Kentucky USA Energy, Inc. Watch

from 8-K 4 pages For Value Received, the Undersigned, Ky USA Energy, Inc., a Kentucky Corporation (The “Borrower”), Hereby Promises to Pay in Accordance With the Credit Agreement Referred to Below, to the Order of Nses 12, LLC, a Delaware Limited Liability Company (The “Lender”), the Principal Sum of Ten Million and No/100 Dollars ($10,000,000), or So Much Thereof as May Be Advanced to the Borrower From Time to Time in Immediately Available Funds, Together With Interest on the Unpaid Principal Balance of This Term Note (This “Note”) From Time to Time Outstanding at the Rate Per Annum and in the Manner Set Forth in the Credit Agreement (Herein Defined); Provided That in No Event Shall Interest on This Note Ever Be Charged, Paid, Taken or Received at a Rate Greater Than the Highest Lawful Rate. Interest on the Principal Balance Outstanding From Time to Time Under This Note Shall Be Calculated in Accordance With the Credit Agreement and Shall Be Due and Payable as Set Forth in the Credit Agreement. Additionally, in the Event of Prepayment of the Principal Balance of This Note in Whole or in Part, Accrued Interest on the Principal Portion Prepaid Shall Also Be Due and Payable at the Time of Prepayment. Accrued Interest on Any Principal Balance Outstanding Hereunder Post-Maturity (Whether Brought About by Acceleration or Otherwise) Shall Be Due and Payable on Demand. the Final Maturity of This Note, Unless Demanded or Accelerated Earlier, Shall Be as Set Forth in the Credit Agreement, at Which Time All Principal and Accrued Interest Then Unpaid Shall Be Due and Payable in Full

from 8-K 59 pages 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 , 2008 Senior Secured Term Loan of Up to $10,000,000