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): April 25, 2006 (April 19,
2006)
HALLADOR
PETROLEUM COMPANY
(Exact
Name of Registrant as specified in Charter)
0-14731
(Commission
File Number)
Colorado
|
84-1014610
|
(State
or Other Jurisdiction
of
Incorporation)
|
(IRS
Employer
Identification
No.)
|
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 fax: 303-832-3013
________________
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
____________________________________________________________________________________________
Item
1.01 Entry into a Material Definitive Agreement
On
April
19, 2006, Sunrise Coal, LLC, an Indiana limited liability company (“Sunrise”)
entered into that certain Loan and Security Agreement (the “Credit Agreement”)
with Old National Bank (“Lender”), whereby Lender agreed to loan up to
$30,000,000 to Sunrise. Concurrently, the registrant entered into a Continuing
Guaranty (the “Guaranty”) in favor of the Lender for
the
purpose of guaranteeing up to $15,000,000, or such greater amount as Hallador
approves, of
the
obligations incurred by Sunrise pursuant to the Credit Agreement. The
obligations of registrant under the Guaranty are secured by that certain
Collateral Assignment of Hallador Master Purchase/Sale Agreement, whereby
registrant, Hallador Petroleum LLLP, a Colorado limited liability limited
partnership, and Hallador Production Company, a Colorado Corporation, agreed
to
collaterally assign all of their rights to receive payment for gas delivered
under that certain Master Purchase/Sale Agreement with Coral Energy Resources,
L.P., dated November 12, 2001, to the Bank pursuant to the terms and conditions
thereof. Sunrise and the registrant have also entered into that certain
Reimbursement Agreement, whereby Sunrise is required to reimburse the registrant
for any amounts paid to Lender pursuant to the Guaranty. As previously
disclosed, Sunrise and registrant are currently negotiating a plan of merger
whereby Sunrise and registrant would become wholly owned subsidiaries of
a
to-be-formed common parent corporation.
The
Guaranty, the Collateral Assignment of Hallador Master Purchase/Sale Agreement
and the Reimbursement Agreement are filed as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Current Report and are incorporated herein by
reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-
Balance Sheet Arrangement of a Registrant.
See
Item
1.01 above.
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:
April 25, 2006
|
By: /s/
Victor P. Stabio
|
|
Victor
P. Stabio
|
|
Chief
Executive Officer and President
|
Exhibit
No. Description
of Exhibit
________ ________________
10.1
|
Continuing
Guaranty, dated April 19, 2006, by Hallador Petroleum Company in
favor of
Old National Bank
|
10.2
|
Collateral
Assignment of Hallador Master Purchase/Sale Agreement, dated April
19,
2006, among Hallador Petroleum Company, Hallador Petroleum LLLP,
and
Hallador Production Company and Old National
Bank
|
10.3
|
Reimbursement
Agreement, dated April 19, 2006, between Hallador Petroleum Company
and
Sunrise Coal, LLC
|