Exhibit 10.1


 





Ultra
Petroleum Corp.


 


First
Amendment to Plan Support Agreement


 


THIS FIRST AMENDMENT
TO THE PLAN SUPPORT AGREEMENT (this “Amendment”) is made by and among: (i) each of the Ultra Entities;
(ii) each of the HoldCo Noteholders that is a signatory hereto, which hold in the aggregate at least 66.67 percent in principal
amount of the HoldCo Notes held by the Consenting HoldCo Noteholders (the “Majority Consenting HoldCo Noteholders”);
and (iii) each of the HoldCo Equityholders that is a signatory hereto, which hold in the aggregate at least 66.67 percent of the
HoldCo Equity Interests held by the the Consenting HoldCo Equityholders (the “Majority Consenting HoldCo Equityholders”
and, together with the Majority Consenting HoldCo Noteholders, the “Required Consenting Parties” and, together
with the Ultra Entities, the “Amendment Parties”) and amends that certain Plan Support Agreement, dated
as of November 21, 2016, by and among the Ultra Entities and the Plan Support Parties (the “Plan Support Agreement”).
Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the Plan Support Agreement.


 


RECITALS


 


WHEREAS, the
Plan Support Agreement provides that the terms and conditions of the Restructuring Transaction are as set forth in the Plan Term
Sheet; and


 


WHEREAS, the
Plan Support Agreement, including the Plan Term Sheet attached thereto, may not be modified, amended, or supplemented except with
prior written consent of the Ultra Entities and Required Consenting Parties; and


 


WHEREAS, on
December 6, 2016, the Debtors filed in accordance with the Plan Support Agreement, including the Plan Term Sheet attached
thereto, the Debtors’ Joint Chapter 11 Plan of Reorganization [Docket No. 817] (the “Original Plan”);
and


 


WHEREAS, on
January 17, 2017, the Debtors filed the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization [Docket No.
957] (the “First Amended Plan”), also in accordance with the Plan Support Agreement, including the Plan Term
Sheet attached thereto; and


 


WHEREAS, each
of the Amendment Parties approves of the terms of the Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization
(the “Second Amended Plan”), substantially in the form attached hereto as Exhibit A; and


 


WHEREAS, the
Second Amended Plan incorporates certain modifications to the Plan Term Sheet; and


 


WHEREAS, each
of the Amendment Parties desires to amend the Plan Support Agreement to approve and ratify the Second Amended Plan;


 






     


     


    

 


NOW, THEREFORE,
in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each Amendment Party hereto hereby agrees to amend the Plan Support Agreement as follows:


 


AMENDMENT


 


1.     
Amendment to the Plan Support Agreement. The Plan Term Sheet is deemed to be modified to accord with the treatment
of OpCo Funded Debt Claims and General Unsecured Claims under the Second Amended Plan (as such terms are defined therein) and each
of the Required Consenting Parties hereby stipulates and agrees that such Plan Term Sheet is reasonably satisfactory to such party.


 


2.     
Effect of Amendment; Ratification. Except as specifically amended or waived hereby, the terms and provisions of the
Plan Support Agreement are in all other respects ratified and confirmed and remain in full force and effect without modification
or limitation. Except as expressly provided herein, this Amendment shall not be deemed or construed (a) to be a consent granted
pursuant to, or a waiver, modification or forbearance of, any term or condition of the Plan Support Agreement, any of the instruments
or agreements referred to therein or a waiver of any breach under the Plan Support Agreement, whether or not known to any party
thereto, or (b) to prejudice any right or remedy which any party to the Plan Support Agreement may now have or have in the
future under or in connection with the Plan Support Agreement, or any of the instruments or agreements referred to therein, as
applicable.


 


3.     
Effectiveness of This Amendment. This Amendment shall become effective on the date on which counsel to the Ultra
Entities has received signature pages from parties that comprise the Ultra Entities and the Required Consenting Parties. Following
the effective date of this Amendment, whenever the Plan Support Agreement is referred to in any agreements, documents, and instruments,
such reference shall be deemed to be to the Plan Support Agreement as amended by this Amendment.


 


4.     
Governing Law.  THIS AMENDMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. 
EACH AMENDMENT PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


5.     
Execution of Amendment.  This Amendment may be executed and delivered in any number of counterparts and by way
of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all
of which together shall constitute the same agreement.  Each individual executing this Amendment on behalf of a Party has
been duly authorized and empowered to execute and deliver this Amendment on behalf of said Party.


 






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IN WITNESS WHEREOF,
each of the Amendment Parties has executed this Amendment.


 


 


 


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		ULTRA ENTITIES
	 	 
	 	 
	 	 
	 	Ultra Petroleum Corp.
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    Chairman, President and CEO
	 	 
	 	 
	 	UP Energy Corporation
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    President 
	 	 
	 	 
	 	Ultra Resources, Inc.
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    President
	 	 
	 	 
	 	Keystone Gas Gathering, LLC
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    President
	 	 
	 	 
	 	Ultra Wyoming, Inc.
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    President
	 	 
	 	 
	 	Ultra Wyoming LGS, LLC
	 	 
	 	By: /s/ Michael D. Watford 
	 	Name:  Michael D. Watford
	 	Title:    President
	 	 



 






     


     


    

 


	 	 
	 	UPL Pinedale, LLC
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    President
	 	 
	 	 
	 	UPL Three Rivers Holdings, LLC
	 	 
	 	By: /s/ Michael D. Watford
	 	Name:  Michael D. Watford
	 	Title:    President



 




     


     


    

 


Exhibit A


 


Second Amended Plan