Pass Through Trust Agreement, the Certificates, the Certificate Purchase Agreement, the Depositary Agreement , the Lessee LP Agreement, the Tax Indemnity Agreement, the OP Guaranty, the Equity Investor Guaranty, if any, the Indemnity Agreement, the Tractebel Parent Guaranty, the Facility Support Agreement , the Ash Disposal Agreement and the Security Documents (all as defined in the Participation Agreement) .

" Person " means any individual , corporation , cooperative , partnership, jo i nt venture, association , joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

" Project " shall mean the Facility, the Facility Site and all licenses, permits and easements and other real property interests and rights relating to the Facility or the Facility Site which are owned or leased by the Project Company or in which the Pro j ect Company has any rights, including, without limitation, any easements.

" Revenue Account " means Citibank, N.A. account number 104482, or any account established in substitut i on therefor pursuant to the terms of the Depositary Agreement (as def i ned i n the Part i cipat i on Agreement).

SCHEDULE A TO CONSENT AND AGREEMENT

Project Company's Failure to Pay Contracting Party's Invoices - See Schedule B

Charge of Discrimination filed by Bill C. Scott, Jr . with the Equal Employment Opportunity Commission, Charge No. 131A300 168

Contracting Party placed Mr. Scott on disability in the first half of 2002, because his diabetes prevented him from performing all of the essential functions of his positi o n as a hea vy equipment operator. At the Contracting Party's reque s t , North Mi ssissip pi Medi ca l Clinics had examined Mr. Scott and had recommended that he not operate heavy equipment, work rotating shifts or work alone because of his diabetes, all of which his job involved. After Mr . Scott went on disability , a job opening developed in the warehouse, and Mr. Scott asked to be placed in it. The Contracting Party declined to do so, because this position also invol ve d s hift work and required the candidate to work alone at times. Mr. Scott alleges that the Contracting Party's refusal to place him in the warehouse job violated the Americans with Disabilities Act. The Contracting Party believes that Mr. Scott's complaint is without merit.

Dispute with Tim Pruitt, et al. regarding Coal Lease

The lessors under a lease held by Contracting Party have refused to cash surface damage payment checks that the Contracting Party has issued to them, claiming that the payments did not properly compensate them for the value of trees the Contracting Party removed from their property to construct a sedimentation pond . The lessor s were paid $19,825 for 30.5 acres of timber based on appraisals, but the lessors wanted $36,600. The le sso rs have notified the Contracting Party that if the Contracting Party does not pay them an amount they consider adequate for the trees removed and lease an additional tract from them, they will cons i der the existing lease to be terminated. The Contracting Party believes the e x isting lease is in full force and effect. The Contracting Party and the lessors are in negotiations for a lea se covering the additional unleased tract and settlement of the issues relating to the existing lea se and surface damage payments .

Disput e with Jerry Orr regarding Coal Lease

Mr . Orr is the lessor under a lease held by Contracting Party. He has refused to cash surface damage payment checks that Phillips Coal Company and the Contracting Party have sent him , claiming that Phillips Coal Company, from which the Contracting Party acquired the lease, failed to make a timely payment to extend the term of the lease. The Contracting Party has notified Mr. Orr that it considers the lease to be in full force and effect. Mr. Orr's interest under the lease covers 11.34 acres.

SCHEDULE B

TO CONSENT AND AGREEMENT

Project Company's Failure to Pay Invoices

The Project Company unilaterally has adjusted Contracting Party's invoices for lignite sold under the Lignite Sales Agreement and has failed to pay the full amounts invoiced in 2002 for Adjusted Power Component Price . As of September 30, 2002 the Project Company has failed to pay the sum of $503,044.79 to Contracting Party.

By written agreement , Project Company and Contract i ng Party agreed to extend until September 30 , 2002 the time period in Section 18 . 01 of the Lignite Sales Agreement during which the parties are obligated to meet and engage in good faith discussions in an attempt to resolve their dispute with respect to the calculations of the Adjusted Power Component Price .

The parties have not been able to resolve this d i spute, and Contracting Party notified Project Company by letter dated November 26, 2002 that Contracting Party was submitting this dispute to arbitration.

Exhibit 31(i)(1)

Certifications

I, Alfred M. Rankin, Jr., certify that:


1.	I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of NACCO Industries, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 5, 2012	/s/ Alfred M. Rankin, Jr.
		Alfred M. Rankin, Jr.
		Chairman, President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31(i)(2)

Certifications

I, J.C. Butler, Jr., certify that:


1.	I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of NACCO Industries, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	November 5, 2012	/s/ J.C. Butler, Jr.
		J.C. Butler, Jr.
		Senior Vice President, Finance, Treasurer and Chief Administrative Officer (Principal Financial Officer)

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report of NACCO Industries, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.



Date:	November 5, 2012	/s/ Alfred M. Rankin, Jr.
		Alfred M. Rankin, Jr.
		Chairman, President and Chief Executive Officer (Principal Executive Officer)



Date:	November 5, 2012	/s/ J.C. Butler, Jr.
		J.C. Butler, Jr.
		Senior Vice President, Finance, Treasurer and Chief Administrative Officer (Principal Financial Officer)