SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
-----------------------------------------------
BETWEEN HI-PRO PRODUCTION, LLC, AS SELLER, AND
----------------------------------------------
ROCKY MOUNTAIN GAS, INC., AS BUYER, DATED DECEMBER 18, 2003
-----------------------------------------------------------
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT between HI-PRO
PRODUCTION, LLC, as Seller ("Hi-Pro") and ROCKY MOUNTAIN GAS, INC., as Buyer
("RMG") is dated effective January 20, 2004.
WITNESSETH, that
WHEREAS, the Parties entered into that certain Agreement for Purchase and
Sale dated December 18, 2003, and did also enter into an Amendment thereto dated
December 30, 2003; and
WHEREAS, in light of certain issues involving the volume of gas production
from Hi-Pro's properties, the Parties desire to enter into this Second
Amendment.
NOW, THEREFORE, it is agreed by and between the Parties as follows:
1. Paragraph 2.1 of the Agreement for Purchase and Sale, as amended in its
entirety by that certain Amendment dated December 30, 2003, shall be
further amended to provide as follows:
"The Purchase Price for the Gas Properties, subject to adjustment as
provided in Section 2.2, shall be $6.8 million (the "Purchase Price"),
of which the Buyer has made a down payment of $375,000, leaving a
remaining Purchase Price to be paid at closing of $6,425,000, to
consist of:
(A) Cash at closing of $4,625,000.
(B) Promissory Note in the principal sum of $500,000, due in
30 days, without interest, to accrue interest after the due
date at 10% per annum, secured by 166,667 shares of U.S.
Energy Corp. common stock, said Promissory Note to be
executed by the Buyer and U.S. Energy Corp.
(C) 200,000 shares of U.S. Energy Corp. stock.
(D) 233,333 shares of unregistered stock of Buyer.
The remaining Purchase Price as adjusted pursuant to Section
2.2 is referred to in this Agreement as the "Adjusted
Purchase Price".
2. The entire remaining down payment previously paid into escrow pursuant
to Paragraph 2.1.1 of the Agreement for Purchase and Sale shall forthwith
be paid to the Seller by the First National Bank, Buffalo, Wyoming.
3. Paragraph 2.1.3 shall be amended to apply to 200,000 shares of U.S.
Energy common stock.
4. The provisions of Paragraph 7.6 of the Agreement for Purchase and Sale
shall be deleted.
5. Except as amended by this Second Amendment, the Parties reaffirm their
Agreement for Purchase and Sale dated December 18, 2003, as amended
December 30, 2003.
6. This Agreement may be signed in counterpart and exchanged via facsimile.
DATED this 20th day of January, 2003.
SELLER: HI-PRO PRODUCTION, LLC
BY: /s/ Xxxxxx X. Xxxxxxxxxx
XXXXXX X. XXXXXXXXXX - PRESIDENT
BUYER: ROCKY MOUNTAIN GAS, INC.
BY: /s/ Xxxx Xxxxxx
XXXX XXXXXX - PRESIDENT
U.S. ENERGY CORP.
BY: /s/ Xxxxx Xxxxxx
XXXXX XXXXXX - PRESIDENT
