dec1208form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________
FORM
8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of report
(Date of earliest event reported): December 12,
2008
HALLADOR
PETROLEUM COMPANY
(Exact Name of
Registrant as specified in Charter)
Colorado
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0-14731
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84-1014610
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(State or
Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1660 Lincoln Street, Suite 2700, Denver,
Colorado
80264-2701
(Address of
Principal Executive
Offices)
(Zip Code)
Registrant’s telephone number,
including area code: 303-839-5504
________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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____________________________________________________________________________________
Item
1.01 Entry into a Material Definitive Agreement
On
December 12, 2008, Sunrise Coal, LLC, an Indiana limited liability company
(“Sunrise”), entered into that certain Credit Agreement (the “Credit Agreement”)
with PNC Bank, National Association, as Administrative Agent (in such capacity,
“Agent”), and the other lenders party thereto, and with Hallador Petroleum
Company (the “Company”), which owns an 80% membership interest in Sunrise, as a
guarantor. Under the Credit Agreement, the lenders agreed to provide
a $40,000,000 term loan and a $30,000,000 revolving credit facility to
Sunrise. Sunrise granted a security interest in substantially all of
its assets to the Agent for the benefit of the lenders to secure Sunrise’s
obligations under the Credit Agreement. In addition, the Company
entered into a Continuing Agreement of Guaranty and Suretyship (the “Guaranty”)
in favor of the Agent to guarantee the full and complete payment and performance
of Sunrise’s obligations under the Credit Agreement, and agreed to pledge its
membership interest in Sunrise to the Agent to secure the Company’s obligations
under the Credit Agreement and the Guaranty.
Concurrently with
the Credit Agreement, Sunrise executed an Amended and Restated Promissory Note
in favor of the Company in the principal amount of $13,000,000, to replace the
Promissory Note in the principal amount of up to $13,000,000 executed by Sunrise
in favor of the Company on July 22, 2008 (the “July Promissory
Note”). The July Promissory Note was canceled when the Amended and
Restated Promissory Note was issued to the Company. The Company has
subordinated its rights under the Amended and Restated Promissory Note to the
obligations of Sunrise and the Company arising under the Credit Agreement, and
has agreed to assign the Amended and Restated Promissory Note to the Agent under
certain circumstances. In addition, the Company and Sunrise have
agreed to subordinate any other indebtedness each of them may have to other, to
the obligations of Sunrise and the Company arising under the Credit
Agreement.
The foregoing
descriptions of the Credit Agreement, the Continuing Agreement of Guaranty and
Suretyship and the Amended and Restated Promissory Note, do not purport to be
complete and are qualified in their entirety by reference to such agreements,
which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report and each of 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 hereunto duly authorized.
HALLADOR PETROLEUM
COMPANY
Date: December 17,
2008 By:/S/ VICTOR P.
STABIO
Victor P.
Stabio
Chief Executive
Officer and President
Exhibit
No.
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Description of
Exhibit
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10.1
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Credit
Agreement dated December 12, 2008, by and among Sunrise Coal, LLC,
Hallador Petroleum Company as a Guarantor, PNC Bank, National Association
as administrative agent for the lenders, and the other lenders party
thereto.
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10.2
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Continuing
Agreement of Guaranty and Suretyship dated December 12, 2008, by
Hallador Petroleum Company in favor of PNC Bank, National
Association
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10.3
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Amended and
Restated Promissory Note dated December 12, 2008, in the principal
amount of $13,000,000, issued by Sunrise Coal, LLC in favor of Hallador
Petroleum Company
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