EXHIBIT 10.1 THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to First Amended and Restated Credit Agreement ("Third Amendment") dated as of December 12, 2003 and effective as of the Amendment Effective Date (as...Credit Agreement • March 12th, 2004 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2001 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
Execution Form SECOND AMENDED AND RESTATED CREDIT AGREEMENT REVOLVING LINE OF CREDIT OF UP TO $500,000,000.00Credit Agreement • July 30th, 2004 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
WITNESSETH:Credit Agreement • March 16th, 2005 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
WITNESSETH:Credit Agreement • March 16th, 2005 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
Ultra Petroleum Corp., as Issuer and U.S. Bank National Association, as Trustee INDENTURE Dated as of September 18, 2014 6.125% Senior Notes due 2024 CROSS- REFERENCE TABLE*Indenture • September 22nd, 2014 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
INDENTURE (this “Indenture”), dated as of September 18, 2014, by and between Ultra Petroleum Corp., a Yukon corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
1,000,000,000 CREDIT AGREEMENT dated as of October 6, 2011 among ULTRA RESOURCES, INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Credit Agreement • October 11th, 2011 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT dated as of October 6, 2011, among ULTRA RESOURCES, INC., a Wyoming corporation, as borrower (the “Borrower”), the Lenders, JPMORGAN CHASE BANK, N.A., as administrative agent, Swingline Lender and Issuing Bank.
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2003 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 17th, 2019 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of April 12, 2017, is among ULTRA RESOURCES, INC., a Delaware corporation (the “Borrower”); ULTRA PETROLEUM CORP., a corporation organized under the laws of the Yukon Territory of Canada (“Ultra Petroleum”); UP ENERGY CORPORATION, a Delaware corporation (“UP Energy” and, together with Ultra Petroleum, collectively the “Parent Guarantor”); each of the Lenders from time to time party hereto; and BANK OF MONTREAL, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2017 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of April 12, 2017 by and among Ultra Petroleum Corp., a Yukon, Canada corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto.
ULTRA PETROLEUM CORP. Purchase AgreementPurchase Agreement • September 5th, 2014 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
Ultra Petroleum Corp., a Yukon, Canada corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $850,000,000 principal amount of the 6.125% Senior Notes due 2024 specified above (the “Securities”).
ULTRA RESOURCES, INC., ULTRA PETROLEUM CORP. THE SUBSIDIARY GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT INDENTURE Dated as of December 21, 2018 9.00% Cash / 2.00% PIK Senior Secured Second Lien...Indenture • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIRD LIEN INTERCREDITOR AGREEMENT dated as of [___] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among BANK OF MONTREAL, as Collateral Agent for the First Lien Secured Parties referred to below (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”) and as Administrative Agent under the First Lien Revolving Credit Agreement (in such capacity and together with its successors in such capacity, the “Revolving Administrative Agent”), BARCLAYS BANK PLC, as Administrative Agent under the First Lien Term Loan Credit Agreement (in such capacity and together with its successors in such capacity, the “Term Loan Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent for the Second Lien Parties (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), [___], as Collateral [Agent][Trustee] for the Third
CREDIT AGREEMENT dated as of April 30, 2007 among ULTRA RESOURCES, INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., and CITIBANK, N.A., as Co- Syndication Agents and BANK OF...Credit Agreement • May 3rd, 2007 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT dated as of April 30, 2007, among ULTRA RESOURCES, INC., a Wyoming corporation, as borrower (the “Borrower”), the financial institutions from time to time party hereto as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent and Issuing Bank.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2020 • Ultra Petroleum Corp • Crude petroleum & natural gas
THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of March 1, 2020 (the “Effective Date”) and amends that certain Employment Agreement entered into between Mark T. Solomon (“Executive”) and Ultra Petroleum Corp., a Yukon corporation (“Ultra”) on June 17, 2019 (the “Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2019 • Ultra Petroleum Corp • Crude petroleum & natural gas • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between ULTRA PETROLEUM CORP., a Yukon corporation (“Ultra”), and KASON KERR (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2017 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between ULTRA PETROLEUM CORP., a Yukon corporation (“Ultra”), and PATRICK ASH, the undersigned executive officer of Ultra (“Executive”).
ULTRA RESOURCES, INC., ULTRA PETROLEUM CORP. THE SUBSIDIARY GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE Dated as of April 12, 2017Indenture • April 18th, 2017 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
This INDENTURE dated as of April 12, 2017, is among ULTRA RESOURCES, INC., a Delaware corporation (the “Issuer”), ULTRA PETROLEUM CORP., a Yukon, Canada corporation (the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein, together with the Parent Guarantor, the “Guarantors”) party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
TRANSITION AGREEMENTTransition Agreement • November 9th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • Colorado
This TRANSITION AGREEMENT (this “Agreement”) dated as of September 5, 2018, by and between Ultra Petroleum Corp, a Yukon Corporation (the “Company”) and Garrett B. Spear-Smith (the “Executive”), sets forth the terms and understandings regarding Executive’s continued service with and termination of employment from the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2014 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT, dated September 18, 2014 (this “Agreement”), is entered into by and among Ultra Petroleum Corp., a Yukon, Canada corporation (the “Company”), and the several Purchasers listed in Schedule I to the Purchase Agreement (defined below) (collectively, the “Initial Purchasers”) for whom Goldman, Sachs & Co. is acting as representative (the “Representative”).
RESTRICTED STOCK UNIT AGREEMENT (“AGREEMENT”) PURSUANT TO THE AMENDED AND RESTATED ULTRA PETROLEUM 2017 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • May 9th, 2019 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
The Compensation Committee of the Board of Directors of Ultra Petroleum Corp., a Yukon corporation (the “Company”) has approved an award of restricted stock units (“RSUs”) to you, an employee of Ultra Resources, Inc. (“Employer”), and the Company does hereby grant to you, as of the Grant Date specified above, the number of RSUs specified above. The RSUs will only vest to the extent provided in and subject to the conditions described in the attached Schedule 1.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
This Employment Agreement (“Agreement”) between Michael D. Watford (“Watford”), Ultra Petroleum Corp. (the “Company”), a Yukon Territories Corporation and each of the Company’s subsidiaries: UP Energy Corporation, Ultra Resources, Inc. and Sino-American Energy Corporation, all having their principal place of business at 363 N. Sam Houston Parkway East, Suite 1200, Houston, Texas 77060, is effective as of February 1, 2007.
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 8th, 2019 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This Third Supplemental Indenture, dated as of February 4, 2019 (this “Supplemental Indenture”), is among Ultra Resources, Inc., a Delaware corporation (the “Issuer”), Ultra Petroleum Corp., a Yukon, Canada corporation (the “Parent Guarantor”), the Subsidiary Guarantors party hereto (together with the Parent Guarantor, the “Guarantors”), and Wilmington Trust, National Association, as trustee (in such capacity together with its successors in such capacity, the “Trustee”) under the Indenture referred to below.
GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • April 18th, 2017 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIS GUARANTY AND COLLATERAL AGREEMENT (as it may be amended, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 12, 2017, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that may become a party hereto as provided herein, each a “Grantor, and collectively, the “Grantors”), and BANK OF MONTREAL, in its capacity as collateral agent (the “Collateral Agent”) for itself and for the Agents acting for and on behalf of the Secured Parties they respectively represent.
EXCHANGE AGREEMENTExchange Agreement • January 25th, 2019 • Ultra Petroleum Corp • Crude petroleum & natural gas
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2019 by and among Ultra Resources, Inc., a Delaware corporation (the “Issuer”), the Obligors (as defined herein) and the holders of the Old Notes (as defined herein) named in Schedule I hereto (each, a “Holder” and, collectively, the “Holders”) of the Issuer’s 6.875% Senior Notes due 2022 (“Old Notes” and, collectively, the “Old Notes”), which were issued pursuant to the Indenture, dated as of April 12, 2017 (the “Old Indenture”), among the Issuer, Ultra Petroleum Corp., a company incorporated under the laws of the territory of Yukon, Canada (the “Company”), the subsidiary guarantors party thereto (the “Guarantors” and together with the Company and the Issuer, the “Obligors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Old Notes Trustee”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT (“AGREEMENT”) PURSUANT TO THE AMENDED AND RESTATED ULTRA PETROLEUM 2017 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • July 12th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
The Compensation Committee of the Board of Directors of Ultra Petroleum Corp., a Yukon corporation (the “Company”) has approved an award of restricted stock units (“RSUs”) to you, an employee of Ultra Resources, Inc. (“Employer”), and the Company does hereby grant to you, as of the Grant Date specified above, the number of RSUs specified above. The RSUs will only vest to the extent provided in and subject to the conditions described in the attached Schedule 1.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2005 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
This Third Amendment to Second Amended and Restated Credit Agreement (“Third Amendment”) dated as of May 5, 2005, and effective as of the Amendment Effective Date (as defined in Section 4 below), is by and among ULTRA RESOURCES, INC., a Wyoming corporation (“Borrower”), the several banks and financial institutions party hereto (the “Banks,” such term to include all undersigned Banks and all other financial institutions that subsequently become parties to the Credit Agreement (referred to below)), JPMORGAN CHASE BANK, N.A., (successor by merger to Bank One, N.A. (Main Office Chicago)) as a Bank, as the LC Issuer and as Administrative Agent for the Banks (in such latter capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
ContractAgreement of Resignation, Appointment and Acceptance • May 15th, 2020 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of May 12, 2020 by and among Ultra Resources, Inc., a Delaware corporation (the “Company”), UMB Bank, N.A. a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, (the “Successor Trustee”) and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 15950 North Dallas Parkway, Suite 550, Dallas, Texas 75248, (the “Resigning Trustee”).
EXCHANGE AGREEMENTExchange Agreement • October 17th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIRD LIEN INTERCREDITOR AGREEMENT dated as of [ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among BANK OF MONTREAL, as Collateral Agent for the First Lien Secured Parties referred to below (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”) and as Administrative Agent under the First Lien Revolving Credit Agreement (in such capacity and together with its successors in such capacity, the “Revolving Administrative Agent”), BARCLAYS BANK PLC, as Administrative Agent under the First Lien Term Loan Credit Agreement (in such capacity and together with its successors in such capacity, the “Term Loan Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent for the Second Lien Parties (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), [•], as Collateral [Agent][Trustee] for the Third Lie
BACKSTOP PURCHASE AGREEMENT AMONG ULTRA PETROLEUM CORP., UP ENERGY CORPORATION, EACH OF ITS DIRECT AND INDIRECT SUBSIDIARIES AND THE BACKSTOP PARTIES HERETO Dated as of July 27, 2020Backstop Purchase Agreement • July 29th, 2020 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIS BACKSTOP PURCHASE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, together with any schedules, exhibits and annexes hereto, this “Agreement”) is entered into as of July 27, 2020 (the “Execution Date”), by and among (a) Ultra Petroleum Corp., a company incorporated under the laws of the Territory of Yukon, Canada (including as a debtor-in-possession in the Chapter 11 Cases (as defined below) and as a reorganized debtor, as applicable, “UP Holdings”), (b) UP Energy Corporation, a Delaware corporation (including as a debtor-in-possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, “UP Energy” and, together with UP Holdings, the “Company”), (c) each of the direct and indirect Subsidiaries (as defined below) of UP Energy listed on the signature pages hereto under the title “Debtors” (such Subsidiaries, including each as a debtor-in-possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, to
ContractInstrument of Resignation, Appointment and Acceptance • May 15th, 2020 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of May 12, 2020 (“Effective Date”), is by and among Ultra Resources, Inc., a Delaware corporation (the “Issuer”), Ultra Petroleum Corp., a Yukon, Canada corporation (the “Parent Guarantor”), the Guarantors that are signatories hereto (together with the Parent Guarantor, the “Guarantors”), U.S. Bank National Association, a national banking association (the “Successor Trustee”), and Wilmington Trust, National Association, a national banking association, as Trustee and as Collateral Agent, duly organized and existing under the laws of the United States of America (the “Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of December 21, 2018 among BANK OF MONTREAL, as Revolving Administrative Agent and as Collateral Agent for the Senior Secured Parties, BARCLAYS BANK PLC, as Term Loan Administrative Agent,...First Lien/Second Lien Intercreditor Agreement • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of December 21, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among BANK OF MONTREAL, as Collateral Agent for the Senior Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”) and as Administrative Agent under the First Lien Revolving Credit Agreement (in such capacity and together with its successors in such capacity, the “Revolving Administrative Agent”), BARCLAYS BANK PLC, as Administrative Agent under the First Lien Term Loan Credit Agreement (in such capacity and together with its successors in such capacity, the “Term Loan Administrative Agent”), Wilmington Trust, National Association, as Collateral Agent for the Junior Priority Parties (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), and acknowledged and agreed to by ULTRA RESOU
RESTRICTED STOCK UNIT AGREEMENT (“AGREEMENT”) PURSUANT TO THE ULTRA PETROLEUM 2017 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • April 12th, 2017 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
This award described in the cover letter to which this Schedule 1 is attached (the “Letter”) is subject to the terms and conditions set forth herein and in the Plan. Definitions of certain terms used herein are in the last section hereof.
COOPERATION AGREEMENTCooperation Agreement • January 30th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • Delaware
This Cooperation Agreement, dated as of January 29, 2018 (this “Agreement”), is by and among Ultra Petroleum Corp. (the “Company”) and Fir Tree Capital Management LP (“Fir Tree”).
PURCHASE AND SALE AGREEMENT by and between SWEPI LP, and ULTRA RESOURCES, INC. AND UPL PINEDALE, LLC, Dated August 13, 2014 Relating to Oil and Gas Interests in Sublette County, Wyoming and to Oil and Gas Interests in Tioga, Potter, Bradford, Cameron,...Purchase and Sale Agreement • August 19th, 2014 • Ultra Petroleum Corp • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated August 13, 2014 (the “Execution Date”), by and between SWEPI LP, a Delaware limited partnership (“SWEPI”), the address for which is 150-C N. Dairy Ashford, Houston, Texas 77079, and ULTRA RESOURCES, INC., a Wyoming corporation (“ULTRA Seller”) and UPL PINEDALE, LLC, a Delaware limited liability company (“ULTRA Purchaser” and together with ULTRA Seller, “ULTRA”), the address for which is 400 N. Sam Houston Parkway E., Suite 1200, Houston, Texas 77060. SWEPI and ULTRA are sometimes separately referred to as a “Party” and are sometimes collectively referred to as “Parties.”
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • March 2nd, 2016 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This LIMITED WAIVER AGREEMENT, dated as of March 1, 2016 (this “Agreement”), is entered into among the undersigned in connection with the Credit Agreement, dated as of October 6, 2011 (as amended, supplemented or otherwise modified, the “Credit Agreement”; together with all related loan documents, the “Loan Documents”), by and among Ultra Resources, Inc., as borrower (the “Borrower” or “Ultra Resources”), JPMorgan Chase Bank N.A., as administrative agent (the “Agent”), the lenders from time to time party thereto (the “Lenders”), among others. Capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement.
