CONFORMED
COPY

    

      
        

      

    

    


    ULTRA
RESOURCES, INC.

     

    THIRD
SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT

     

    Dated as
of October 12, 2010

     

    $315,000,000
4.51% Senior Notes, 2010 Series E, due October 12, 2020

    $35,000,000
4.66% Senior Notes, 2010 Series F, due October 12, 2022

    $175,000,000
4.91% Senior Notes, 2010 Series G, due October 13, 2025

     

    
      

    

    2010
Series E PPN: 90388@ AJ0

    2010
Series F PPN: 90388@ AK7

    2010
Series G PPN: 90388@ AL5

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ULTRA
RESOURCES, INC.

    363 N Sam
Houston Parkway E

    Suite
1200

    Houston
Texas 77060

    Phone:
281-876-0120

    Fax:
281-876-2831

       

    THIRD
SUPPLEMENT TO MASTER NOTE PURCHASE

    AGREEMENT
DATED AS OF MARCH 6, 2008

     

    Dated as
of October 12, 2010

    


    TO EACH
OF THE PURCHASERS LISTED IN

    THE
ATTACHED SCHEDULE A:

     

    Ladies
and Gentlemen:

     

    This
Third Supplement to Master Note Purchase Agreement (the “Supplement” or “this
Agreement”) is among ULTRA RESOURCES, INC., a Wyoming corporation (the
“Company”), and the institutional investors named on the attached Schedule A
(the “Purchasers”).

     

    Reference
is hereby made to the Master Note Purchase Agreement dated as of March 6, 2008
(the “Note Purchase Agreement”) between the Company and the purchasers listed on
Schedule A thereto.  Capitalized terms not otherwise defined herein
shall have the meanings ascribed in the Note Purchase
Agreement.  Reference is further made to Section 1.2 of the Note
Purchase Agreement, which provides that each series of Additional Notes will be
issued pursuant to a Supplement.

     

    The
Company agrees with the Purchasers as follows:

     

    1.           Authorization of the New
Series of Additional Notes.  The Company has authorized the
issue and sale of $525,000,000 aggregate principal amount of Notes consisting of
(i) $315,000,000 aggregate principal amount of its 4.51% Senior Notes, 2010
Series E, due October 12, 2020 (the “2010 Series E Notes”); (ii) $35,000,000
aggregate principal amount of its 4.66% Senior Notes, 2010 Series F, due October
12, 2022 (the “2010 Series F Notes”); and (iii) $175,000,000 aggregate principal
amount of its 4.91% Senior Notes, 2010 Series G, due October 13, 2025 (the “2010
Series G Notes” and, together with the 2010 Series E Notes and the 2010 Series F
Notes, the “October 2010 Series Notes”). The October 2010 Series Notes, together
with the Series 2008 Notes, the Series 2009 Notes and the Series 2010 Notes
heretofore issued pursuant to the Note Purchase Agreement and each series of
Additional Notes that may from time to time hereafter be issued pursuant to the
provisions of Section 1.2 of the Note Purchase Agreement, are collectively
referred to as the “Notes” (such term shall also
include any such notes issued in substitution therefor pursuant to Section 13 of
the Note Purchase Agreement). The October 2010 Series Notes shall be
substantially in the form set out in Exhibits 1(a), 1(b), and 1(c) to this
Supplement, with such changes therefrom, if any, as may be approved by the
Purchasers and the Company.

       

    
      
         

      

      
         

        
          

        

      

      
         

      

    

        

    2.           Sale and Purchase of October
2010 Series Notes.  Subject to the terms and conditions herein
and in the Note Purchase Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the Closing
provided for in Section 3, October 2010 Series Notes in the principal amount
specified opposite such Purchaser’s name in the attached Schedule A at the
purchase price of 100% of the principal amount thereof.  The
obligations of the Purchasers are several and not joint obligations and each
Purchaser shall have no liability to any Person for the performance or
non-performance by any other Purchaser hereunder.

     

    3.          
Closing.  The
sale and purchase of the October 2010 Series Notes to be purchased by the
Purchasers shall occur at the offices of Foley & Lardner LLP, 321 North
Clark Street, Suite 2800, Chicago, Illinois 60654, at 9:00 a.m., Chicago time,
at a closing on October 12, 2010 or on such other Business Day thereafter on or
prior to October 31, 2010 as may be agreed upon by the Company and you and the
other Purchasers (the “Closing”).  At the Closing, the Company will
deliver to you the October 2010 Series Notes to be purchased by you at the
Closing (as indicated on the attached Schedule A) in the form of a single Note
(or such greater number of October 2010 Series Notes in denominations of at
least $500,000 as you may request) dated the date of the Closing and registered
in your name (or in the name of your nominee), against delivery by you to the
Company or its order of immediately available funds in the amount of the
purchase price therefor by wire transfer of immediately available funds for the
account of the Company to account number 192648101 at JP Morgan Chase Bank, NA,
New York, New York, ABA number 021000021.  If at the Closing the
Company fails to tender such October 2010 Series Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser
shall, at such Purchaser’s election, be relieved of all further obligations
under this Agreement, without thereby waiving any rights such Purchaser may have
by reason of such failure or such nonfulfillment.

     

    4.          
Conditions to
Closing.  Each Purchaser’s obligation to purchase and pay for
the October 2010 Series Notes to be sold to such Purchaser at the Closing is
subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the
Closing, of the conditions set forth in Section 4 of the Note Purchase
Agreement, as hereafter modified and to the following additional
conditions:

     

    (a)           References
in Section 4 of the Note Purchase Agreement to the “Series 2008 Notes” shall be
deemed to be references to the October 2010 Series Notes being issued at the
Closing and references to the “Closing” shall be deemed to refer to the Closing,
as such term is defined in this Supplement;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    (b)           Except
as supplemented, amended or superseded by the representations and warranties set
forth in Schedule 4, each of the representations and warranties of the Company
set forth in Section 5 of the Note Purchase Agreement and of the Parent and UP
Energy under the Parent Guaranty shall be correct as of the date of the Closing
and each of the Company, the Parent and UP Energy shall have delivered to each
Purchaser an Officer’s Certificate, dated the date of the Closing certifying
that such condition has been fulfilled;

    


    (c)           The
reference in Section 4.3 of the Note Purchase Agreement to the resolutions
“relating to the authorization, execution and delivery of the Notes, this
Agreement and the Parent Guaranty” shall be deemed to be a reference to the
October 2010 Series Notes issued at the Closing, this Supplement and the
confirmation of the Parent Guaranty set forth herein (“Confirmation of the
Parent Guaranty”);

     

    (d)           The
reference in Section 4.10 of the Note Purchase Agreement to the “Parent
Guaranty” shall be deemed to be a reference to the Confirmation of the Parent
Guaranty;

     

    (e)           The
reference in Section 4.12 of the Note Purchase Agreement to “this Agreement”
shall be deemed to be a reference to this Supplement; and

     

    (f)        
   Contemporaneously with the Closing, the Company shall sell to
each Purchaser, and each Purchaser shall purchase, the October 2010 Series Notes
to be purchased by such Purchaser at the Closing as specified in Schedule
A.

     

    5.          
Prepayments of the
October 2010 Series Notes.  No regularly scheduled prepayments
are due on the October 2010 Series Notes prior to their stated
maturity.  For the avoidance of doubt, the provisions of Section 8 of
the Note Purchase Agreement shall apply to the October 2010 Series
Notes.

     

    6.          
Representations of the
Purchasers.  Each Purchaser represents and warrants that with
respect to the October 2010 Series Notes purchased by such Purchaser on the date
of the Closing, the representations and warranties set forth in Section 6 of the
Note Purchase Agreement are true and correct on the date hereof with respect to
the purchase of such October 2010 Series Notes.

     

    7.          
Applicability of Note
Purchase Agreement.  The Company and each Purchaser agree to be
bound by and comply with the terms and provisions of the Note Purchase Agreement
as supplemented by this Supplement as fully and completely as if such Purchaser
were an original signatory to the Note Purchase Agreement.

     

    8.          
Electronic
Delivery.  For purposes of the October 2010 Series Notes,
Section 7.3 of the Note Purchase Agreement is modified to read as
follows:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    “Financial
statements, officers’ certificates and other documents required to be delivered
by the Company pursuant to Sections 7.1(a), (b), (c), (d) or (e) and Section 7.2
shall be deemed to have been delivered if (i) such financial statements and
other documents satisfying the requirements of Section 7.1 and if applicable the
related certificate satisfying the requirement of Section 7.2 are delivered to
you and each other holder of October 2010 Series Notes by e-mail or (ii) with
respect to such financial statements, the Parent or the Company, as applicable,
shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements
of Section 7.1(a), (b) or (c) as the case may be, with the SEC on “EDGAR” and
shall have made such Form available on its home page on the worldwide web (at
the date of this Agreement located at http://www.ultrapetroleum.com) or (iii)
such financial statements satisfying the requirements of Section 7.1(a), (b),
(c) or (d) and related certificate satisfying the requirements of Section 7.2
are timely posted by or on behalf of the Company on IntraLinks or on any other
similar website to which each holder of Notes has free access or (iv) the
Company or the Parent shall have filed any of the items referred to in Section
7.1(e) with the SEC on “EDGAR” or shall have made such items available on its
home page on the worldwide web or if any of such items are timely posted by or
on behalf of the Company or the Parent on IntraLinks or on any other similar
website to which each holder of Notes has free access; provided however, that in
the case of any of clause (ii), (iii) or (iv), the Company or the Parent shall,
not later than the date on which such information or financial statements or
other documents are required by the applicable provision of this Agreement to be
delivered to holders of Notes, give notice, which may be by e-mail, to each
holder of Notes of such posting or filing.”

    


    9.           Liens Securing Obligations
Under Credit Agreement.  Anything in the Note Purchase
Agreement to the contrary notwithstanding, the Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist,
directly or indirectly, any Lien on its properties or assets, including capital
stock, whether now owned or hereafter acquired, in favor of the lenders or other
creditors who are party to the Credit Agreement to secure loans under the Credit
Agreement unless concurrently therewith the Company shall make or cause to be
made effective provision whereby the Notes are secured by such Lien equally and
ratably with any and all other Indebtedness thereby secured pursuant to terms
reasonably acceptable to the Required Holders.  A default by the
Company in the performance of or compliance with this Section 9 shall be deemed
to be an Event of Default under Section 11(c) of the Note Purchase Agreement,
for all purposes under the Note Purchase Agreement.

     

    
      10.         Consolidated Leverage
Ratio.

       

      (a)           For
the benefit of the October 2010 Series Notes, Section 10.1 of the Note Purchase
Agreement is modified to read as follows:

       

      “The
Company will not permit the Consolidated Leverage Ratio, determined as of any
Quarter End Date, to be greater than 3.50 to 1.00.”

      


      (b)           The
provisions of Section 1.5 of the Note Purchase Agreement shall not apply to the
October 2010 Series Notes.

    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    

      (c)           A
default by the Company in the performance of or compliance with Section 10.1 of
the Note Purchase Agreement (as modified pursuant to paragraph (a) above and
Section 11 below) shall be deemed to be an Event of Default under the Note
Purchase Agreement with respect to the October 2010 Series Notes.  If
such an Event of Default has occurred and is continuing, for purposes of Section
12.1(b) of the Note Purchase Agreement, the holders of at least 51% in principal
amount of the October 2010 Series Notes at the time outstanding (exclusive of
October 2010 Series Notes then owned by the Company or any of its Affiliates)
may at any time at its or their option, by notice or notices to the Company,
declare all of the October 2010 Series Notes then outstanding immediately due
and payable.  Any October 2010 Series Notes becoming due and payable
under this paragraph (c) shall be deemed for purposes of the Note Purchase
Agreement to have become due and payable under Section 12.1 of the Note Purchase
Agreement.  Furthermore, at any time after the October 2010 Series
Notes have been declared due and payable pursuant to this paragraph (c), the
holders of at least 51% in principal amount of the October 2010 Series Notes at
the time outstanding (exclusive of October 2010 Series Notes then owned by the
Company or any of its Affiliates) may rescind and annul any such declaration and
its consequences if the requirements of clauses (a), (b), (c) and (d) of Section
12.3 have been satisfied with respect to the October 2010 Series
Notes.  No such rescission or annulment will extend to or affect any
subsequent Event of Default or Default or impair any right consequent
thereon.  The provisions of this paragraph (c) may only be amended or
waived with the written consent of the holder of each October Series 2010 Note
at the time outstanding.

      


      (d)           For
the avoidance of doubt, the provisions of Section 10(a) of this Supplement and
this paragraph (d) may only be amended or waived with the written consent of the
holders of at least 51% in principal amount of the October 2010 Series Notes
outstanding (exclusive of October Series 2010 Notes then owned by the Company or
any of its Affiliates).

       

      11.           FAS No.
159.  For purposes of determining compliance with Sections 10.1
and 10.2 of the Note Purchase Agreement, any election by the Company to measure
an item of Indebtedness using fair value (as permitted by Statement of Financial
Accounting Standards No. 159 or any similar accounting standard) shall be
disregarded and such determination shall be made as if such election had not
been made.

      


      12.           Line of
Business.  The Company agrees that neither the Company nor its
Restricted Subsidiaries will engage in any business unrelated to the oil and gas
industry if, as a result, the general nature of the business in which the
Company and its Restricted Subsidiaries, taken as a whole, would then be engaged
would be substantially changed from the general nature of the business in which
the Company and its Restricted Subsidiaries, taken as a whole, are engaged on
the date of the Closing.  A default by the Company in the performance
of or compliance with this Section 12 shall be deemed to be an Event of Default
under Section 11(c) of the Note Purchase Agreement, for all purposes under the
Note Purchase Agreement.

       


      13.           Acknowledgement Regarding
the Meaning of the Term Required Holders.  The Company and the
Purchasers acknowledge that, except as provided in Section 10(c) of this
Supplement or as may be provided in a similar provision in any future Supplement
granting rights to only a certain series of Notes, for the avoidance of doubt,
the term “Required Holders,” as defined in Schedule B and used in Sections 12.1
and 12.3 of the Note Purchase Agreement, means the holders of at least 51% in
principal amount of all Notes outstanding (exclusive of Notes then owned by the
Company or any of its Affiliates) whether or not the Note Purchase Agreement or
Supplement pursuant to which any of such Notes were or may be issued affords
such Notes the benefit of the covenant, the breach or noncompliance with which
gives rise to the applicable Event of Default, and the holders of such Notes
shall be entitled to vote on any such acceleration or rescission.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

         

      

      14.           Consolidating or
Consolidated Financial Statements.  Anything in the Note
Purchase Agreement to the contrary notwithstanding, if, as of the date of any
financial statements delivered pursuant to Sections 7.1(a) or 7.1(b) of the Note
Purchase Agreement, the assets of the Company and its Restricted Subsidiaries
account for less than 90% of the consolidated total assets of the Parent and its
Subsidiaries, concurrently with the delivery of such financial statements, at
the Company’s option either (i) audited consolidating financial statements for
the Company and its Restricted Subsidiaries for the period and date covered by
such financial statements or (ii) audited consolidated financial statements for
the Company and its Restricted Subsidiaries for the period and date covered by
such financial statements.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      If you
are in agreement with the foregoing, please sign the accompanying counterpart of
this Agreement and return it to the Company, whereupon the foregoing shall
become a binding agreement between you and the Company.  This
Agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one
agreement.

      


      
        
          
            
              	
                      Very
      truly yours,

                    
	 
      
	
                      ULTRA
      RESOURCES, INC.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Marshall D. Smith

                    
	
                      Name:  
      

                    	
                      Marshall
      D. Smith

                    
	
                      Title:

                    	
                      Chief
      Financial Officer

                    


            

          

        

      

       


      
        
           

        

        
          S-1

          
            

          

        

        
           

        

          

      

      CONFIRMATION
OF PARENT GUARANTY

       

      Each of
the undersigned acknowledges receipt of the foregoing Third Supplement dated as
of October 12, 2010 to the Master Note Purchase Agreement dated as of March 6,
2008 and confirms the continuing validity and enforceability against such
undersigned of the Parent Guaranty.

      


      
        
          
            
              	
                      ULTRA
      PETROLEUM CORP.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Marshall D. Smith

                    
	
                      Name: 
      

                    	
                      Marshall
      D. Smith

                    
	
                      Title:

                    	
                      Chief
      Financial Officer

                    
	 
      	 
      
	
                      UP
      ENERGY CORPORATION

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Marshall D. Smith

                    
	
                      Name:   
      

                    	
                      Marshall
      D. Smith

                    
	
                      Title:

                    	
                      Chief
      Financial Officer

                    


            

          

        

      

      


      
        
           

        

        
          S-22

          
            

          

        

        
           

        

         

      

      Schedule
4 to

      Third
Supplement

       


      SUPPLEMENTAL
REPRESENTATIONS

       

      The
Company represents and warrants to each Purchaser that, except as hereinafter
set forth in this Schedule 4, each of the representations and warranties set
forth in Section 5 of the Note Purchase Agreement is true and correct in all
material respects as of the date of the Closing with the same force and effect
as if each reference to “Series 2008 Notes” set forth therein was modified to
refer to the “October 2010 Series Notes”, each reference to “this Agreement”
therein was modified to refer to the Note Purchase Agreement as supplemented by
this Supplement and each reference to the “Parent Guaranty” was modified to
refer to the Parent Guaranty and the Confirmation of the Parent
Guaranty.  The Section references hereinafter set forth correspond to
the similar sections of the Note Purchase Agreement that are supplemented
hereby:

       

      Section 5.3. Disclosure.   The
Company, through its agents, J.P. Morgan Securities Inc., Citigroup Global
Market Inc., Deutsche Bank Securities Inc. and BMO Capital Markets, has
delivered to you and each other Purchaser a copy of a Private Placement
Memorandum and a Supplement to Private Placement Memorandum, each dated
September 2010 (collectively, the “Memorandum”), relating to the transactions
contemplated hereby.  This Agreement and the First Supplement and
Second Supplement hereto, the Memorandum, the documents, certificates or other
writings identified in Schedule 5.3 to this Supplement by or on behalf of the
Company in connection with the transactions contemplated hereby and the
financial statements and other documents listed in Schedule 5.5 to this
Supplement (this Agreement, the Memorandum and such documents, certificates or
other writings and such financial statements being referred to, collectively, as
the “Disclosure Documents”), as of their respective dates, taken as a whole, do
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made.  Except as disclosed
in the Disclosure Documents, since December 31, 2009, there has been no change
in the financial condition, operations, business or properties of the Company or
any Subsidiary except changes that individually or in the aggregate would not
reasonably be expected to have a Material Adverse Effect.

       

      Section 5.5. Financial Statements; Material
Liabilities.  The Company has delivered to you and each Other
Purchaser a copy of the financial statements of the Parent and its Subsidiaries
listed on Schedule 5.5 to this Supplement.  All of said financial
statements (including in each case the related schedules and notes) fairly
present in all material respects the consolidated financial position of the
Parent and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of quarterly financial statements, to normal
year-end adjustments and the absence of footnotes).  The Parent and
its Subsidiaries do not have any Material liabilities that are not disclosed on
such financial statements or otherwise disclosed in the Disclosure
Documents.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

         

      

      Section 5.13.  Private Offering by the
Company.  Neither the Company nor anyone acting on its behalf
has offered the Notes or any similar securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any person other than you, the other Purchasers and not
more than 65 other Institutional Investors, each of which has been offered the
October 2010 Series Notes at a private sale for investment.  Neither
the Company nor anyone acting on its behalf has taken, or will take, any action
that would subject the issuance or sale of the October 2010 Series Notes to the
registration requirements of Section 5 of the Securities Act or to the
registration requirements of any securities or blue sky laws of any applicable
jurisdiction.

       

      Section 5.14. Use of Proceeds; Margin
Regulations.  Net proceeds from the sale of the October 2010
Series Notes will be used to refinance existing Indebtedness or for general
corporate purposes.  No part of the proceeds from the sale of the
October 2010 Series Notes pursuant to this Supplement will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221) (other than the stock of the Parent), or for the purpose of buying
or carrying or trading in any securities under such circumstances as to subject
you and the other Purchasers to the reporting requirements of Regulation U (or a
violation of such Regulation) or to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220).  Margin stock
does not constitute more than 20% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention
that margin stock will constitute more than 20% of the value of such
assets.  As used in this Section, the terms “margin stock” and
“purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U.

       

      Section 5.15. Existing Debt; Future Liens. (a)
Except as described therein, Schedule 5.15 to this Supplement sets forth a
complete and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of the dates set forth therein (including a description of the
obligors and obligees, principal amount outstanding and collateral therefor, if
any, and guaranty thereof, if any), since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its
Subsidiaries.  Neither the Company nor any Subsidiary is in default
and no waiver of default is currently in effect, in the payment of any principal
or interest on any Indebtedness of the Company or any Subsidiary and no event or
condition exists with respect to any Indebtedness of the Company or any
Subsidiary that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment.

      


      Section 5.18 Environmental Matters.

      


      (a)           No
Responsible Officer has actual knowledge of any claim or any proceeding raising
any claim against the Company or any of its Subsidiaries or any of their
respective real properties now or formerly owned, leased or operated by any of
them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse
Effect.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

         

      

      (b)           No
Responsible Officer of the Company has actual knowledge of any facts which would
give rise to any claim, public or private, of violation of Environmental Laws or
damage to the environment emanating from, occurring on or in any way related to
real properties now or formerly owned, leased or operated by any of them or to
other assets or their use, except, in each case, such as could not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.

      


      (c)           No
Responsible Officer has actual knowledge that the Company or any Subsidiary has
stored any Hazardous Materials on real properties now or formerly owned, leased
or operated by any of them or  has disposed of any Hazardous Materials
in a manner contrary to any Environmental Laws in each case in any manner that
could, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect; and

      


      (d)           No
Responsible Officer has actual knowledge that any building on real property now
owned, leased or operated by the Company or any Subsidiary is not in compliance
with applicable Environmental Laws, except where failure to comply could,
individually or in the aggregate, not reasonably be expected to result in a
Material Adverse Effect.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Schedule
5.3 to

      Third
Supplement

       

      DISCLOSURE

        

      Form 10-K
filed by Ultra Petroleum Corp with the SEC for year ended December 31,
2009

       

      Form
10-Qs filed by Ultra Petroleum Corp with the SEC for quarters ended March 31,
2010 and June 30, 2010

      


      Schedule
5.3

       


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Schedule
5.5 to

      Third
Supplement

      


      FINANCIAL
STATEMENTS

      


      Audited
financial statements set forth in Form 10K as of December 31, 2006 filed by
Ultra Petroleum Corp. with the SEC

       

      Audited
financial statements set forth in Form 10K as of December 31, 2007 filed by
Ultra Petroleum Corp. with the SEC

       

      Audited
financial statements set forth in Form 10K as of December 31, 2008 filed by
Ultra Petroleum Corp. with the SEC

       

      Audited
financial statements set forth in Form 10K as of December 31, 2009 filed by
Ultra Petroleum Corp. with the SEC

       

      Unaudited
financial statements set forth in Form 10-Qs filed by Ultra Petroleum
Corporation with the SEC for quarters ended March 31, 2010 and June 30,
2010

      


      Schedule
5.5

       


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Schedule
5.15 to

      Third
Supplement

       


      EXISTING
INDEBTEDNESS

       

      
        
          
            	
                    1.

                  	
                    Indebtedness
      as of June 30, 2010:

                  


          

        

      

       

      
        	
              	
                (a) 

              	
                Notes
      issued pursuant to the Master Note Purchase Agreement, the First
      Supplement thereto and the Second Supplement
  thereto

              


      

       

      
        
          
            
              	
                      Maker
      thereof:

                    	
                      Ultra
      Resources, Inc.

                    
	 
      	 
      
	
                      Guarantors:

                    	
                      Ultra
      Petroleum Corp. and UP Energy Corporation

                    
	 
      	 
      
	
                      Obligees:

                    	
                      The
      Noteholders

                    
	 
      	 
      
	
                      Outstanding
      Principal:

                    	
                      $300
      million notes issued March 2008 pursuant to the Master Note Purchase
      Agreement

                    
	 
      	 
      
	 
      	
                      $235
      million notes issued March 2009 pursuant to the First Supplement to the
      Master Note Purchase Agreement

                    
	 
      	 
      
	 
      	
                      $500
      million notes issued January and February 2010 pursuant to the Second
      Supplement to the Master Note Purchase Agreement

                    
	 
      	 
      
	
                      Collateral:

                    	
                      None

                    


            

          

        

      

       

      
        	
              	
                (b) 

              	
                Indebtedness
      under the Credit Agreement dated as of April 30, 2007 as amended by the
      First Amendment dated as of November 5, 2007, among Ultra Resources, Inc.,
      as borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and the
      Lenders as therein defined

              


      

      


      
        
          
            	
                    Borrower:

                  	
                    Ultra
      Resources, Inc.

                  
	 
      	 
      
	
                    Guarantors:

                  	
                    Ultra
      Petroleum Corp. and UP Energy Corporation

                  
	 
      	 
      
	
                    Obligees:

                  	
                    The
      Lenders

                  
	 
      	 
      
	
                    Outstanding
      Principal:

                  	
                    US$146,000,000

                  
	 
      	 
      
	
                    Collateral:

                  	
                    None

                  


          

        

      

        

      Schedule
5.15

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	
                  2.

                	
                  Changes
      after June 30, 2010 in the amounts, interest rates, sinking funds,
      installment payments or
maturities:

                


        

      

      


      
        	
              	
                (a) 

              	
                Issuance
      of the additional notes, the Series October 2010 Series
    Notes

              


      

       

      
        
          
            
              	
                      Maker
      thereof:

                    	
                      Ultra
      Resources, Inc.

                    
	 
      	 
      
	
                      Guarantors:

                    	
                      Ultra
      Petroleum Corp. and UP Energy Corporation

                    
	 
      	 
      
	
                      Obligees:

                    	
                      The
      Noteholders

                    
	 
      	 
      
	
                      Outstanding
      Principal:

                    	
                      $525
      million notes issued October 2010 pursuant to the Third Supplement to the
      Master Note Purchase Agreement

                    
	 
      	 
      
	
                      Collateral:

                    	
                      None

                    


            

          

        

      

       

      
        	
              	
                (b) 

              	
                Borrowings
      and repayments under the Credit Agreement in the ordinary course of
      business.  Loans under the Credit Agreement that are outstanding
      on the date of the Closing will be prepaid in whole or in part with the
      proceeds of the issuance of the October 2010 Series
  Notes.

              


      

      


      
        	
                3. 

              	
                Instruments
      that impose restrictions on the incurring of Indebtedness of the
      Company:

              


      

       

      The
Credit Agreement

       

      The Note
Purchase Agreement, the First Supplement and Second Supplement thereto and this
Supplement


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Exhibit
1(a) to

      Third
Supplement

       

      [FORM
OF 2010 SERIES E NOTE]

       

      THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT.

       

      ULTRA
RESOURCES, INC.

       

      4.51% Senior Note, 2010 Series
E, due October 12, 2020

      


      
        	
                No.
      RE-[__]

              	
                [Date]

              
	
                $[________]

              	
                  
      

              	
                PPN:
      90388@ AJ0

              


      

      


      FOR VALUE
RECEIVED, the undersigned, ULTRA RESOURCES, INC. (herein called the “Company”),
a corporation organized and existing under the laws of the state of Wyoming,
promises to pay to [         ], or
registered assigns, the principal sum of
$[              ]
on October 12, 2020, with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.51% per
annum from the date hereof, payable semiannually, on March 1 and September 1 in
each year, commencing on March 1, 2011, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per
annum from time to time equal to the greater of (i) 6.51% or (ii) 2% over the
rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to
time in New York, New York as its “base” or “prime” rate, on any overdue payment
of interest, any overdue payment (including any overdue prepayment) of principal
and any overdue payment of any Make-Whole Amount, payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), but in
each case in no event in excess of the maximum nonusurious rate of interest
permitted under applicable law.

       

      Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place
as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreement referred to below.

       

      This Note
is one of a series of Senior Notes (herein called the “Notes”) issued pursuant
to the Master Note Purchase Agreement dated as of March 6, 2008, as supplemented
by a First Supplement dated as of March 5, 2009, a Second Supplement dated as of
January 28, 2010 and a Third Supplement dated as of October 12, 2010 (as so
supplemented and from time to time amended and supplemented, the “Note Purchase
Agreement”), between the Company and the
respective Purchasers named therein and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representations set forth in Sections 6.1 and 6.2 of the Note Purchase
Agreement.  Unless otherwise indicated, capitalized terms used in this
Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement.

       

      Exhibit
1(a)

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.

      


      This Note
is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

      


      If an
Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

      


      This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the state of New York excluding
choice-of-law principles of the law of such state that would require the
application of the laws of a jurisdiction other than such state.

      


      
        
          
            
              
                	
                        ULTRA
      RESOURCES, INC.

                      
	 
      	 
      
	
                        By:

                      	   
      
	
                        Name:  
      

                      	
                        Marshall
      D. Smith

                      
	
                        Title:

                      	
                        Chief
      Financial
Officer

                      


              

            

          

        

      

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

         

      

      Exhibit
1(b) to

      Third
Supplement

       

      [FORM
OF 2010 SERIES F NOTE]

       

      THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT.

       

      ULTRA
RESOURCES, INC.

       

      4.66% Senior Note, 2010 Series
F, due October 12, 2022

      


      
        	
                No.
      RF-[__]

              	
                [Date]

              
	
                $[________]

              	
                  
      

              	
                PPN:
      90388@ AK7

              


      

      


      FOR VALUE
RECEIVED, the undersigned, ULTRA RESOURCES, INC. (herein called the “Company”),
a corporation organized and existing under the laws of the state of Wyoming,
promises to pay to [         ], or
registered assigns, the principal sum of
$[              ]
on October 12, 2022, with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.66% per
annum from the date hereof, payable semiannually, on March 1 and September 1 in
each year, commencing on March 1, 2011, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per
annum from time to time equal to the greater of (i) 6.66% or (ii) 2% over the
rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to
time in New York, New York as its “base” or “prime” rate, on any overdue payment
of interest, any overdue payment (including any overdue prepayment) of principal
and any overdue payment of any Make-Whole Amount, payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), but in
each case in no event in excess of the maximum nonusurious rate of interest
permitted under applicable law.

      


      Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place
as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreement referred to below.

       

      Exhibit
1(b)

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      This Note
is one of a series of Senior Notes (herein called the “Notes”) issued pursuant
to the Master Note Purchase Agreement dated as of March 6, 2008, as supplemented
by a First Supplement dated as of March 5, 2009, a Second Supplement dated as of
January 28, 2010 and
a Third Supplement dated as of October 12, 2010 (as so supplemented and from
time to time amended and supplemented, the “Note Purchase Agreement”), between
the Company and the respective Purchasers named therein and is entitled to the
benefits thereof.  Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Purchase Agreement and (ii) to have made the
representations set forth in Sections 6.1 and 6.2 of the Note Purchase
Agreement.  Unless otherwise indicated, capitalized terms used in this
Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement.

      


      This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.

      


      This Note
is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

      


      If an
Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

      


      This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the state of New York excluding
choice-of-law principles of the law of such state that would require the
application of the laws of a jurisdiction other than such state.

      


      
        
          
            
              
                	
                        ULTRA
      RESOURCES, INC.

                      
	 
      	 
      
	
                        By:

                      	  
      
	
                        Name:  
      

                      	
                        Marshall
      D. Smith

                      
	
                        Title:

                      	
                        Chief
      Financial
Officer

                      


              

            

          

        

      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

         

      

      Exhibit
1(c) to

      Third
Supplement

       

      [FORM
OF 2010 SERIES G NOTE]

       

      THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT.

       

      ULTRA
RESOURCES, INC.

        

      4.91% Senior Note, 2010 Series
G, due October 13, 2025

       


      
        	
                No.
      RG-[__]

              	
                [Date]

              
	
                $[________]

              	
                PPN:
      90388@ AL5

              


      

      


      FOR VALUE
RECEIVED, the undersigned, ULTRA RESOURCES, INC. (herein called the “Company”),
a corporation organized and existing under the laws of the state of Wyoming,
promises to pay to [         ], or
registered assigns, the principal sum of
$[              ]
on October 13, 2025, with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.91% per
annum from the date hereof, payable semiannually, on March 1 and September 1 in
each year, commencing on March 1, 2011, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per
annum from time to time equal to the greater of (i) 6.91% or (ii) 2% over the
rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to
time in New York, New York as its “base” or “prime” rate, on any overdue payment
of interest, any overdue payment (including any overdue prepayment) of principal
and any overdue payment of any Make-Whole Amount, payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), but in
each case in no event in excess of the maximum nonusurious rate of interest
permitted under applicable law.

       


      Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place
as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreement referred to below.

           

      Exhibit
1(c)

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      This Note is
one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Master Note Purchase Agreement dated as of March 6, 2008, as supplemented by
a
First Supplement dated as of March 5, 2009, a Second Supplement dated as of
January 28, 2010 and a Third Supplement dated as of October 12, 2010 (as so
supplemented and from time to time amended and supplemented, the “Note Purchase
Agreement”), between the Company and the respective Purchasers named therein and
is entitled to the benefits thereof.  Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to
have made the representations set forth in Sections 6.1 and 6.2 of the Note
Purchase Agreement.  Unless otherwise indicated, capitalized terms
used in this Note shall have the respective meanings ascribed to such terms in
the Note Purchase Agreement.

      


      This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.

      


      This Note
is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

      


      If an
Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

      


      This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the state of New York excluding
choice-of-law principles of the law of such state that would require the
application of the laws of a jurisdiction other than such state.

      


      
        
          
            
              
                	
                        ULTRA
      RESOURCES, INC.

                      
	 
      	 
      
	
                        By:

                      	  
      
	
                        Name:  
      

                      	
                        Marshall
      D. Smith

                      
	
                        Title:

                      	
                        Chief
      Financial
Officer

                      


              

            

          

        

      

       

      
        
           


        

        
          2