CREDIT AGREEMENTCredit Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of January 5, 2022, is among U.S. ENERGY CORP., a corporation organized under the laws of the State of Wyoming (the “Borrower”), each of the Lenders from time to time party hereto and FIRSTBANK SOUTHWEST (in its individual capacity, “FBSW”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
NOMINATING AND VOTING AGREEMENTNominating and Voting Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
This Nominating and Voting Agreement (this “Agreement”), is made and entered into as of January 5, 2022, by and among U.S. Energy Corp., a Wyoming corporation (the “Company”); Lubbock Energy Partners LLC, a Texas limited liability company (“Lubbock”); Synergy Offshore LLC, a Texas limited liability company (“Synergy”); and Banner Oil & Gas, LLC, a Delaware limited liability company (“Banner”), Woodford Petroleum, LLC, a Delaware limited liability company (“Woodford”), and Llano Energy LLC, a Delaware limited liability company (“Llano”, and together with Banner and Woodford, collectively, the “Sage Road Entities”), each a “Party” and collectively, the “Parties”. Lubbock, Synergy and the Sage Road Entities are each referred to as a “Seller Party” and collectively referred to as the “Seller Parties”.
UNCONDITIONAL GUARANTYJoinder Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
THIS UNCONDITIONAL GUARANTY (this “Guaranty”) dated as of January 5, 2022, is made by each of the undersigned Subsidiaries and Affiliates of U.S. ENERGY CORP., a corporation organized under the laws of the State of Wyoming (“Borrower”), whether as an original signatory hereto or as an Additional Guarantor pursuant to Section 20 hereof (together with each such Person’s respective heirs, executors, personal representatives, permitted successors and permitted assigns, collectively, “Guarantors” and individually, a “Guarantor”), in favor of FIRSTBANK SOUTHWEST, as Administrative Agent for the benefit of the Secured Parties as defined in the Agreement (in such capacity, “Administrative Agent”), and is executed and delivered pursuant to that certain Credit Agreement of even date herewith (as same may be amended, restated or modified from time to time, the “Agreement”) among Administrative Agent, the Lenders party thereto and Borrower.
Synergy Producing Properties, LLCFarmout Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
This letter shall put into writing the farmout agreement (the “Agreement”) between U.S. Energy Corp, a Wyoming corporation (“Farmor”) and Synergy Offshore, LLC, a Texas limited liability company (“Farmee”) hereto covering certain properties located in Glacier and Toole Counties, Montana. On October 4, 2021, Farmee entered into a Purchase and Sale Agreement (“PSA”) with Farmor in which Farmee conveyed to Farmor, among other assets, all right title and interest in and to Farmee’s producing properties located in Montana. With specific reference to said PSA, and subject to the terms and conditions set out below, Farmor hereby agrees to farmout back to Farmee certain rights in and to the specific properties located in Glacier and Toole Counties, Montana (“Farmout Properties”), the legal descriptions of which set forth in Exhibit “A”, attached hereto, and the units, leases and wells associated with the properties set forth in Exhibit “B” hereto.
CONTRIBUTION AGREEMENTContribution Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), is made and entered into as of January 5, 2022, by and among U.S. Energy Corp., a Wyoming corporation (the “Company”); Lubbock Energy Partners LLC, a Texas limited liability company (“Lubbock”); Synergy Offshore LLC, a Texas limited liability company (“Synergy”); and Banner Oil & Gas, LLC, a Delaware limited liability company (“Banner”), Woodford Petroleum, LLC, a Delaware limited liability company (“Woodford”), and Llano Energy LLC, a Delaware limited liability company (“Llano”, and together with Banner and Woodford, collectively, the “Sage Road Entities”), each a “Party” and collectively, the “Parties”. Lubbock, Synergy and the Sage Road Entities are each referred to as a “Seller Party” and collectively referred to as the “Seller Parties”.
SECURITY AGREEMENTSecurity Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas
THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of January 5, 2022, by and among U.S. ENERGY CORP., a corporation organized under the laws of the State of Wyoming (“Borrower”), each of the undersigned Subsidiaries and Affiliates of Borrower, whether as an original signatory hereto or as an Additional Debtor (together with each such Person’s respective permitted successors and permitted assigns, collectively, “Debtors” and individually, a “Debtor”), in favor of FIRSTBANK SOUTHWEST, as Administrative Agent for the benefit of the Secured Parties as defined in the Agreement referred to below (in such capacity, “Administrative Agent”), and is executed and delivered pursuant to that certain Credit Agreement of even date herewith (as same may be amended, restated or modified from time to time, the “Agreement”) among Borrower, the Lenders party thereto, and Administrative Agent.
REGISTRATION RIGHTS AGREEMENT by and among U.S. ENERGY CORPORATION and THE STOCKHOLDERS PARTY HERETORegistration Rights Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2022 by and between U.S. Energy Corporation, a Wyoming corporation (“USEG”), and the parties set forth on Schedule A hereto, which have also signed a signature page of this Agreement under the heading “Holders”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
This Transition Services Agreement (this “Agreement”), dated as of January 5, 2022 (the “Execution Date”), is by and between Banner Oil & Gas, LLC, a Delaware limited liability company (“Contractor”) and U.S. Energy Corporation, a Wyoming corporation (“Owner”). Contractor and Owner are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not described herein shall have the meanings ascribed to such terms in the Purchase Agreement (as hereinafter defined).
NOTENote • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas
This Note is one of the Notes referred to in the Credit Agreement dated as of January 5, 2022, among the Borrower, the Administrative Agent, and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 10th, 2022 • Us Energy Corp • Crude petroleum & natural gas • Texas
THIS INTERCREDITOR AGREEMENT (as the same has been or may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 5, 2022 by and among NEXTERA ENERGY MARKETING, LLC, a Delware limited liability company (“Nextera”, and together with each other Person that becomes a Swap Counterparty pursuant to a Joinder Supplement, collectively, the “Swap Counterparties”, and each, a “Swap Counterparty”), U.S. ENERGY CORP., a Wyoming corporation (the “Borrower”), and FIRSTBANK SOUTHWEST (“FBSW”), with FBSW acting: (i) as the Administrative Agent for the Lenders and certain other secured parties from time to time under the Credit Agreement (defined below), and (ii) as the Collateral Agent (defined below) for the benefit of the Creditors hereunder. Definitions for other terms related to this Agreement are set forth following the recitals found below.
