CREDIT FACILITY
$300,000.00 August 3, 1993
Riverton, Wyoming
In consideration for making Three Hundred Thousand Dollars
($300,000.00) available from The Brunton Company, 620 East Monroe
Avenue, Riverton, Wyoming 82501, to U.S. Energy Corp., a Wyoming
corporation with offices at 877 North 8th West, Riverton, Wyoming
82501, the Parties agree to the following terms. U.S. Energy Corp.
("Maker") may borrow from The Brunton Company ("Payee") up to
$300,000.00 during the next 90 days. Each borrowing shall be
evidenced by a promissory note duly executed by Maker with a
promise to pay Payee all such draw-downs up to $300,000.00, plus
interest thereon at the rate of ten percent (10%) per annum from
the date of such note(s) and due on or before October 19, 1993
(hereafter "Maturity").
All or any portion of the principal of and accrued interest on
the promissory note(s), may be paid in cash or with securities as
herein provided at the option of Payee. If Payee elects to receive
common stock of U.S. Energy Corp., Maker shall deliver to The
Brunton Company up to 100,000 shares of the $.01 par value common
stock of U.S. Energy Corp. fully paid and nonassessable with
restrictions as to transfer, on the basis of $3.00 per share. It
is understood that if Maker only borrows a portion of the
$300,000.00, then the number of shares that may be issued upon
request of Payee, shall be based on $3.00 per share to pay or apply
to such indebtedness. At any time before Maturity or an offer by
Maker to pay back all or a part of the loan, Payee shall give Maker
notice of its election within five (5) days of such notice from
Payee that it intends to take all or part of the shares of Maker's
stock in lieu of cash to pay on the borrowings. The Borrowings
shall be payable in Maker's stock only upon notice from Payee to
Maker of such election, which notice shall specify how much of the
borrowings are to be paid in stock and how much in cash.
As soon a practicable after Payee's notice, Maker shall cause
the shares to be issued and delivered to Payee and upon further
notice from Payee of its election to have the shares registered,
Maker shall register such common shares under the law to permit the
public sale thereof. Maker shall maintain such registration for so
long as Payee owns Ten Thousand (10,000) or more of such shares.
All legal, accounting and related expenses of such registration
shall be paid shared equally by Payee and Maker.
DATED, this 2nd day of August, 1993.
MAKER
U.S. ENERGY CORP.
JOHN L. LARSEN, President
MAX T. EVANS, Secretary
The terms of the above Credit Facility are accepted this
day of August, 1993.
THE BRUNTON COMPANY
By:
Title:
PROMISSORY NOTE
$200,000.00 Issued as of the 5th day of August, 1993
Riverton, Wyoming
FOR VALUE RECEIVED, U.S. ENERGY CORP., a Wyoming corporation in
good standing (Debtor), hereby promises to pay to the order of THE
BRUNTON COMPANY a Wyoming Corporation ("Creditor") (in lawful money
of the United States of America, or with equal value as otherwise
expressly permitted herein) at the office of Creditor located at
620 East Monroe, Riverton, Wyoming, 82501., or at such other place
as Creditor or a future holder hereof, the principal sum of Two
Hundred Thousand dollars and No cents ($200,000.00), together with
interest on the unpaid principal balance hereof, all as specified
below.
This Promissory Note ("Note") has been issued pursuant to a Credit
Facility Agreement dated as of the 2nd day of August, 1993, between
Debtor and Creditor (the "Credit Agreement"). All capitalized
terms used herein and not otherwise defined herein shall have the
meanings indicated in the Credit Agreement.
All interest accruing at the annual percentage rates specified
herein shall be calculated on the basis of a 360-day year and
actual days elapsed, and any such accrued interest which is not
paid when due shall be added to unpaid principal and shall
thereafter bear interest in the same manner as the unpaid principal
balance hereof. Additionally, notwithstanding any provision of
this Note, it is the intent and agreement of Debtor, in the event
any obligation to pay interest specified herein is found to violate
any applicable law or regulation, that this Note shall be construed
or deemed amended so that the interest is reduced to the extent
necessary to comply with such applicable law or regulation.
1. PAYMENTS OF PRINCIPAL AND INTEREST
1.1 Interest Rate and Maturity Date During the term hereof, the
principal amount hereof, from time to time outstanding, shall bear
interest at the rate of 10.0% per annum. The principal amount,
with accrued interest, shall be paid pursuant to the Credit
Agreement in either cash, or $.01 par value common stock of Debtor
or a combination thereof at Creditor's option more fully provided
in the Credit Agreement. The principal and interest shall be paid
in full on or before October 19, 1993 (the "Maturity Date").
2. EVENTS OF DEFAULT and DEFAULT INTEREST
The failure to cure any default in the payment of principal and
interest due pursuant to the terms hereof within five (5) days
after such default, shall be deemed to be an event of default
("Event of Default") hereunder and under the Credit Agreement. Any
amount which is not paid as of the expiration of five (5) days
after its due date shall, together with the remaining unpaid
principal balance hereof, thereafter bear interest at the
alternative rate (rather than the Standard Rate otherwise
applicable hereunder) and in addition to any other amounts payable
hereunder by reason thereof equal to twelve percent (12%) per annum
(the "Default Rate"), until the Event of Default is fully cured.
3. MISCELLANEOUS PROVISIONS
3.1 Attorneys' Fees Should suit be brought to enforce, interpret
or collect any part of this Note, the prevailing party shall be
entitled to recover, as an element of the costs of suit and not as
damages, reasonable attorneys' fees and other costs of enforcement
and collection.
3.2 Choice of Law and Forum THIS NOTE SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
WYOMING, U.S.A., INCLUDING, WITHOUT LIMITATION, ANY WYOMING LAWS
GOVERNING USURY OR PERMISSIBLE RATES OF INTEREST. EXCEPT AS SET
FORTH BELOW, DEBTOR HEREBY AGREES THAT ANY SUIT TO ENFORCE ANY
PROVISION OF, OR TO COLLECT THIS NOTE SHALL BE BROUGHT IN THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF WYOMING OR THE
DISTRICT COURT FOR THE COUNTY OF FREMONT-NINTH JUDICIAL DISTRICT,
WYOMING, U.S.A. EACH PARTY HEREBY AGREES THAT SUCH COURTS SHALL
HAVE EXCLUSIVE IN PERSONAM JURISDICTION AND VENUE WITH RESPECT TO
SUCH PARTY, AND EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE IN
PERSONAM JURISDICTION AND VENUE OF SUCH COURTS. IN ADDITION TO THE
FOREGOING, CREDITOR OR A HOLDER, AT ITS SOLE OPTION, MAY COMMENCE
ANY SUCH SUIT IN ANY JURISDICTION IN WHICH DEBTOR HAS HIS RESIDENCE
OR WHERE ANY COLLATERAL SECURING THIS NOTE IS LOCATED.
DEBTOR: U.S. ENERGY CORP.
ATTEST:
JOHN L. LARSEN, President
MAX T. EVANS, Secretary
ACKNOWLEDGEMENT
STATE OF WYOMING )
)ss.
COUNTY OF FREMONT )
On this day of August, 1993, personally appeared
before me JOHN L. LARSEN who being by me duly sworn did say
that he is the President of U.S. Energy Corp. and duly
acknowledged that said instrument was signed on behalf of said
company by authority of its bylaws or a resolution of its board of
directors and said JOHN L. LARSEN duly acknowledged to me
that said company executed the same.
My Commission Expires:
Notary Public
(NOTARY SEAL)
PROMISSORY NOTE
$100,000.00 Issued as of the 13th day of August, 1993
Riverton, Wyoming
FOR VALUE RECEIVED, U.S. ENERGY CORP., a Wyoming corporation in
good standing (Debtor), hereby promises to pay to the order of THE
BRUNTON COMPANY a Wyoming Corporation ("Creditor") (in lawful money
of the United States of America, or with equal value as otherwise
expressly permitted herein) at the office of Creditor located at
620 East Monroe, Riverton, Wyoming, 82501., or at such other place
as Creditor or a future holder hereof, the principal sum of One
Hundred Thousand dollars and No cents ($100,000.00), together with
interest on the unpaid principal balance hereof, all as specified
below.
This Promissory Note ("Note") has been issued pursuant to a Credit
Facility Agreement dated as of the 2nd day of August, 1993, between
Debtor and Creditor (the "Credit Agreement"). All capitalized
terms used herein and not otherwise defined herein shall have the
meanings indicated in the Credit Agreement.
All interest accruing at the annual percentage rates specified
herein shall be calculated on the basis of a 360-day year and
actual days elapsed, and any such accrued interest which is not
paid when due shall be added to unpaid principal and shall
thereafter bear interest in the same manner as the unpaid principal
balance hereof. Additionally, notwithstanding any provision of
this Note, it is the intent and agreement of Debtor, in the event
any obligation to pay interest specified herein is found to violate
any applicable law or regulation, that this Note shall be construed
or deemed amended so that the interest is reduced to the extent
necessary to comply with such applicable law or regulation.
1. PAYMENTS OF PRINCIPAL AND INTEREST
1.1 Interest Rate and Maturity Date During the term hereof, the
principal amount hereof, from time to time outstanding, shall bear
interest at the rate of 10.0% per annum. The principal amount,
with accrued interest, shall be paid pursuant to the Credit
Agreement in either cash, or $.01 par value common stock of Debtor
or a combination thereof at Creditor's option more fully provided
in the Credit Agreement. The principal and interest shall be paid
in full on or before October 19, 1993 (the "Maturity Date").
2. EVENTS OF DEFAULT and DEFAULT INTEREST
The failure to cure any default in the payment of principal and
interest due pursuant to the terms hereof within five (5) days
after such default, shall be deemed to be an event of default
("Event of Default") hereunder and under the Credit Agreement. Any
amount which is not paid as of the expiration of five (5) days
after its due date shall, together with the remaining unpaid
principal balance hereof, thereafter bear interest at the
alternative rate (rather than the Standard Rate otherwise
applicable hereunder) and in addition to any other amounts payable
hereunder by reason thereof equal to twelve percent (12%) per annum
(the "Default Rate"), until the Event of Default is fully cured.
3. MISCELLANEOUS PROVISIONS
3.1 Attorneys' Fees Should suit be brought to enforce, interpret
or collect any part of this Note, the prevailing party shall be
entitled to recover, as an element of the costs of suit and not as
damages, reasonable attorneys' fees and other costs of enforcement
and collection.
3.2 Choice of Law and Forum THIS NOTE SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
WYOMING, U.S.A., INCLUDING, WITHOUT LIMITATION, ANY WYOMING LAWS
GOVERNING USURY OR PERMISSIBLE RATES OF INTEREST. EXCEPT AS SET
FORTH BELOW, DEBTOR HEREBY AGREES THAT ANY SUIT TO ENFORCE ANY
PROVISION OF, OR TO COLLECT THIS NOTE SHALL BE BROUGHT IN THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF WYOMING OR THE
DISTRICT COURT FOR THE COUNTY OF FREMONT-NINTH JUDICIAL DISTRICT,
WYOMING, U.S.A. EACH PARTY HEREBY AGREES THAT SUCH COURTS SHALL
HAVE EXCLUSIVE IN PERSONAM JURISDICTION AND VENUE WITH RESPECT TO
SUCH PARTY, AND EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE IN
PERSONAM JURISDICTION AND VENUE OF SUCH COURTS. IN ADDITION TO THE
FOREGOING, CREDITOR OR A HOLDER, AT ITS SOLE OPTION, MAY COMMENCE
ANY SUCH SUIT IN ANY JURISDICTION IN WHICH DEBTOR HAS HIS RESIDENCE
OR WHERE ANY COLLATERAL SECURING THIS NOTE IS LOCATED.
DEBTOR: U.S. ENERGY CORP.
ATTEST:
JOHN L. LARSEN, President
MAX T. EVANS, Secretary
ACKNOWLEDGEMENT
STATE OF WYOMING )
)ss.
COUNTY OF FREMONT )
On this day of August, 1993, personally appeared
before me JOHN L. LARSEN who being by me duly sworn did say
that he is the President of U.S. Energy Corp. and duly
acknowledged that said instrument was signed on behalf of said
company by authority of its bylaws or a resolution of its board of
directors and said JOHN L. LARSEN duly acknowledged to me
that said company executed the same.
My Commission Expires:
Notary Public
(NOTARY SEAL)