exhibit10_1.htm


    
      

    


    AMENDED
AND RESTATED

    PURCHASE
AND SALE AGREEMENT

    


    BY
AND BETWEEN

    


    HALLADOR
PETROLEUM COMPANY

    (a
Colorado corporation)

    


    and

    


    [______________]

    (an
individual)

    


    with
respect to

    


    SUNRISE
COAL, LLC

    (an
Indiana limited liability company)

    


    Dated

    


    As
of July  ,
2008


    
      
        
          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED

    PURCHASE
AND SALE AGREEMENT

     

    This Amended and
Restated Purchase and Sale Agreement (this “Agreement”) is made
and entered into as of July __, 2008, by and between [____________] (“Seller”) and Hallador
Petroleum Company, a Colorado corporation (“Purchaser”).

     

    RECITALS

     

    WHEREAS, Seller and
Purchaser are each members of Sunrise Coal, LLC, an Indiana limited liability
company (“Sunrise”).

     

    WHEREAS, Seller and
Purchaser and the other members of Sunrise are each a party to the Amended and
Restated Operating Agreement of Sunrise dated as of July 31, 2006 (the
“Operating
Agreement”).  Capitalized terms used and not otherwise defined
herein shall have the meaning provided in the Operating Agreement.

     

    WHEREAS, Seller and
Purchaser previously entered into a Purchase and Sale Agreement wherein Seller
agreed to sell and Purchaser agreed to purchase certain membership interests
held in Sunrise by Seller and certain promissory notes issued by Sunrise in
favor of Seller.

     

    WHEREAS, Seller and
Purchaser have determined that the Purchase and Sale Agreement should be amended
and restated to more accurately describe the assets which Seller will sell and
which Purchaser will Purchase.

     

    WHEREAS, Seller
desires to sell to Purchaser and Purchaser desires to purchase from Seller
(i) the Common Units and percentage of membership interest in Sunrise held
by Seller as set forth opposite the name of Seller on Exhibit A (the “Interest”) and
(ii) an equal percentage of the Unreturned Capital Balance held by Seller
equal to the amount as set forth opposite the name of Seller on Exhibit A (the “Unreturned Capital
Balance”).

     

    NOW, THEREFORE, in
consideration of the promises and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:

     

    ARTICLE 1

     

    PURCHASE
AND SALE

     

    1.1 Agreement to Purchase and
Sell.  In consideration of the representations, warranties and
agreements contained in or made pursuant to this Agreement, Seller hereby
(a) agrees to assign, transfer, convey and deliver to Purchaser, and
Purchaser agrees to accept the assignment, transfer and conveyance to it of the
Interest, together with the Preferred Return related thereto in accordance with
the Operating Agreement, and Purchaser agrees to assume all of the obligations
of Seller with respect to the Interest as of the Closing Date and
(b) agrees to sell, assign, transfer and convey or cause the sale,
assignment, transfer or conveyance to Purchaser, and Purchaser hereby agrees to
purchase and accept the sale, assignment, transfer and conveyance to it of the
Unreturned Capital Balance.

     

    1.2 Purchase
Price.  Upon the terms and subject to the satisfaction of the
conditions contained herein, in consideration of the aforesaid sale, assignment,
transfer and conveyance of the Interest, the Unreturned Capital Balance and the
Preferred Return, Purchaser will pay to Seller an aggregate price of
[______________] Dollars ($_________), calculated on the basis of (a) Five
Hundred Thousand and No/100 Dollars ($500,000.00) per percentage of membership
interest in Sunrise transferred to Purchaser, (b) an amount equal to the
Unreturned Capital Balance and (c) an amount equal to the unpaid Preferred
Return accrued on the Unreturned Capital Balance through the date immediately
preceding the Closing Date, as set forth opposite the name of Seller on Exhibit A, on
the terms and conditions set forth herein.

     

    1.3 Closing.  Subject
to the satisfaction or waiver of each of the conditions precedent to the Closing
set forth in Article 4 by
the party for whose benefit such conditions precedent exist, the closing of the
transactions contemplated hereunder (the “Closing”) shall take
place on July 24, 2008 (the “Closing Date”), at
10:00 a.m. at the offices of Morgan, Lewis & Bockius LLP, 300
South Grand Avenue, 22nd Floor, Los Angeles, California 90071, or at such
other time and place as mutually agreed upon between Purchaser and
Seller.

     

    1.4 Closing
Deliveries.

     

    (a) At the Closing,
Seller will deliver, or cause to be delivered to Purchaser:

     

    (i)   (A) (x) The
certificate representing the Interest or (y) the Affidavit of Lost
Certificate (the “Affidavit”) in the
form attached hereto as Exhibit B and
(B) an applicable assignment in favor of Purchaser.

     

    (ii) The Spousal Consent
(the “Spousal
Consent”), substantially in the form attached hereto as Exhibit C,
executed by Seller’s spouse.

     

    (b) At the Closing,
Purchaser will deliver, or cause to be delivered to Seller:

     

    (i) The Purchase
Price.

     

    (ii) A new certificate
representing the Common Units retained by Seller, if any.

     

    ARTICLE 2                                

     

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller hereby
represents and warrants to Purchaser as follows:

     

    2.1 Authority; Binding
Obligations.  Seller has the full legal capacity and authority
to enter into this Agreement and has entered into this Agreement as its own free
act.  This Agreement (a) has been duly executed and delivered by
Seller and (b) assuming the due execution and delivery thereof by the other
parties hereto and thereto, constitutes legal, valid and binding obligations of
Seller, enforceable in accordance with its terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws in effect from time to time relating to or affecting the
enforcement of creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

     

    2.2 Title;
Liens.  Except as set forth on Schedule 2.2 hereto,
Seller is the owner of the Interest, the Unreturned Capital Balance and the
Preferred Return, free and clear of all liens, pledges and encumbrances, other
than those restrictions imposed by applicable federal and state securities
laws.  At the Closing, Seller will deliver, or cause to be delivered
to Purchaser good and valid title to the Interest, the Unreturned Capital
Balance and the Preferred Return, free and clear of all liens, pledges or
encumbrances, other than those restrictions imposed by applicable federal and
state securities laws.

     

    2.3 No
Bankruptcy.  No voluntary proceeding or petition has been
instituted by Seller and no proceeding has been instituted or, to Seller’s
knowledge, been threatened to be instituted against Seller under the bankruptcy
laws of the United States or any other country or any political subdivision
thereof.  Seller has not made any assignment of any assets or
properties for the benefit of creditors, consented to the appointment of a
receiver or trustee for any assets or properties, been adjudicated bankrupt or
made a bulk sale or taken any action which contemplates the making of a bulk
sale.  No court has entered any order appointing a receiver or trustee
for any assets or properties of Seller or has assumed the custody of or
sequestered any assets or properties of Seller and no attachment has been made
on any assets or properties of Seller.

     

    2.4 Independent Decision to
Sell.  Seller acknowledges that he or she has independently and
without reliance upon Purchaser made its own analysis and decision to sell the
Interest, the Unreturned Capital Balance and the Preferred Return to
Purchaser.  Seller further acknowledges that Purchaser may possess
material non-public information not known to Seller regarding or relating to
Sunrise, and Seller acknowledges that it has not requested such information and
agrees that the Purchaser shall have no liability whatsoever (and Seller hereby
waives and releases all claims which it would otherwise have) with respect to
the non-disclosure of such information either prior to the date hereof or
subsequent hereto.

     

    ARTICLE 3

     

    REPRESENTATIONS
AND WARRANTIES OF PURCHASER

     

    Purchaser hereby
represents and warrants to Seller as follows:

     

    3.1 Organization; Due
Authorization.  Purchaser is a corporation duly formed, validly
existing and in good standing under the laws of the State of
Colorado.  This Agreement (a) has been duly authorized, executed
and delivered by Purchaser and (b) assuming the due execution and delivery
thereof by the other parties thereto, constitutes legal, valid and binding
obligations of Purchaser, enforceable in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws in effect from time to time relating to or affecting
the enforcement of creditors’ rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).

     

    ARTICLE 4

                                    

    CLOSING
CONDITIONS

     

    4.1 Conditions to Purchaser’s
Obligations.  The obligation of Purchaser to purchase the
Interest, the Unreturned Capital Balance and the Preferred Return pursuant to
this Agreement is subject to the satisfaction prior to or on the Closing Date of
the following conditions, any of which may be waived in whole or in part by
Purchaser:

     

    (a) The representations
and warranties of Seller contained herein shall be true and correct in all
material respects as of the Closing Date with the same effect as though made on
the Closing Date.

     

    (b) Seller shall have
performed and complied with all agreements, obligations and covenants contained
herein.

     

    (c) Seller shall have
delivered (i) either (A) the certificate representing the Interest or
(B) the Affidavit, and (ii) an assignment in accordance with Section 1.4(a)(i).

     

    (d) Seller shall have
delivered the Spousal Consent in accordance with Section 1.4(a)(ii).

     

    (e) Between the date
hereof and the Closing Date, there shall have been no material adverse change in
the business, financial condition or operations of Sunrise.

     

    4.2 Conditions to Seller’s
Obligations.  The obligation of Seller to sell the Interest,
the Unreturned Capital Balance and the Preferred Return pursuant to this
Agreement is subject to the satisfaction prior to or on the Closing Date of the
following conditions, any of which may be waived in whole or in part by
Seller:

     

    (a) The representations
and warranties of Purchaser contained herein shall be true and correct in all
material respects as of the Closing Date with the same effect as though made on
the Closing Date.

     

    (b) Purchaser shall
have delivered the Purchase Price.

     

    ARTICLE 5

     

    MISCELLANEOUS

     

    5.1 Termination.  This
Agreement and the transactions contemplated hereby may be terminated at any time
prior to the Closing Date:

     

    (a) by mutual written
consent of the parties hereto;

     

    (b) by Purchaser, if
(i) Seller fails to comply in any material respect with any of its
covenants or agreements contained herein, (ii) any of the representations
and warranties of Seller set forth in Article 2
hereof is breached or is inaccurate in any material respect, or (iii) if
there is any material adverse change in the business, financial condition or
operation of Sunrise, including, but not limited to Sunrise’s operation of the
Carlisle Mine.

     

    (c) by Seller, if
(i) Purchaser fails to comply in any material respect with any of its
covenants or agreements contained herein, or (ii) any of the
representations and warranties of Purchaser set forth in Article 3
hereof is breached or is inaccurate in any material respect.

     

    In
the event of termination of this Agreement pursuant to Sections 5.1(b) or 5.1(c), the party
entitled to terminate shall provide written notice to the other parties and this
Agreement shall terminate and the transactions contemplated hereby shall be
abandoned without further action by any party.

     

    5.2 Notices.  All
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile or similar writing) and shall be given to such
party at its address or facsimile number set forth below, or such other address
or facsimile number as such party may hereafter specify for the purpose to the
party giving such notice.  Each such notice, request or other
communication shall be effective (a) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate electronic confirmation is received, or, (b) if given by
overnight mail, 72 hours after such communication is deposited with an overnight
courier, addressed as aforesaid, or (c) if given by any other means, when
delivered at the address specified in this Section.

     

    If
to Seller, to:

     

    


     

    [______________]

     

    [______________]

     

    Tel:

     

    Fax:

     

    If
to Purchaser, to:

     

    


     

    Hallador Petroleum
Company

     

    1660 Lincoln
Street, Suite 2700

     

    Denver,
Colorado  80264

     

    Attn:  Victor P.
Stabio

     

    Tel:  (303)
839-5506

     

    Fax:  (303)
832-3013

     

    with a copy
to:

     

    


     

    Morgan,
Lewis & Bockius LLP

     

    300 South Grand
Avenue

     

    22nd
Floor

     

    Los Angeles,
California 90071

     

    Attn:
Ingrid A. Myers

     

    Tel:  (213)
612-2500

     

    Fax:  (213)
612-2501

     

    5.3 Further
Assurance.  From time to time, Seller and Purchaser agree to
execute such instruments and documents and take such action as may be reasonably
necessary or appropriate to carry out the provisions of this Agreement and the
intentions of the parties as expressed herein.

     

    5.4 Entire
Agreement.  This Agreement together with any exhibits or
schedules attached hereto and any other agreements and documents executed and
delivered in connection herewith and therewith, constitute the entire agreement
by and between the parties and supersedes any prior understandings, agreements
or representation by or between the parties, written or oral, to the extent they
have related in any way to the subject matter hereof.

     

    5.5 Amendments and
Modifications.  This Agreement may be amended or modified only
by an instrument in writing duly executed by the parties hereto.

     

    5.6 Successors and
Assigns.  All the terms and conditions of this Agreement shall
be binding upon, inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that neither
party may assign any of its rights, benefits, interest or obligations under this
Agreement without the prior written consent of the other party hereto, except as
otherwise permitted in this Section 5.6.  Purchaser’s
rights or interests under this Agreement may be assigned at any time, to any
affiliate of Purchaser, including, without limitation, to Sunrise.

     

    5.7 Benefits.  Except
as otherwise specifically provided herein, nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.

     

    5.8 GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER
THE LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF.

     

    5.9 Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

     

    5.10 Headings.  The
captions and section headings used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this
Agreement.

     

    5.11 Counterparts.  This
Agreement may be executed in two or more counterparts, each of which, when
executed and delivered to the other party, shall be deemed an original, but all
of which together shall constitute one and the same instrument.

     

    5.12 Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding among the Parties with respect to the subject matter hereof and
thereof and supersedes the Purchase and Sale Agreement dated as of [_______],
2008 in its entirety, and any and all prior agreements and understandings,
written or oral, relating to the subject matter hereof.

     

    *
* *

     


    
      
        
          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    
      	 
    	
              SELLER:

               

               

               

               

               

              SSN:                                                                

               

            
	 
    	 
    
	 
    	
              PURCHASER:

              HALLADOR
      PETROLEUM COMPANY

              a
      Colorado corporation

              By:           

              Name:                                                                

              Title:                                                                

               

            


    

    


     


    
      
        
          {Signature page to Purchase and Sale
Agreement}

          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    MEMBER BUYOUT
SUMMARY

     

    


     

    {see
attached}

     


    
      
        
          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    [Missing Graphic Reference]

     


    
      
        
          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    FORM OF AFFIDAVIT
OF LOST CERTIFICATE

     

    The undersigned
(“Declarant”) hereby makes the following declaration of facts and undertakes the
following covenants for the benefit of SUNRISE COAL, LLC (the
“Company”):

     

    1. Declarant was the
lawful owner of membership interests in the Company constituting [___]% of the
Company (the “Securities”) represented by Membership Certificate No. [___]
of the Company (the “Certificate”).

     

    2. As of
[_______________], Declarant was entitled to the full and exclusive possession
of the Certificate.

     

    3. The Certificate is
lost and Declarant has made or caused to be made diligent search for the
Certificate and has been unable to find or recover it.  Declarant
agrees immediately to surrender the original Certificate to the Company if they
at any time hereafter come into the possession or control of the
Declarant.

     

    4. On [____________],
Declarant entered into that certain Amended and Restated Purchase and Sale
Agreement (the “Agreement”) whereby Declarant sold to Hallador Petroleum Company
(“Hallador”), [___]% of the Securities, constituting [___]% of the membership
interests in the Company (the “Purchased Securities”).

     

    5. Declarant agrees,
for itself, and his successors and assigns, to fully and completely reimburse,
hold harmless, indemnify and defend the Company from and against any and all
claims, damages, losses, liabilities and expenses, including reasonable
attorneys’ fees, which may be incurred, directly or indirectly, by the Company
in connection with the presentment to the Company of the Certificate by any
person, firm, partnership, corporation or other entity other than Hallador
(collectively, the “Third Party”), whether or not the Third Party is a holder in
due course, from and after the date hereof.

     

    6. Declarant hereby
requests that the Company accept this Affidavit of Lost Certificate and issue to
Hallador a certificate representing the Purchased Securities.

     

    Declarant declares
that the matters set forth in this document are true and correct of Declarant’s
own knowledge.

     

    Signed effective as
of this [___] day of [________], 2008.

     

     

    __________________________________________

     

     

    [Name of
member]

     

    



    
      
        
          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C

     

    FORM OF SPOUSAL
CONSENT

     

    I,
[                                ],
declare:

     

    I
am the spouse of [____________], and acknowledge that I may have an interest in
the issued and outstanding membership interests of Sunrise Coal, LLC, an Indiana
limited liability company (the “Company”), the Unreturned Capital Balance and
the Preferred Return.

     

    I
have read and understand the Amended and Restated Purchase and Sale Agreement,
dated as of the date hereof (the “Agreement”) and acknowledge that [__________]
is a party thereto.  Capitalized terms used and not defined herein
will have the meaning provided in the Agreement.

     

    To
whatever extent I have a marital property or other interest in the membership
interests of the Company, the Unreturned Capital Balance or the Preferred
Return, I hereby consent to the provisions of the Agreement and agree to abide
by its terms and conditions.

     

    I
have been advised to secure counsel of my own choosing to represent me in
connection with this matter and acknowledge that the provisions of the Agreement
have been fully explained to me by my counsel or I have declined to retain
counsel.

     

    I
have carefully read the Agreement and am fully aware of the content of the
Agreement and its legal effect.

     

    I
acknowledge that the Spousal Consent shall be attached to the Agreement and made
a part thereof.

     

    


     

    Dated:  [                                           ]

     

    


     

     

    


     

     

    [                                ]

     


    
      
        
          DB2/20755110.1


        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 2.2

     

    Title;
Liens

     

    


     

    {to
be completed by Seller, if none state “None”}