THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 26th, 2018 • 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”).
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,...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
SECOND LIEN GUARANTY AND COLLATERAL AGREEMENTSecond Lien Guaranty and Collateral Agreement • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIS SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT (as it may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), is entered into as of December 21, 2018, 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”) in favor of Wilmington Trust, National Association in its capacity as collateral agent (the “Collateral Agent”) for and on behalf of the Secured Parties (as defined below).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • Delaware
This Director Nomination Agreement is made and entered into as of December 21, 2018 (this “Agreement”) by and among Ultra Petroleum Corp. (the “Company”) and the holders signatory hereto (the “Holders”) of the 9.00% Cash / 2.00% PIK Senior Secured Second Lien Notes due 2024 (the “Notes”) of Ultra Resources, Inc., a Delaware corporation (the “Issuer”).
FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENTSenior Secured Term Loan Agreement • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
THIS SENIOR SECURED TERM LOAN 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 BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2018, 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 (the “Trustee”).
WARRANT AGREEMENT between ULTRA PETROLEUM CORP., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY N.A., as Warrant Agent Dated as of December 21, 2018 Warrants to Purchase Common SharesWarrant Agreement • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York
This Warrant Agreement (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of December 21, 2018, between Ultra Petroleum Corp., a corporation incorporated under the Yukon Business Corporations Act (and any Successor Company that becomes successor to the Company in accordance with Section 15) (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (and any successors of such Warrant Agent appointed in accordance with the terms hereof) (collectively, the “Warrant Agent”). Capitalized terms that are used in this Agreement shall have the meanings set forth in Section 1 hereof.
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
EXCHANGE AGREEMENTExchange Agreement • December 26th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas
Pursuant to Section 9.2 of the indenture, dated as of April 12, 2017 (the “Indenture”), among Ultra Resources, Inc., a Delaware corporation (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 Wilmington Trust, National Association, as trustee (the “Trustee”) providing for the issuance of the Company’s (i) 6.875% Senior Notes due 2022 (the “2022 Notes”) and (ii) 7.125% Senior Notes due 2025 (together with the 2022 Notes, the “Notes”), the undersigned Holders, holding greater than a majority of the aggregate principal amount of the 2022 Notes outstanding and greater than a majority of the aggregate principal amount of the 2025 Notes outstanding, hereby consent to the amendments to the Indenture provided for in the First Supplemental Indenture (the “Amendments”), dated as of the date of this consent (this “Consent”), among the Issuer, the Company, the
