EXHIBIT 10.1
Execution Version
THIRD Amendment to Credit Agreement
This THIRD Amendment to Credit Agreement (this “Third Amendment”), dated as of August 11, 2026, is among HALLADOR ENERGY COMPANY, a Colorado corporation (“Borrower”), TEXAS CAPITAL BANK, as administrative agent for the Lenders party to the Existing Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and the Lenders party hereto.
RECITALS
A.The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of March 5, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this Third Amendment, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.
B.The parties hereto are entering into this Third Amendment to amend the Existing Credit Agreement as set forth in Section 2 hereof effective as of the Third Amendment Effective Date.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
“EBITDA” means, for Borrower for any Test Period, an amount, determined on a consolidated basis for Borrower and its Restricted Subsidiaries, equal to (a) Net Income plus (b) without duplication, the sum of the following to the extent deducted in the calculation of Net Income: (i) interest expense; (ii) income Taxes; (iii) depreciation; (iv) depletion; (v) amortization; (vi) unusual and non-recurring losses determined in accordance with GAAP; (vii) other non-recurring expenses reducing such Net Income which do not represent a cash item in such Test Period or any future period; (viii) losses on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging

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transactions; (ix) reasonable cash transaction costs and expenses incurred in connection with the Transactions and the administration (including in connection with any waiver, amendment, supplementation or other modification of the Loan Documents) of the Loans in an amount not to exceed 15% of EBITDA (prior to giving effect to such add-back) in the aggregate during any Test Period; and (x) payments received by the Borrower or any Restricted Subsidiary in respect of any power purchase agreement exclusivity agreements during the fiscal quarter ended June 30, 2026 in an aggregate amount not to exceed $10,000,000, minus (c) without duplication, the sum of the following to the extent included in the calculation of Net Income: (i) income Tax credits; (ii) extraordinary gains determined in accordance with GAAP; (iii) gains on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions; (iv) all non-cash items increasing Net Income, excluding non-cash items under any Prepaid Forward Power Sales Contract; and (v) any cash payments made during such period in respect of non-cash charges described in clause (b)(vii) taken in a prior period. For purposes of calculating EBITDA for any Test Period, if during such Test Period any Loan Party shall have consummated a Material Acquisition or a Material Disposition, EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition, as the case may be, occurred on the first day of such Test Period; provided that all such pro forma calculations shall be reasonably satisfactory to the Administrative Agent.
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The parties hereto have caused this Third Amendment to be duly executed as of the day and year first written above.
BORROWER:
HALLADOR ENERGY COMPANY
By:/s/TODD E. TELESZ
Name: Todd E. Telesz
Title: Executive Vice President, Chief Financial
Officer and Treasurer
ADMINISTRATIVE AGENT SWINGLINE LENDER, L/C ISSUER AND LENDERS:
TEXAS CAPITAL BANK,
as Administrative Agent, Swingline Lender,
L/C Issuer and a Lender
By: /s/DAN LIDDLE
Name: Dan Liddle
Title: Managing Director
as L/C Issuer and a Lender
By:/s/JENNIFER GILBERT
Name: Jennifer Gilbert
Title: Senior Vice President
[Signature Page to third Amendment to Credit Agreement – Hallador Energy Company]
FIRST FINANCIAL BANK, N.A.,
as a Lender
By: /s/DAN LAUGHNER
Name: Dan Laughner
Title: Senior Commercial Banking Executive
[Signature Page to third Amendment to Credit Agreement – Hallador Energy Company]
WaFd BANK,
as a Lender
By:/s/KRISTINA NASH
Name: Kristina Nash
Title: AVP, Relationship Manager
[Signature Page to third Amendment to Credit Agreement – Hallador Energy Company]