3. Representations and Warranties of Seller 4 3.1. Organization 4 3.2. Authority and Authorization 4 3.3. Enforceability 4 3.4 Conflicts 4 3.5. Contracts 5 3.6. Litigation and Claims 5 3.7. Approvals and Preferential Rights 5 3.8. Compliance with Law...Purchase and Sale Agreement • March 2nd, 2004 • Crested Corp • Operators of nonresidential buildings • Wyoming
CONTRACTServices Agreement • September 15th, 1997 • Crested Corp • Operators of nonresidential buildings • Wyoming
EXHIBIT 10.49 ACQUISITION AGREEMENT BETWEENAcquisition Agreement • September 15th, 1997 • Crested Corp • Operators of nonresidential buildings • Wyoming
AMENDMENT TO PURCHASE AND SALE AGREEMENT ---------------------------------------- BETWEEN HI-PRO PRODUCTION, LLC, AS SELLER ----------------------------------------- AND ROCKY MOUNTAIN, GAS, INC., AS BUYER --------------------------------------- DATED...Purchase and Sale Agreement • March 5th, 2004 • Crested Corp • Operators of nonresidential buildings
AMONGCredit Agreement • March 5th, 2004 • Crested Corp • Operators of nonresidential buildings • New York
EXHIBIT 4.6 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of this _________ day of January, 2001, between U.S. Energy Corp., a Wyoming corporation (the "Corporation") and ______________________. In accordance with its 1998 Stock Option Plan...Stock Option Agreement • August 30th, 2001 • Crested Corp • Operators of nonresidential buildings
EXHIBIT 10.59 CLOSING AGREEMENT THIS AGREEMENT ("Closing Agreement") made as of the 8th day of February, 2001 BETWEEN: ROCKY MOUNTAIN GAS, INC., a body corporate incorporated under the laws of the State of Wyoming (hereinafter referred to as "RMG")Closing Agreement • August 30th, 2001 • Crested Corp • Operators of nonresidential buildings
RECITALSOutsourcing Agreement • September 15th, 1997 • Crested Corp • Operators of nonresidential buildings
BACKGROUNDPurchase and Sale Agreement • September 13th, 2002 • Crested Corp • Operators of nonresidential buildings • Wyoming
EXHIBIT 10.56 MEMBERSHIP PLEDGE AGREEMENT This Membership Pledge Agreement is made this December 1, 1996, by and between Contour Development Company, L.L.C., a Colorado limited liability company, ("DEBTOR") and U.S. ENERGY CORP., a Wyoming...Membership Pledge Agreement • September 15th, 1997 • Crested Corp • Operators of nonresidential buildings • Colorado
AMENDMENT #3 OF JOINT EXPLORATION, DEVELOPMENT AND OPERATING AGREEMENTJoint Exploration, Development and Operating Agreement • February 17th, 2004 • Crested Corp • Operators of nonresidential buildings
Voting Agreement Between And Certain Shareholders of Crested Corp.Voting Agreement • April 13th, 2007 • Crested Corp • Bituminous coal & lignite mining • Wyoming
This Voting Agreement (“Agreement”) is entered into as of January 23, 2007 by and between U.S. Energy Corp., a Wyoming corporation (“USE”); the individual shareholders (the “Individual Shareholders”) of Crested Corp., a Colorado corporation (“Crested”) identified on the signature page; and Crested. Each of USE and the Individual Shareholders are referred to as a “Shareholder;” collectively, those parties are referred to as the “Shareholders.”
EXHIBIT "I" FOURTH AMENDMENT OF MINING VENTURE AGREEMENT AMONG KENNECOTT URANIUM COMPANY, U.S. ENERGY CORP., AND THE USE/CC JOINT VENTUREMining Venture Agreement • September 15th, 1997 • Crested Corp • Operators of nonresidential buildings
AGREEMENTJoint Venture Agreement • May 12th, 2006 • Crested Corp • Bituminous coal & lignite mining • Wyoming
THIS AGREEMENT (“Agreement”) dated May 9, 2006, is between Uranium Power Corp., a British of Columbia corporation ("UPC") and U.S. Energy Corp., a Wyoming corporation ("USE"), and a joint venture between USE and Crested Corp., a Colorado corporation ("Crested"), the joint venture between USE and Crested is referred to herein as "USECC" and USE, Crested and USECC are collectively referred to herein as the "USE Parties".
AGREEMENT AND PLAN OF MERGER dated as of January 23, 2007 by and between U.S. ENERGY CORP., a Wyoming corporation, and CRESTED CORP., a Colorado corporationMerger Agreement • April 13th, 2007 • Crested Corp • Bituminous coal & lignite mining • Wyoming
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 23, 2007 is by and between U.S. Energy Corp., a Wyoming corporation (“Parent”), and Crested Corp., a Colorado corporation (the “Company”).
AMENDED LETTER AGREEMENT #2Purchase and Sales Agreement • January 17th, 2006 • Crested Corp • Bituminous coal & lignite mining
Uranium Power Corp. (“UPC”) entered into a Purchase and Sales Agreement on December 8, 2004 (“Agreement”) with U.S. Energy Corp. (“USE”), Crested Corp. (“Crested”) and a joint venture between USE and Crested (referred to as “USECC”), hereinafter collectively referred to as the “USE Parties”. Paragraph 4 requires UPC to make purchase price payments for the properties on specific dates as specified in the Agreement. UPC and the USE Parties have agreed to make the following changes in Paragraph 4 of the Agreement:
PURCHASE AND SALES AGREEMENT BETWEEN THE PURCHASER: BELL COAST CAPITAL CORP. (“BCCC”) AND THE SELLERS: DECEMBER 8, 2004Purchase and Sales Agreement • April 15th, 2005 • Crested Corp • Bituminous coal & lignite mining • Wyoming
This Purchase and Sales Agreement ("Agreement") is made and en-tered into on this the 8th day of December, 2004, by and between the purchaser: Bell Coast Capital Corp., a British Columbia corporation ("BCCC"), and the sellers: U.S. Energy Corp., a Wyoming corporation (“USE”) and a joint venture between USE and Crested Corp., a Colorado corporation (“Crested”), such joint venture referred to as (“USECC”), the sellers hereinafter collectively referred to as the “USE Parties”.
MINING VENTURE AGREEMENT BETWEEN URANIUM POWER CORP. (FORMERLY “BELL COAST CAPITAL CORP.”) AND and a joint venture between and CRESTED CORP.Mining Venture Agreement • April 15th, 2005 • Crested Corp • Bituminous coal & lignite mining • Wyoming
SETTLEMENT AGREEMENTSettlement Agreement • November 14th, 2006 • Crested Corp • Bituminous coal & lignite mining • Colorado
This Settlement Agreement (“Settlement Agreement”) is entered into and effective as of the 25th day of September 2006, by and between U.S. Energy Corp. and Crested Corp. (“USE/CC”), on the one hand, and Phelps Dodge Corporation, Mt. Emmons Mining Company, and Cyprus AMAX Minerals Company, (collectively “Phelps Dodge”), on the other. In this Settlement Agreement, USE/CC and Phelps Dodge may sometimes be referred to as “the Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2006 • Crested Corp • Bituminous coal & lignite mining • Delaware
This STOCK PURCHASE AGREEMENT, dated September 21, 2006 (this “Agreement”), is by and among U.S. Energy Corporation, a Wyoming corporation (“USE”) and Crested Corp. a Colorado corporation (together with USE, “Sellers”), and DLJ MB Partners III GmbH & Co. KG, a limited company organized under the laws of Germany, DLJ Offshore Partners III, C.V., a partnership organized under the laws of the Netherland Antilles, DLJ Offshore Partners III-1, C.V., a partnership organized under the laws of the Netherland Antilles, DLJ Offshore Partners III-2, C.V., a partnership organized under the laws of the Netherland Antilles, Millennium Partners II, L.P., a Delaware limited partnership, DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership, and MBP III Plan Investors, L.P., a Delaware limited partnership (collectively, “Purchasers”).
ROCKY MOUNTAIN GAS, INC. PRE-ACQUISITION AGREEMENT Dated February 22, 2005Pre-Acquisition Agreement • April 15th, 2005 • Crested Corp • Bituminous coal & lignite mining
ENTERRA ENERGY TRUST, an open-ended unincorporated trust governed by the laws of the Province of Alberta and having an office in the City of Calgary, Alberta (hereinafter called “Enterra”)
AMENDMENT TO AGREEMENTSAmendment to Agreements • April 13th, 2007 • Crested Corp • Bituminous coal & lignite mining
THIS AMENDMENT TO AGREEMENTS effective January 31, 2007, is between Uranium Power Corp., a British Columbia corporation ("UPC") and U.S. Energy Corp., a Wyoming corporation ("USE"), Crested Corp., a Colorado corporation (“Crested”) and a joint venture between USE and Crested; the joint venture between USE and Crested is referred to herein as "USECC" and USE, Crested and USECC are collectively referred to herein as the "USE Parties".
EXHIBIT A TO ASSET PURCHASE AGREEMENT PRODUCTION PAYMENT ROYALTY AGREEMENT SHOOTARING CANYON MILLProduction Payment Royalty Agreement • February 23rd, 2007 • Crested Corp • Bituminous coal & lignite mining • Colorado
THIS PRODUCTION PAYMENT ROYALTY AGREEMENT (“Royalty Agreement”) is made and entered into effective _________, by and between Uranium One Utah, Inc., a Delaware corporation (“Uranium One Utah”), the address of which is 390 Bay Street, Suite 1610 Toronto, ON M5H-2Y, CANADA and U.S. Energy Corp., a Wyoming corporation (“USE”), the address of which is 877 North 8th West, Riverton, WY 82501.
ASSET PURCHASE AGREEMENT Between sxr Uranium One Inc., Uranium One Utah Inc., Uranium One Ventures U.S.A. Inc. and Uranium One Exploration U.S.A. Inc. and U.S. Energy Corp., Crested Corp., USECB Joint Venture (a joint venture between U.S. Energy Corp....Asset Purchase Agreement • February 23rd, 2007 • Crested Corp • Bituminous coal & lignite mining • Colorado
This ASSET PURCHASE AGREEMENT (this “Agreement”) between Uranium One Utah Inc., a Delaware corporation (“Uranium One Utah”), Uranium One Ventures U.S.A. Inc., a Delaware corporation (“Uranium One Ventures”), and Uranium One Exploration U.S.A. Inc., a Delaware corporation (“Uranium One Exploration”) (each of Uranium One Utah, Uranium One Ventures and Uranium One Exploration, a “Buyer”, and collectively, “Buyers”), sxr Uranium One Inc., a Canadian corporation (“Uranium One”) (Uranium One and each Buyer, a “Buyer Party”, and collectively, “Buyer Parties”), U.S. Energy Corp., a Wyoming corporation (“USE”), Crested Corp., a Colorado corporation (“Crested”), USECB joint venture, a joint venture between USE and Crested commonly referred to as USE/CC (“USE/CC”), Plateau Resources Limited, a dissolved Utah corporation (“Old Plateau”), Plateau Resources Limited, Inc., a Utah corporation (“New Plateau”) and U.S. Uranium Ltd., a Wyoming corporation (“USUL”) (each of USUL, USE, Crested, USE/CC, Old
KENNECOTT URANIUM COMPANY Mortgagor and KENNECOTT ENERGY COMPANY Mortgagee ------------------------------ MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PROCEEDS, RENTS AND LEASES ------------------------------Mortgage, Security Agreement, Financing Statement and Assignment of Proceeds, Rents and Leases • September 15th, 1997 • Crested Corp • Operators of nonresidential buildings
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 6th, 2007 • Crested Corp • Bituminous coal & lignite mining
Whereas, U.S. Energy Corp. (“USE”) and Crested Corp. (“Crested”) entered into an Agreement and Plan of Merger (the “Agreement”) as of January 23, 2007; and
Amendment to Pre-Acquisition AgreementPre-Acquisition Agreement • April 13th, 2006 • Crested Corp • Bituminous coal & lignite mining
This Amendment to Pre-Acquisition Agreement (the “Amendment”) is made effective as of May 20, 2005, among Enterra Energy Trust, an open-ended unincorporated trust governed by the laws of the Province of Alberta and having an office in the City of Calgary, Alberta (hereinafter called “Enterra”); Rocky Mountain Gas, Inc., a body corporate incorporated under the laws of the State of Wyoming and having an office in the City of Riverton, Wyoming (hereinafter called “RMG”); U.S. Energy Corp., a body corporate incorporated under the laws of the State of Wyoming and having an office in the City of Riverton, Wyoming (hereinafter called “USE”); and Crested Corp., a body corporate incorporated under the laws of the State of Wyoming and having an office in the City of Riverton, Wyoming (hereinafter called “Crested”). Together, Enterra, RMG, USE and Crested are sometimes referred to herein as the “parties.”
