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EXHIBIT 10.1




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1SECTION 1.01 Defined Terms
    
    
    1SECTION 1.02 Classification of Loans and Borrowings
    
    
    18SECTION 1.03 Terms Generally
    
    
    19SECTION 1.04 Accounting Terms; GAAP
    
    
    19SECTION 1.05 Oil and Gas Definitions
    
    
    19ARTICLE II THE CREDITS
    
    
    19SECTION 2.01 Commitments
    
    
    19SECTION 2.02 Loans and Borrowings
    
    
    20SECTION 2.03 Requests for Borrowings
    
    
    20SECTION 2.04 Increase in Commitments
    
    
    21SECTION 2.05 [Intentionally Omitted]
    
    
    23SECTION 2.06 Letters of Credit
    
    
    23SECTION 2.07 Funding of Borrowings
    
    
    26SECTION 2.08 Interest Elections
    
    
    27SECTION 2.09 Termination and Reduction of Commitments
    
    
    28SECTION 2.10 Repayment of Loans; Evidence of Debt
    
    
    29SECTION 2.11 Prepayment of Loans
    
    
    29SECTION 2.12 Fees
    
    
    30SECTION 2.13 Interest
    
    
    31SECTION 2.14 Alternate Rate of Interest
    
    
    32SECTION 2.15 Increased Costs
    
    
    32SECTION 2.16 Break Funding Payments
    
    
    33SECTION 2.17 Taxes
    
    
    34SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    35SECTION 2.19 Mitigation Obligations; Replacement of Lenders
    
    
    36SECTION 2.20 Present Value; Redetermination
    
    
    38ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    39SECTION 3.01 Organization; Powers
    
    
    39SECTION 3.02 Authorization; Enforceability
    
    
    39
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TABLE OF CONTENTS
 PageSECTION 3.03 Governmental Approvals; No Conflicts
    
    
    39SECTION 3.04 Financial Condition; No Material Adverse Change
    
    
    39SECTION 3.05 Properties
    
    
    40SECTION 3.06 Litigation and Environmental Matters
    
    
    40SECTION 3.07 Compliance with Laws and Agreements
    
    
    41SECTION 3.08 Investment Company Status
    
    
    41SECTION 3.09 Taxes
    
    
    41SECTION 3.10 ERISA
    
    
    41SECTION 3.11 Disclosure
    
    
    42SECTION 3.12 Labor Matters
    
    
    42SECTION 3.13 Capitalization; Corporate Locations; Subsidiaries
    
    
    42SECTION 3.14 Margin Stock
    
    
    42SECTION 3.15 Advance Payment Contracts
    
    
    42SECTION 3.16 Insurance
    
    
    42ARTICLE IV CONDITIONS
    
    
    43SECTION 4.01 Effective Date
    
    
    43SECTION 4.02 Each Credit Event
    
    
    44ARTICLE V AFFIRMATIVE COVENANTS
    
    
    45SECTION 5.01 Financial Statements; Ratings Change and Other Information
    
    
    45SECTION 5.02 Notices of Material Events
    
    
    47SECTION 5.03 Existence; Conduct of Business
    
    
    47SECTION 5.04 Payment of Obligations
    
    
    47SECTION 5.05 Maintenance of Non Oil and Gas Properties
    
    
    47SECTION 5.06 Maintenance and Operation of Oil and Gas Properties
    
    
    48SECTION 5.07 Insurance
    
    
    48SECTION 5.08 Books and Records; Inspection Rights
    
    
    48SECTION 5.09 Compliance with Laws
    
    
    48SECTION 5.10 Use of Proceeds and Letters of Credit
    
    
    48SECTION 5.11 Guarantors
    
    
    49SECTION 5.12 Further Assurances in General
    
    
    49
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TABLE OF CONTENTS
 PageSECTION 5.13 Management of Unrestricted Subsidiaries
    
    
    49ARTICLE VI NEGATIVE COVENANTS
    
    
    49SECTION 6.01 Indebtedness
    
    
    49SECTION 6.02 Liens
    
    
    50SECTION 6.03 Fundamental Changes
    
    
    51SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions
    
    
    52SECTION 6.05 Swap Agreements
    
    
    53SECTION 6.06 Restricted Payments
    
    
    53SECTION 6.07 Transactions with Affiliates
    
    
    53SECTION 6.08 Restrictive Agreements
    
    
    54SECTION 6.09 Financial Condition
    
    
    54SECTION 6.10 Sale and Leaseback Transactions and other Off-Balance Sheet Liabilities
    
    
    54SECTION 6.11 Disposition of Assets
    
    
    55SECTION 6.12 Subsidiaries
    
    
    56SECTION 6.13 Amendments to Organizational Documents
    
    
    56SECTION 6.14 No Prepayment of Material Indebtedness
    
    
    56SECTION 6.15 Designation of Unrestricted Subsidiaries; Investments in Unrestricted
Subsidiaries
    
    
    57ARTICLE VII EVENTS OF DEFAULT
    
    
    58ARTICLE VIII THE ADMINISTRATIVE AGENT
    
    
    60ARTICLE IX MISCELLANEOUS
    
    
    63SECTION 9.01 Notices
    
    
    63SECTION 9.02 Waivers; Amendments
    
    
    63SECTION 9.03 Expenses; Indemnity; Damage Waiver
    
    
    64SECTION 9.04 Successors and Assigns
    
    
    66SECTION 9.05 Survival
    
    
    69SECTION 9.06 Counterparts; Integration; Effectiveness
    
    
    69SECTION 9.07 Severability
    
    
    69SECTION 9.08 Right of Setoff
    
    
    70
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TABLE OF CONTENTS
 PageSECTION 9.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
    
    
    70SECTION 9.10 WAIVER OF JURY TRIAL
    
    
    71SECTION 9.11 Headings
    
    
    71SECTION 9.12 Confidentiality
    
    
    71SECTION 9.13 Interest Rate Limitation
    
    
    72SECTION 9.14 Termination of Commitments Under Existing Credit Agreement
    
    
    72SECTION 9.15 USA Patriot Act
    
    
    72
 SCHEDULES
 EXHIBITS
 -iv-




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Borrower Lenders
   Definitions
 Defined Terms
 ABR
 Adjusted LIBO Rate
 Additional Commitment Certificate
 Additional Commitment Effective Date
 Administrative Agent
 Administrative Questionnaire
 Advance Payment Contract Advance Payment provided




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Affiliate
 Aggregate Commitment Amount
 Agreement
 Alternate Base Rate 1 2
 Applicable Percentage
 Applicable Rate
 Consolidated
    
    Commitment FeeLeverage Ratio
    
    Rate
    
    Eurodollar Spread
    
    ABR Spread< 1.0
    
    
    0.175
    %
    
    
    0.875
    %
    
    
    0.000
    %< 1.5,
but > 1.0
    
    
    0.200
    %
    
    
    1.000
    %
    
    
    0.000
    %< 2.0 but > 1.5
    
    
    0.250
    %
    
    
    1.250
    %
    
    
    0.000
    %> 2.0
    
    
    0.300
    %
    
    
    1.500
    %
    
    
    0.000
    %
  2




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Approved Fund
 Approved Petroleum Engineer
 Assignment and Assumption
 Availability Period
 Board
 Borrower
 Borrowing
 Borrowing Request
 Business Day provided Business Day
 Capital Lease Obligations
 Change in Control
 3




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Exchange Act
 Change in Law
 Code
 Commitment
 Consolidated EBITDAX plus
 4




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minus provided however
 Consolidated Funded Indebtedness
 Consolidated Interest Expense provided however
 Consolidated Leverage Ratio
 5




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Consolidated Net Income provided however
 Control Controlling Controlled
 Credit Exposure
 Credit Parties Credit Party
 Crude Oil
 Default
 Disclosed Matters
 dollars $
 Effective Date
 6




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Environmental Laws
 Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 7




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Eurodollar
 Event of Default
 Excluded Taxes
 Existing Credit Agreement
 Existing Letters of Credit
 FASB
 Federal Funds Effective Rate
 8




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Financial Officer
 Foreign Lender
 GAAP
 Gas Balancing Agreement
 Governmental Authority
 Guarantee guarantor primary
obligor provided
 Guarantor(s)
 Guaranty
 Hazardous Materials
 9




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Hydrocarbons
 Indebtedness
 Indemnified Taxes
 Index Debt
 Information Memorandum
 Initial Reserve Report
 Interest Election Request
 10




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Interest Payment Date
 Interest Period provided
 Investment
 Investment Grade Status
 Issuing Bank
 LC Disbursement
 11




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LC Exposure
 Lenders
 Letter of Credit
 LIBO Rate LIBO Rate
 Lien
 Loan
 Loan Documents
 Loans
 Material Adverse Effect
 12




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Material Gas Imbalance
 Material Indebtedness
 Maturity Date
 Maximum Commitment Amount
 Moodys
 Multiemployer Plan
 Natural Gas
 Net Investment plus minus
 Obligations
 13




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Off-Balance Sheet Liability
 Oil and Gas Properties
 Other Taxes
 Parent Guarantor Parent Guarantors
 Participant
 PBGC
 Permitted Encumbrances
 (a)
    
    Liens for taxes, assessments, or similar charges, incurred in the ordinary course
of business that are not yet due and payable;(b)
    
    Liens of mechanics, materialmen, warehousemen, carriers, landlords or other
like liens, securing obligations incurred in the ordinary course of business that are
not yet due and payable;(c)
    
    Pledges or deposits in connection with or to secure workmens compensation,
unemployment insurance, pensions or other employee benefits;(d)
    
    Encumbrances consisting of covenants, zoning restrictions, rights, easements,
liens, governmental environmental permitting and operation restrictions, operating
restrictions under leases consistent with other leases in the same geographical area,
the exercise by governmental bodies or third parties of eminent domain or condemnation
rights, or any other restrictions on the use of real property, none of which materially
impairs the use of such property by the
 14




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Borrower or its Subsidiaries in the operation of its business, and none of which is
violated in any material respect by existing or proposed operations;(e)
    
    Liens of operators and/or co-working interest owners under joint operating
agreements or similar contractual arrangements with respect to the Borrowers or its
Subsidiaries proportionate share of the expense of exploration, development and
operation of oil, gas and mineral leasehold or fee interests owned jointly with others,
to the extent that same relate to sums not yet overdue, or if they relate to sums that
are overdue, then to the extent that the same are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves are set aside on
its books;(f)
    
    The following, if the validity or amount thereof is being contested in good
faith by appropriate and lawful proceedings and with respect to which adequate reserves
are set aside on its books, and so long as they do not, in the aggregate, materially
detract from the value of the property of the Borrower, or materially impair the use
thereof in the operation of its business:
 (1)
    
    Claims or liens for taxes, assessments, or charges due and
payable and subject to interest or penalty;(2)
    
    Claims, liens, and encumbrances upon, and defects of title to,
real or personal property, including any attachment of personal or real
property or other legal process prior to adjudication of a dispute on the
merits;(3)
    
    Claims or liens of mechanics, materialmen, warehousemen,
carriers, or other like liens; and(4)
    
    Adverse judgments on appeal; and
 (i)
    
    Inchoate liens in respect of royalty owners;
 provided
 Permitted Investments
    15




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Person
 Plan
 Present Value
 Prime Rate
 Redetermination
 Redetermination Date
 16




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Register
 Related Parties
 Required Lenders
 Reserve Report
 Restricted Payment
 S&P
 Sale and Leaseback Transaction
 Sino-American
 Statutory Reserve Rate
 17




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subsidiary parent
 Subsidiary
 Swap Agreement provided
 Taxes
 Transactions
 Type
 Ultra Petroleum
 Unrestricted Subsidiary
 Withdrawal Liability
 Classification of Loans and Borrowings e.g. e.g.
 18




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Terms Generally
 Accounting Terms; GAAP provided
 Oil and Gas Definitions
  The Credits
 Commitments
 19




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Loans and Borrowings provided
 provided
 provided provided
  Requests for Borrowings provided
    20




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Increase in Commitments
   21




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Additional Commitment Effective Date Additional Commitment Certificate
   22




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Intentionally Omitted
 Letters of Credit General
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
 Expiration Date
 Participations
 23




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Reimbursement provided mutatis mutandis
 Obligations Absolute
 24




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provided
 Disbursement Procedures provided
 Interim Interest provided
 25




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Replacement of the Issuing Bank
 Cash Collateralization provided
 Funding of Borrowings
 26




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provided
  Interest Elections
    27




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Termination and Reduction of Commitments
 provided
 provided
 28




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Repayment of Loans; Evidence of Debt
   prima facie provided
  Prepayment of Loans
 provided
 29




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Fees provided provided
 provided
 30




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Interest
    provided
  31




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Alternate Rate of Interest
   provided
 Increased Costs
    32




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provided provided further
 Break Funding Payments
 33




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Taxes provided
    34




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Payments Generally; Pro Rata Treatment; Sharing of Set-offs
  35




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provided
   Mitigation Obligations; Replacement of Lenders
 36




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provided
 Non-Consenting Lender
 37




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Present Value; Redetermination
 Initial Present Value
 Annual Redeterminations of the Present Value provided however
 Special Discretionary Redeterminations
 38




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Representations and Warranties
  Organization; Powers
 Authorization; Enforceability
 Governmental Approvals; No Conflicts
 Financial Condition; No Material Adverse Change
  39




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Properties
   Litigation and Environmental Matters
 40




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Compliance with Laws and Agreements
 Investment Company Status
 Taxes
 ERISA
 41




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Disclosure provided
 Labor Matters
 Capitalization; Corporate Locations; Subsidiaries
 Margin Stock
 Advance Payment Contracts
 Insurance
 42




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Conditions
 Effective Date
       43




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Each Credit Event
  44




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Affirmative Covenants
  Financial Statements; Ratings Change and Other Information
   45




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46




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Notices of Material Events
        Existence; Conduct of Business provided
 Payment of Obligations
 Maintenance of Non Oil and Gas Properties
 47




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Maintenance and Operation of Oil and Gas Properties
   Insurance
 Books and Records; Inspection Rights
 Compliance with Laws
 Use of Proceeds and Letters of Credit
 48




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Guarantors
 Further Assurances in General
 Management of Unrestricted Subsidiaries
  Negative Covenants
  Indebtedness
  49




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Liens.
 50




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provided
 provided
 provided
       Fundamental Changes
 51




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Investments, Loans, Advances, Guarantees and Acquisitions
        52




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Swap Agreements
 Restricted Payments
 Transactions with Affiliates
 53




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Restrictive Agreements provided
 Financial Condition
 Consolidated Leverage Ratio
 Present Value to Funded Indebtedness Ratio
 Sale and Leaseback Transactions and other Off-Balance Sheet Liabilities
     54




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provided however
 Disposition of Assets Disposition
      55




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provided however
 Subsidiaries
 Amendments to Organizational Documents
 No Prepayment of Material Indebtedness provided however
 56




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Designation of Unrestricted Subsidiaries; Investments in Unrestricted
Subsidiaries
        57




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provided however
  Events of Default
 Events of Default
    58




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provided
    59




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The Administrative Agent
  60




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61




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62




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Miscellaneous
 Notices
  th
    Waivers; Amendments
 63




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provided provided further
 Expenses; Indemnity; Damage Waiver
 64




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Indemnitee provided
 provided
  65




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Successors and Assigns
  provided
 provided
 provided
  provided
 66




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Approved Fund
  Register
 67




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provided
 Participant provided provided
  68




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provided
 Survival
 Counterparts; Integration; Effectiveness THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES
 Severability
 69




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Right of Setoff
 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
    70




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WAIVER OF JURY TRIAL
 Headings
 Confidentiality Information provided
 71




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Interest Rate Limitation
 Termination of Commitments Under Existing Credit Agreement
 USA Patriot Act
 72




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ULTRA RESOURCES, INC., as BorrowerByName:Title: S-1




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JPMORGAN CHASE BANK, N.A., as Administrative Agent,
Issuing Bank and a LenderByName:Title: S-2




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BANK OF AMERICA, N.A., as a LenderByName:Title: S-3




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CITIBANK, N.A., as a LenderByName:Title: S-4




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BMO CAPITAL MARKETS FINANCING, INC., as a LenderByName:Title: S-5




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BNP PARIBAS, as a LenderByName:Title: andByName:Title: S-6




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UNION BANK OF CALIFORNIA, N.A., as a LenderByName:Title: S-7




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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderByName:Title: andByName:Title: S-8




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COMPASS BANK, as a LenderByName:Title: S-9




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CAPITAL ONE, NA, as a LenderByName:Title: S-10




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COMERICA BANK, as a LenderByName:Title: S-11




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THE FROST NATIONAL BANK, as a LenderByName:Title: S-12




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Assignment and Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1. Assignor:2. Assignee:[and is an Affiliate/Approved Fund of [identify Lender]2]3. Borrower(s):4. Administrative Agent:
    
    , as the administrative agent under the Credit Agreement5. Credit Agreement:
    
    The Credit Agreement dated as of April 30, 2007 among Ultra Resources, Inc., the Lenders parties
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
 
 2
    
    Select as applicable.




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Aggregate Amount of
    
    
    Amount ofCommitment/Loans for
    
    
    Commitment/Loans
    
    
    Percentage Assigned ofFacility Assigned3
    
    all Lenders
    
    
    Assigned
    
    
    Commitment/Loans4$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 
  ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:
 
 3
    
    Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this
Assignment (e.g. Revolving Commitment, etc.)4
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder. 2




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[Consented to and]5 Accepted:[NAME OF ADMINISTRATIVE AGENT], asAdministrative AgentByTitle:
 
 5
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement. 3




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6
 
 Representations and Warranties
 Assignor 7
 Assignee 8
 Payments
 
 6
    
    Describe Credit Agreement at option of
Administrative Agent.7
    
    The term Loan Document
should be conformed to that used in the Credit Agreement.8
    
    The concept of Foreign
Lender should be conformed to the section in the Credit Agreement
governing withholding taxes and gross-up.




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General Provisions




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