EXHIBIT 10-55
MASTER RESOLUTION AGREEMENT
THIS MASTER RESOLUTION AGREEMENT is made this day of November 1996, by
and between U.S. Energy Corp. and Crested Corp. (together "USECC"), Gunnison
Center Properties, L.L.C. ("GCP"), and Contour Development Company, L.L.C.
("Contour"). RECITALS:
A. USECC and GCP entered into Escrow Closing Instructions directed
to Fox Title West, Inc., by letter dated November 28, 1995,
signed by USECC on December 10, 1995, a copy of which is attached
hereto as Exhibit "A". Those Escrow Closing Instructions are
hereinafter referred to as the "Escrow Instruction Letter."
B. GCP previously executed and delivered to USECC a promissory note
in the amount of $487,365.86 dated January 26, 1995 (the "A Note"
a copy of which is attached hereto as Exhibit "B") secured by a
deed of trust dated the same date encumbering real property in
the Gunnison Center/Meadows PUD Phase 1-R in Gunnison, Colorado.
C. Pursuant to the Escrow Instruction Letter, GCP executed and
delivered to Fox Title West, Inc. a substitute deed of trust
dated December 10, 1995, encumbering Lots 11 and 13 of Gunnison
Center/Meadows PUD Phase 1-R to secure the balance due under the
A Note.
D. Further, pursuant to the Escrow Instruction Letter, USECC
executed and delivered to Fox Title West, Inc. a promissory note
in the amount of $263,700 in favor of GCP (the "Lot 17 Note" a
copy of which is attached hereto as Exhibit "C") as partial
payment for Lot 17 of the Gunnison Center/Meadows Subdivision
EXHIBIT 10-55
Phase 1-R, secured by a lien on the same Lot 17, and GCP executed
and delivered a special warranty deed conveying Lot 17 to U.S.
Energy Corp.
E. Castle Mountain Ranches, L.L.C., has executed and delivered to
Crested Corp. two promissory notes dated May 30, 1995, in the
respective face amounts of $630,873 and $145,500, secured by deed
of trust liens on property owned by Castle Mountain Ranches,
L.L.C., in Gunnison County, Colorado. These promissory notes are
referred to herein as the "B Notes", copies of which are attached
hereto as Exhibit "D".
F. The parties acknowledge that the execution and delivery of the
documents under the Escrow Instruction Letter did not fully
satisfy the parties' obligations under the Escrow Instruction
Letter, and that the parties anticipated further action and
agreements between them, pursuant to the Escrow Instruction
Letter.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in consideration of the
foregoing recitals, and the following covenants and conditions, the parties
agree as follows:
1. RESOLUTION OF DISPUTES, DISAGREEMENTS AND ESCROW INSTRUCTION LETTER
OBLIGATIONS. Contingent only on Closing, as hereinafter defined, the parties
hereby resolve, waive, discharge and satisfy any and all disputes, disagreements
and obligations between them to the extent arising under the Escrow Instruction
Letter by consummating the transactions contemplated herein. Accordingly, this
Agreement supersedes and novates all executory obligations claimed or existing
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under the Escrow Instruction Letter. The parties shall have no further
obligations under the Escrow Instruction Letter following execution, delivery
and full consummation of each covenant under this Agreement, provided, however,
the parties acknowledge the validity of the transactions under the Escrow
Instruction Letter consummated to date.
2. CREATION OF TENDERFOOT PROPERTIES, L.L.C. At Closing, the parties
shall form a Colorado limited liability company to be known as Tenderfoot
Properties, L.L.C., for the purpose of owning and developing Lot 17.
Accordingly, USECC shall contribute to Tenderfoot Properties all of its right,
title and interest in Lot 17, subject to any encumbrances thereon including the
lien securing the Lot 17 Note, for a 27% ownership interest in Tenderfoot
Properties. Contour shall contribute to Tenderfoot Properties all of its right,
title and interest in the engineering, design, financing, plans and existing and
future development expertise involved and invested to date in the apartment
project planned for Lot 17, for a 46% ownership interest in Tenderfoot
Properties. GCP shall contribute to Tenderfoot Properties all of its right,
title and interest in the Lot 17 Note and the Deed of Trust securing the Lot 17
Note, for a 27% ownership interest in Tenderfoot Properties.
3. SALE OF A AND B NOTES AND INTEREST IN TENDERFOOT PROPERTIES. At
Closing, USECC shall assign, sell and transfer to Contour the A Note and all
associated security interests, without recourse, in exchange for a cash payment
of $25,000 and the execution and delivery of a promissory note to USECC by
Contour in the face amount of $454,894.15, in the form of that promissory note
attached hereto as Exhibit "E". In addition at Closing, Crested Corp. shall
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EXHIBIT 10-55
assign, sell and transfer to Contour the B Notes and all associated security
interests, without recourse, in exchange for the execution and delivery of a
promissory note to Crested Corp. by Contour in the face amount of $872,508.02,
in the form of that promissory note attached hereto as Exhibit "F". The
promissory notes to be executed and delivered by Contour hereunder are hereafter
referred to as the "New Notes". The New Notes shall be secured by a pledge of
Contour's interest in Tenderfoot Properties, as evidenced in the form of Pledge
Agreement attached hereto as Exhibit "G", to be executed and delivered at
Closing. Further, in consideration for the New Notes and the resolutions and
releases provided in Paragraph 1 above, USECC shall transfer, assign and convey
all of its right, title and interest in Tenderfoot Properties to Contour at
Closing.
4. CLOSING. The parties shall consummate the transactions contemplated
herein, and deliver executed copies of the documents described herein, effective
December 1, 1996, although such deliveries may occur within five (5) business
days before or after that date. The parties shall take all reasonable actions
necessary and requested to consummate these transactions and give all further
assurances reasonably requested, including the execution and delivery of any
additional documents evidencing or perfecting the transactions.
5. AUTHORITY AND DISCLAIMER OF REPRESENTATIONS. Each individual
executing this Agreement and any of the documents to be executed and delivered
pursuant hereto, represents and warrants that he, and the party he acts on
behalf of, have the requisite authority to enter into and consummate this
Agreement. USECC represents that it has not sold and there is no existing
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EXHIBIT 10-55
assignment, or encumbrance of the A Note or the B Notes. Beyond the express
representations made herein, the parties disclaim any and all other
representations, express or implied, concerning the transactions contemplated
hereunder.
IN WITNESS WHEREOF, the parties execute this Master Resolution Agreement
effective the date written above.
U.S. Energy/Crested Corp. Contour Development Company, L.L.C.
By /s/ MAX T. EVANS By /s/ VAL L. OLSEN
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It SECRETARY/PRESIDENT, RESPECTIVELY Its MANAGING MEMBER
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Gunnison Center Properties, L.L.C.
By /s/ JEFFREY KUHN
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Its MANAGING MEMBER
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