Amendment to Pre-Acquisition
Agreement
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 .”
Terms not
defined in this Amendment have the meanings defined in the
Pre-Acquisition Agreement (the “ Agreement
”).
|
A.
|
The parties
have signed the “Agreement” dated February 22,
2005
|
|
B.
|
The parties by
this Amendment wish to change certain provisions of the
Agreement
|
Now
Therefore in Consideration of the mutual covenants hereinafter set out, and
of the mutual covenants set out in the Agreement, the parties
hereby agree that the following sections of the Agreement (all of
which is incorporated herein by reference) are amended as
follows:
|
1.1.2
|
$6,000,002 of
the consideration shall be paid by the Deposit ($500,000) and
289,474 Trust Units ($5,500,002 at $19.00 per Trust Unit). The
number of Initial Units to be issued on consummation of the Share
Exchange Plan shall be reduced for the difference between $266,000
and the amount USE pays to purchase the overriding royalty
interests (hereafter referred to as the “ Initial
Units ”).
|
|
1.1.8
|
Clause (i) is
clarified to state that “the completion of the Share Exchange
Plan (to be the day on which articles of share exchange are filed
with the Wyoming Secretary of State, which articles shall be
transmitted to the Secretary of State on the day of the Meeting,
for filing on the calendar day following the Meeting).” The
date in clause (iii) is changed to be June 1, 2005. The second
sentence is changed to read “Subject to the satisfaction or
waiver of the conditions set forth in Schedule “A”
hereto, Enterra will take up and pay for all RMG Shares on June 1,
2005.”
|
|
1.1.5
|
Initial Units
is substituted for “cash.” The number of Initial Units
which otherwise would be issued to USE based on its percentage
ownership of RMG Shares shall be reduced by 26,316 (equal to
$500,000 divided by $19.00). USE may pay off some of the Geddes
Loan by transfer to Geddes and Company of a portion of the Initial
Units which USE shall receive for its RMG Shares, subject to
receipt by Enterra of applicable representations and warranties by
Geddes.
|
|
