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.”
