SECURITY AGREEMENT (All Personal Property)Security Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT is made and entered into as of ___________, 2008, by KY USA ENERGY, INC., a Kentucky corporation, with an address at 321 Somerset Road, London, Kentucky 40741 (“Debtor”), in favor of NSES 12, LLC, a Delaware limited liability company, with an address at 38 Grove Street, Building C, Ridgefield, Connecticut 06877 (“Secured Party”).
SUBORDINATION AGREEMENTSubordination Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Subordination Agreement (this “Subordination Agreement”) is dated [___________, 2008], by and among ___________________, a company organized under the laws of the _______________, whose address is _____________________________ (“Second Lien Investor”), KY USA ENERGY, INC., a Kentucky corporation, whose address is 321 Somerset Road, London, Kentucky 40741 (“Borrower”), and NSES 12, LLC, a Delaware limited liability company, whose address is 38 Grove Street, Building C, Ridgefield, Connecticut 06877 (“Senior Creditor”).
SUBORDINATION AGREEMENT (KY USA ENERGY, INC.)Subordination Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Subordination Agreement (this “Subordination Agreement”) is dated ____________, 2008, by and among KENTUCKY USA ENERGY, INC., a Delaware corporation, having an address of 321 Somerset Road, London, Kentucky 40741 (“Subordinated Creditor”), KY USA ENERGY, INC., a Kentucky corporation (“Borrower”), having an address of 321 Somerset Road, London, Kentucky 40741, and NSES 12, LLC, a Delaware limited liability company (“Lender”), having an address of 38 Grove Street, Building C, Ridgefield, Connecticut 06877.
SUPPLEMENTAL FARM- OUT ASSIGNMENTKentucky USA Energy, Inc. • July 1st, 2008 • Crude petroleum & natural gas
THIS FARM-OUT ASSIGNMENT made and entered into this the 10th day of December, 2007, by and between K & D ENERGY, a Kentucky Partnership, by Partners, Danny Thomasson, of P. O. Box 360, Bremen, Kentucky 42325, and Keith Conn, 85 Tyson Lane, Dunmore, Kentucky 42339, being all partners in the partnership, hereinafter ASSIGNOR and KY USA ENERGY, INC., C/O Steve Eversole, 321 Somerset Road, London, Kentucky 40741, hereinafter ASSIGNEE;
SENIOR SECURED CREDIT AGREEMENT BETWEEN KY USA ENERGY, INC., a Kentucky corporation, AND NSES 12, LLC, a Delaware limited liability company Dated Effective as of June ____, 2008Senior Secured Credit Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
THIS SENIOR SECURED CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the ___ day of June, 2008 by and among KY USA ENERGY, INC., a Kentucky corporation (“Borrower”), and NSES 12, LLC, a Delaware limited liability company (“Lender”).
FARM-OUT ASSIGNMENT OF CORRECTION (Correcting prior Assignments dated October 4, 2007 and December 10, 2007)Kentucky USA Energy, Inc. • July 1st, 2008 • Crude petroleum & natural gas
THIS FARM-OUT ASSIGNMENT OF CORRECTION made and entered into this the 18th day of June, 2008, by and between K & D ENERGY, a Kentucky Partnership, by Partners, Danny Thomasson, of P. O. Box 360, Bremen, Kentucky 42325, and Keith Conn, 85 Tyson Lane, Dunmore, Kentucky 42339, being all partners in the partnership, hereinafter ASSIGNOR and KY USA ENERGY, INC., C/O Steve Eversole, 321 Somerset Road, London, Kentucky 40741, hereinafter ASSIGNEE;
LEASEHOLD MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT from KY USA ENERGY, INC. (Federal Income Tax Identification No. [________]) (Grantor and Debtor) to NSES 12, LLC (Federal Income Tax Identification No....Security Agreement and Financing Statement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
THIS INSTRUMENT COVERS MINERALS, AS-EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL AND GAS). THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OF THE COUNTY RECORDERS OF THE COUNTIES LISTED ON EXHIBIT A HERETO. THE GRANTOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH INTEREST IS DESCRIBED IN EXHIBIT A ATTACHED HERETO.
FARM- OUT ASSIGNMENTKentucky USA Energy, Inc. • July 1st, 2008 • Crude petroleum & natural gas
THIS FARM-OUT ASSIGNMENT made and entered into this the 4th day of October, 2007, by and between K & D ENERGY, a Kentucky Partnership, by Partners, Danny Thomasson, of P. O. Box 360, Bremen, Kentucky 42325, and Keith Conn, 85 Tyson Lane, Dunmore, Kentucky 42339, being all partners in the partnership, hereinafter ASSIGNOR and KY USA ENERGY, INC., C/O Steve Eversole, 321 Somerset Road, London, Kentucky 40741, hereinafter ASSIGNEE;
TERM NOTETerm Note • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
This Note is a Term Note as referred to in, and is subject to and is entitled to the benefits of, that certain Senior Secured Credit Agreement dated as of ______________, 2008, by and between Borrower and Lender (as amended, supplemented or modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. If this Note shall be collected by legal proceedings or through a bankruptcy court, or shall be placed in the hands of an attorney for collection after default or maturity (regardless of how maturity is brought about), the Borrower agrees to pay all costs of collection, including reasonable attorneys’ fees.
FORM OF GUARANTY AGREEMENTGuaranty Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
THIS GUARANTY AGREEMENT (“Guaranty”) dated ______________, 2008, is executed and delivered by KENTUCKY USA ENERGY, INC., a Delaware corporation (“Guarantor”), to NSES 12, LLC, a Delaware limited liability company (“Lender”), pursuant to the Credit Agreement (defined below). Capitalized terms used but not defined in this Guaranty have the meanings given them in the Credit Agreement (defined below).
