HPCo Letterhead] June 1, 2006Hpco Letterhead • June 5th, 2006 • Hallador Petroleum Co • Crude petroleum & natural gas • Colorado
This letter, effective when executed by the parties hereto, will evidence the current mutual intent, as set forth in Article 1 below, of Hallador Petroleum Company, a Colorado corporation (“Hallador”), on the one hand, and Sunrise Coal, LLC an Indiana limited liability company (“Sunrise”), on the other hand, for Hallador to purchase preferred and common membership interests in Sunrise as further described herein, and entering into such documents, including an amended and restated operating agreement for Sunrise (the “Amended Operating Agreement”) and a Membership Interest Purchase Agreement, related thereto as the Parties deem necessary or appropriate (collectively, the “Transaction Documents”). Hallador and Sunrise are sometimes referred to individually as “Party” and collectively as the “Parties.” The proposed investment in Sunrise, the Amended Operating Agreement and the transactions related thereto, are collectively referred to herein as the “Transactions.”
ContractHallador Petroleum Co • June 5th, 2006 • Crude petroleum & natural gas • Colorado
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Debt Subordination Agreement (the “Subordination Agreement”) dated as of June 1, 2006, between Sunrise Coal, LLC and Old National Bank to the Senior Debt (as defined therein), as the same may be amended from time to time, as more particularly described in the Subordination Agreement, and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
