H. OTHER LIABILITIES AND DEBT

As of December 31, 2013 and 2012, USE had current and long term liabilities associated with the following funding commitments:

	(In thousands)
	December 31,		December 31,
	2013		2012
Other liabilities and debt:
Other liabilities
Deferred rent	$	11	$	12
Remington Escrow		95		--
Employee health insurance self funding		58		32
	$	164	$	44

Other long term liabilities:
Accrued executive retirement costs	$	741	$	771

Debt:
Credit Facility - collateralized by
oil and gas reserves, at 2.46%	$	9,000	$	10,000
Long term Debt
Real estate note - collateralized by
property, interest at 5.5%		--		9,621
Real estate note - collateralized by
property, interest at 6%		--		200
		9,000		19,821
Less current portion		--		(526	)
Totals	$	9,000	$	19,295

Wells Fargo Reserve Credit Facility

On July 30, 2010, USE established a Senior Secured Revolving Credit Facility (the “Facility”) to borrow up to $100 million from a syndicate of banks, financial institutions and other entities, including BNP Paribas, who was replaced as a lender by Wells Fargo Bank, NA (“Wells Fargo”) on April 24, 2012. At present, Wells Fargo is the only lender under the Facility. In the future, the facility may include other members of a lending syndicate (the “Lenders”) as provided for in the Facility. Wells Fargo also is the administrative agent for the Facility, which is governed by the following documents: Credit Agreement; Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement (the “Mortgage”); and Guaranty and Pledge Agreement (the “Guaranty”), which are referred to below together as the “Facility Documents.” The following summarizes the principal provisions of the Facility as set forth in the Facility Documents. The summary is qualified by reference to the complete text of the documents.

USE’s wholly-owned subsidiary, Energy One, is the borrower under the Facility. USE has assigned to Energy One all of its rights, title and interest in certain oil and gas properties and equipment related thereto, rights under various operating agreements, proceeds from sale of production and from sale or other disposition of the properties. USE also has unconditionally and irrevocably guaranteed Energy One’s performance of its obligations under the Credit Agreement, including without limitation Energy One’s payment of all borrowings and related fees thereunder.

From time to time until expiration of the Facility (July 30, 2017), if Energy One is in compliance with the Facility Documents, Energy One may borrow, pay, and re-borrow funds from the Lenders, up to an amount equal to the Borrowing Base, which was initially established at $12 million. The Borrowing Base is redetermined semi-annually, taking into account updated reserve reports prepared by USE’s independent reserve engineers. Any proposed increase in the Borrowing Base will require approval by all Lenders in the syndicate (presently only Wells Fargo), and any proposed Borrowing Base decrease will require approval by Lenders holding not less than two-thirds of outstanding loans and loan commitments.

Interest is payable quarterly at the greater of the Prime Rate, the Federal Funds Effective Rate (plus 0.5%), and the adjusted LIBO rate (as those terms are defined in the Credit Agreement) for the three prior months, plus, an additional 2.25% to 3.25%, depending on the amount of the loan relative to the Borrowing Base. Interest rates on outstanding loans are adjustable each day by Wells Fargo as administrative agent. Energy One may prepay principal at any time without premium or penalty, but all outstanding principal will be due on July 30, 2017. If there is a decrease in the Borrowing Base, the excess of outstanding loans over the Borrowing Base will be due over the six months following the redetermination. We pay Wells Fargo a fee each time the Borrowing Base is increased.

In addition, on a quarterly basis, Energy One will pay Wells Fargo, for the account of each Lender (as applicable), a commitment fee of 0.50% of the unused amount of each Lender’s lending commitment, computed daily until July 30, 2017.

Energy One is required to comply with customary affirmative covenants and with certain negative covenants. The principal negative financial covenants (measured at various times as provided in the Credit Agreement) do not permit (i) the Interest Coverage Ratio (Interest Expense to EBITDAX) to be less than 3.0 to 1; (ii) Total Debt to EBITDAX to be greater than 3.5 to 1; and (iii) the Current Ratio (current assets plus unused lender commitments under the Borrowing Base) to be less than 1.0 to 1.0. EBITDAX is defined in the Credit Agreement as Consolidated Net Income, plus non-cash charges. At December 31, 2013, Energy One was in compliance with all the affirmative and negative covenants.

If Energy One fails to pay interest or principal when due, or fails to comply with the covenants in the Credit Agreement (after a reasonable cure period, if applicable), Wells Fargo as Administrative Agent may (and shall, if requested by the Majority Lenders (Lenders holding not less than 2/3rds of the outstanding loan principal), declare the loans immediately due, and foreclose on Energy One’s assets and enforce USE’s guaranty.

As of December 31, 2013, the Borrowing Base was $25.0 million and we had borrowed $9.0 million under the Facility. The Company’s outstanding balance under the Credit Agreement as of the date of this report is $9.0 million.

Real Estate Notes

In December 2008, USE and Thompson Creek Metals (“TCM”) jointly purchased land for $4.0 million ($2.0 million paid in January 2009, $400,000 annually for five years thereafter). USE was responsible for one-half the purchase price. As of December 31, 2013, USE had paid $2.0 million for its half of the acquisition in full. On January 21, 2014, the Company acquired TCM’s 50% interest in the property for $1.2 million (see Subsequent Event Footnote N).

On May 5, 2011, USE borrowed $10.0 million from a commercial bank against Remington Village. This debt was retired on September 11, 2013 when Remington Village was sold.