<PAGE>

                                                                    EXHIBIT 10.1

                        THIRD AMENDMENT TO FIRST AMENDED
                          AND RESTATED CREDIT AGREEMENT

         This Third Amendment to First Amended and Restated Credit Agreement
("Third Amendment") dated as of December 12, 2003 and effective as of the
Amendment Effective Date (as defined in Section 5 below), is by and among ULTRA
RESOURCES, INC., a Wyoming corporation ("Borrower"), the several banks and
financial institutions from time to time parties to this Credit Agreement (the
"Banks," such term to include all undersigned Banks and all other financial
institutions that subsequently become parties to the Credit Agreement (referred
to below)), BANK ONE, NA, a national banking association having its principal
office in Chicago, Illinois ("Bank One") as a Bank, as the LC Issuer
(hereinafter defined) and as Administrative Agent for the Banks (in such latter
capacity and together with its successors and permitted assigns in such
capacity, the "Administrative Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Administrative Agent and the Banks have
heretofore entered into a certain First Amended and Restated Credit Agreement
dated as of March 1, 2002, as amended by the First Amendment to First Amended
and Restated Credit Agreement dated November 4, 2002, and by a Letter Agreement
dated February 18, 2003, and by the Second Amendment to First Amended and
Restated Credit Agreement dated as of May 14, 2003, and as otherwise amended,
modified or supplemented prior to the date hereof (the "Credit Agreement"); and

         WHEREAS, the Borrower has requested that the Credit Agreement be
amended to allow Fleet National Bank ("Fleet") to become a "Bank" party to the
Credit Agreement, as set forth herein; and

         WHEREAS, the Borrower also proposes that certain other amendments and
modifications be made to the Credit Agreement as set forth herein; and

         WHEREAS, subject to the terms and conditions of this Amendment, the
Banks party to the Credit Agreement immediately prior to the effectiveness of
this Third Amendment (the "Existing Banks"), Fleet, the Agent and the LC Issuer
have agreed to enter into this Third Amendment in order to effectuate such
amendments and modifications;

         NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration received by each party
hereto, and each intending to be legally bound hereby, the parties agree as
follows:

         Section 1. Defined Terms. Except as amended hereby, terms used herein
that are defined in the Credit Agreement shall have the same meanings herein.

         Section 2. Amendments to Credit Agreement.

                  (a)      The definition of "Note" and "Notes" in Article I of
         the Credit Agreement is hereby amended and restated in its entirety as
         follows:

<PAGE>

         "Note" and "Notes" means (i) individually, any promissory note issued
         by Borrower payable to the order of a Bank evidencing the Loans made by
         that Bank pursuant to Section 2.01 hereof and being substantially in
         the form of the note attached as Exhibit B hereto, specifically
         including each Amended and Restated Note attached to the Third
         Amendment at Exhibits A-1 through A-7, together with any and all
         further renewals, extensions for any period, increases or
         rearrangements thereof, and any promissory note or notes given in
         replacement or substitution therefor, and (ii) collectively, all such
         Notes.

                  (b)      The definition of "Permitted Indebtedness" in Article
         I of the Credit Agreement is hereby amended by deleting the phrase ";
         and" at the end of clause (H) thereof, replacing the period at the end
         of clause (I) thereof with the phrase "; and" and inserting the
         following new clause (J):

                           "(J)     Indebtedness comprising intercompany loans
                  made to Borrower by Sino-American, provided that the interest
                  rate, if any, applicable to any such intercompany loan shall
                  not exceed on any date the ABR on such date."

                  (c)      Article I of the Credit Agreement is hereby further
         amended by inserting therein the defined terms "Sino-American" and
         "Third Amendment" in their alphabetically appropriate places:

         ""Sino-American" means Sino-American Energy Corporation, a Texas
         corporation."

         ""Third Amendment" means the Third Amendment to First Amended and
         Restated Credit Agreement dated December 12, 2003, among the Banks, the
         Administrative Agent and the Borrower."

                  (d)      Section 6.05 of the Credit Agreement is hereby
         amended and restated in its entirety as follows:

         "        Section 6.05. Dividends. Declare or pay any distribution on
         any capital stock of the Borrower; provided that, notwithstanding the
         foregoing, to the extent that Sino-American shall have previously made,
         directly or indirectly, an investment in, or contributed capital to,
         the Borrower (other than as an intercompany loan pursuant to clause (J)
         of the definition of Permitted Indebtedness), the Borrower shall be
         permitted to return to Sino-American an amount equal to the amount of
         such investment or capital contribution on a dollar for dollar basis."

                  (e)      Section 6.18 of the Credit Agreement is hereby
         amended and restated in its entirety as follows:

         "        Section 6.18. Intercompany Transfers. Permit the Borrower or
         any of its Affiliates to invest in, loan to or otherwise transfer to
         Sino-American without the prior written approval of the Required Banks
         an amount greater than (a) during the calendar year ending December 31,
         2003, Twenty-Five Million Dollars ($25,000,000), and (b) during each
         subsequent calendar year, Thirty-Five Million Dollars ($35,000,000),
         provided that, notwithstanding the foregoing restriction on transfers
         by the Borrower to Sino-American, the Borrower shall be permitted,
         subject to the two provisos below, to

                                       2
<PAGE>

         repay the outstanding principal amount of any intercompany loans owed
         by the Borrower to Sino-American permitted by clause (J) of the
         definition of Permitted Indebtedness or return the amount of any
         investment in, or capital contribution to, the Borrower made by
         Sino-American in accordance with Section 6.05; provided, however, that
         it shall be a condition of any transfer by Borrower or any of its
         Affiliates to Sino-American that such amounts transferred by the
         Borrower or any of its Affiliates to Sino-American be applied, first,
         to repay and reduce the outstanding principal amount of any
         intercompany loans owed by Borrower, or return the aggregate amount of
         investments in or capital contributions to the Borrower from
         Sino-American, to Sino-American, if any, in each case until repaid in
         full, and second, as investments in, loans to or other transfers to
         Sino-American pursuant to the foregoing clauses (a) or (b), as
         applicable; and further provided, however, in no event shall any such
         investment in, loan, return or transfer to, or repayment of
         intercompany loans to, Sino-American, be permitted if: (i) an Event of
         Default has occurred and is continuing pursuant to any of Sections
         7.01(a), (d), (e), (f), (g), (h), (i) or (j) hereof; (ii)
         Administrative Agent has given Borrower written notice that a Loan
         Excess has occurred and is continuing; (iii) the Current Ratio
         calculated pursuant to Section 6.15(a) or (b) is, or as the result of
         the making of such investment, loan, transfer or repayment would
         become, less than 0.85 to 1.00; (iv) the EBITDA to Interest Ratio
         calculated pursuant to Section 6.16 (a) or (b) is, or as the result of
         the making of such investment, loan, transfer or repayment would
         become, less than 3.0 to 1.0; or (v) Administrative Agent has
         accelerated the maturity of Borrower's Obligations as provided in
         Section 7.03."

                  (f)      Paragraph (f) of Section 9.05 of the Credit Agreement
         is hereby amended by inserting the following text immediately following
         the final sentence of the existing paragraph (f) of Section 9.05:

         Notwithstanding anything herein to the contrary, each of the Borrower,
         the Administrative Agent and each Bank or any other party to this
         Agreement (and any employee, representative or other agent of the
         foregoing) may disclose to any and all persons, without limitation of
         any kind (1) any information with respect to the U.S. federal and state
         income tax treatment of the Agreement, the transaction contemplated
         hereby and any facts that may be relevant to understanding such tax
         treatment, which facts shall not include for this purpose the names of
         the parties or any other person named herein, or information that would
         permit identification of the parties or such other persons, or any
         pricing terms or other nonpublic business or financial information that
         is unrelated to such tax treatment or facts, and (2) all materials of
         any kind (including opinions or other tax analyses) relating to such
         tax treatment or facts that are provided to any of the persons referred
         to above.

                  (g)      Article IX of the Credit Agreement is hereby amended
         by inserting therein the following new Section 9.23 immediately
         following the existing Section 9.22:

         "9.23 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE
         AGENT AND BANKS HEREBY (I) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
         NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
         RESPECT OF ANY LITIGATION DIRECTLY OR

                                       3
<PAGE>

         INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
         AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED
         THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (II)
         CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR
         COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
         OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
         TO ENFORCE THE FOREGOING WAIVER; AND (III) ACKNOWLEDGES THAT IT HAS
         BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND
         THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER
         THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
         SECTION."

                  (h)      Schedule 1.01(b) to the Credit Agreement is hereby
         deleted and replaced in its entirety with the Schedule 1.01(b) attached
         to this Third Amendment as Annex I. Each reference to Schedule 1.01(b)
         in the Credit Agreement or any other Loan Document shall be deemed to
         refer to the Schedule 1.01(b) attached to this Third Amendment as Annex
         I.

                  (i)      Exhibit C attached to the Credit Agreement is hereby
         deleted in its entirety and replaced by inserting in its place the form
         of Exhibit C attached to this Third Amendment as Annex III. Any
         reference to Exhibit C in the Credit Agreement or any other Loan
         Document shall be deemed to refer to Exhibit C attached to this Third
         Amendment as Annex III.

         Section 3. Redetermination of Borrowing Base.

                  (a)      Upon the effectiveness of this Third Amendment in
         accordance with Section 5, the Borrowing Base shall be automatically
         and immediately increased as of the Amendment Effective Date to
         $200,000,000 until the Borrowing Base shall be redetermined in
         accordance with the Credit Agreement.

                  (b)      Both the Borrower, on the one hand, and the
         Administrative Agent and the Banks, on the other hand, agree that the
         redetermination of the Borrowing Base pursuant to the foregoing clause
         (a) of this Section 3 shall not constitute a special or unscheduled
         redetermination of the Borrowing Base pursuant to Section 2.06 of the
         Credit Agreement.

         Section 4. Fleet as a Bank.

                  (a)      Upon the effectiveness of this Third Amendment and by
         its execution and delivery hereof, Fleet shall be deemed automatically
         to have become a Bank party to the Credit Agreement, shall be a "Bank"
         and have all the rights and obligations of a "Bank" under the Credit
         Agreement and the other Loan Documents (and all instruments, documents
         and collateral security pertaining thereto), and agrees to be bound by
         the terms and conditions set forth in the Credit Agreement and the
         other Loan Documents to which the Banks are a party, in each case, as
         if Fleet were an original signatory thereto.

                                       4
<PAGE>

                  (b)      Fleet (i) confirms that it has received a copy of the
         Credit Agreement, together with copies of the Financial Statements
         delivered pursuant to Sections 5.03 and 5.04, if any, and such other
         documents and information as it has deemed appropriate to make its own
         credit analysis and decision to enter into this Third Amendment and the
         Credit Agreement; (ii) agrees that it will, independently and without
         reliance upon the Administrative Agent or any other Existing Bank and
         based on such documents and information as it shall deem appropriate at
         the time, continue to make its own credit decisions in taking or not
         taking action under the Credit Agreement; (iii) represents and warrants
         that its name set forth herein is its legal name; (iv) appoints and
         authorizes the Administrative Agent to take such action as
         Administrative Agent on its behalf and to exercise such powers under
         the Credit Agreement as are delegated to the Administrative Agent by
         the terms thereof, together with such powers as are reasonably
         incidental thereto, all in accordance with Article VIII of the Credit
         Agreement; (vi) agrees that it will perform all of the obligations
         that, by the terms of the Credit Agreement, are required to be
         performed by it as a Bank; and (vii) agrees with the Administrative
         Agent that it is aware of and will comply with the provision of Section
         2.14 of the Credit Agreement.

                  (c)      Fleet hereby advises each other party hereto that its
         address for notices is set forth below its name on Annex II hereto.

                  (d)      All of the Obligations outstanding under the Credit
         Agreement or any other Loan Document immediately prior to the
         effectiveness of this Third Amendment shall hereby be restructured,
         rearranged, renewed, extended and continued under the Credit Agreement
         (as amended hereby) and the other Loan Documents.

                  (e)      In connection with Fleet becoming a Bank party to the
         Credit Agreement (as amended hereby), each Existing Bank hereby sells,
         assigns, transfers and conveys, and Fleet hereby purchases and accepts,
         so much of the Aggregate Commitment Amount under, Loans outstanding
         under, and LC Obligations under, the Credit Agreement such that the
         Percentage Share of each Bank (including the Existing Banks and Fleet)
         shall be as set forth on Schedule 1.01(b) to the Credit Agreement (as
         amended hereby). The foregoing sales, assignments, transfers and
         conveyances are without recourse to the Existing Banks and without any
         warranties whatsoever by the Administrative Agent, the LC Issuer or any
         Existing Bank with respect to the financial condition of the Borrower
         or the performance or observance by the Borrower of any of its
         obligations under the Credit Agreement, the Notes, any other Loan
         Document or any other instrument or document furnished pursuant hereto,
         other than the representation and warranty that each Existing Bank is
         the legal and beneficial owner of its respective interest being
         assigned hereby free and clear of any adverse claim. Neither the
         Administrative Agent nor any Existing Bank makes any representation or
         warranty or assumes any responsibility with respect to any statements,
         warranties or representations made in or in connection with the Credit
         Agreement or the execution, legality, validity, enforceability,
         genuineness, sufficiency or value of the Credit Agreement, the Notes,
         any other Loan Document or any other instrument or document furnished
         pursuant to the Credit Agreement or this Third Amendment.

                                       5
<PAGE>

         Section 5. Conditions Precedent in Connection with the Third Amendment.
The Third Amendment shall become effective upon the satisfaction of each of the
following conditions precedent (the first date upon which each such condition
has been satisfied, herein the "Amendment Effective Date"):

                  (a)      Administrative Agent shall have received fully
         executed counterparts, in the number of multiple originals requested by
         Administrative Agent, of the Third Amendment, duly executed by an
         authorized officer for Borrower and each Bank.

                  (b)      Administrative Agent shall have received from
         Borrower for the benefit of the Banks, concurrently with the Borrower's
         execution of this Third Amendment, a fee in the amount of:

                           (i)      for the account of each Existing Bank that
                  approves this Third Amendment (as evidenced by such Existing
                  Bank's execution and delivery of a signature page to this
                  Amendment), a fee equal to three-eighths of one percent
                  (0.375%) of the positive difference, if any, of (i) each
                  Existing Bank's respective Percentage Share (immediately after
                  giving effect to this Third Amendment) of $200,000,000, minus
                  (ii) each Existing Bank's respective Percentage Share
                  (immediately prior to the effectiveness of this Third
                  Amendment) of $155,000,000; and

                           (iii)    for the account of Fleet, a fee equal to
                  three-eighths of one percent (0.375%) of $25,000,000.

                  (c)      Administrative Agent shall have received from
         Borrower the replacement Notes payable to each respective Bank in the
         forms attached to this Third Amendment as Exhibits A-1 through A-7.

                  (d)      The representations and warranties contained in
         Article IV of the Credit Agreement shall be true and correct in all
         material respects on the date of the Third Amendment with the same
         effect as though such representations and warranties had been made on
         such date; and no Event of Default shall have occurred and be
         continuing or will have occurred upon the execution of the Third
         Amendment.

                  (e)      All legal matters incident to the consummation of the
         transactions contemplated by the Third Amendment shall be satisfactory
         to the Administrative Agent and its counsel.

         Section 6. Post-Closing Covenant. Each Existing Bank hereby agrees to
deliver, as soon as reasonably practical, each Note executed and delivered by
Borrower to each Bank dated as of May 14, 2003 endorsed with the following
language: "Replaced by Note dated December 12, 2003, in the face amount of
$_______, made by the maker and payable to the payee hereof," with such dollar
amount being equal to the face amount of the Note payable to each respective
Bank as set forth on Schedule 1.01(b) attached to this Third Amendment.

         Section 7. Reaffirmation of Representations and Warranties. To induce
the Banks to enter into this Third Amendment, the Borrower hereby reaffirms, as
of the date hereof, its

                                       6
<PAGE>

representations and warranties contained in Article IV of the Credit Agreement
and in all other documents executed pursuant thereto, and additionally
represents and warrants as follows:

                  (a)      The execution and delivery of this Third Amendment
         and the performance by the Borrower of its obligations under this Third
         Amendment are within the Borrower's power, have been duly authorized by
         all necessary corporate action, have received all necessary
         governmental approval (if any shall be required), and do not and will
         not contravene or conflict with any provision of law or of the charter
         or by-laws of the Borrower or of any agreement binding upon the
         Borrower.

                  (b)      The Credit Agreement as amended by this Third
         Amendment represents the legal, valid and binding obligations of the
         Borrower, enforceable against the Borrower in accordance with their
         respective terms subject as to enforcement only to bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally.

                  (c)      No Event of Default or Unmatured Event of Default has
         occurred and is continuing as of the date hereof.

         Section 8. Reaffirmation of Credit Agreement. This Third Amendment
shall be deemed to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended hereby, is hereby ratified, approved and confirmed in each
and every respect. All references to the Credit Agreement herein and in any
other document, instrument, agreement or writing shall hereafter be deemed to
refer to the Credit Agreement as amended hereby.

         Section 9. Entire Agreement. The Credit Agreement, as hereby amended,
embodies the entire agreement between the Borrower and the Banks and supersedes
all prior proposals, agreements and understandings relating to the subject
matter hereof. The Borrower certifies that it is not relying on any
representation, warranty, covenant or agreement except for those set forth in
the Credit Agreement, as hereby amended, and in the other documents previously
executed or executed of even date herewith.

         Section 10. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

         Section 11. Severability. Whenever possible each provision of this
Third Amendment shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Third Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Third Amendment.

         Section 12. Execution in Counterparts. This Third Amendment may be
executed in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same agreement.

                                       7
<PAGE>

         Section 13. Section Captions. Section captions used in this Third
Amendment are for convenience of reference only, and shall not affect the
construction of this Third Amendment.

         Section 14. Successors and Assigns. This Third Amendment shall be
binding upon the Borrower and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Borrower and the Banks, and the
respective successors and assigns of the Banks.

         Section 15. Non-Application of Chapter 346 of Texas Finance Codes. In
no event shall Chapter 346 of the Texas Finance Code (which regulates certain
revolving loan accounts and revolving tri-party accounts) apply to this Credit
Agreement as hereby further amended or any other Loan Documents or the
transactions contemplated hereby.

         Section 16. NOTICE. THIS THIRD AMENDMENT TOGETHER WITH THE CREDIT
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 WRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.

                            [SIGNATURE PAGES FOLLOW]

                                       8
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
duly executed as of the day and year first above written.

                                    BORROWER:

                                    ULTRA RESOURCES, INC.

                                    By: /s/ Michael D. Watford
                                        ---------------------------------------
                                        Michael D. Watford
                                        President and Chief Executive Officer

                                    ADMINISTRATIVE AGENT, LC ISSUER AND BANK:

                                    BANK ONE, NA

                                    By: /s/ Stephen Shatto
                                        ----------------------------------------
                                        Stephen Shatto
                                        Vice President

                                    SYNDICATION AGENT AND BANK:

                                    UNION BANK OF CALIFORNIA, N.A.

                                    By: /s/ Ali Ahmed
                                        ----------------------------------------
                                        Ali Amed
                                        Vice President

                                    By:  /s/ Damien Meiburger
                                         --------------------------------------
                                         Damien Meiburger
                                         Senior Vice President

                                    CO-AGENT AND BANK:

                                    HIBERNIA NATIONAL BANK

                                    By: /s/ Nancy G. Moragas
                                        ---------------------------------------
                                        Nancy G. Moragas
                                        Vice President

                                       9
<PAGE>

                                    CO-AGENT AND BANK:

                                    GUARANTY BANK, FSB

                                    By: /s/ Richard Menchaca
                                        ---------------------------------------
                                        Richard Menchaca
                                        Senior Vice President

                                    BANK:

                                    COMPASS BANK

                                    By: /s/ Kathleen J. Bowen
                                        ----------------------------------------
                                        Kathleen J. Bowen

                                    BANK:

                                    BANK OF SCOTLAND

                                    By: /s/ Susan E. Hay
                                        ----------------------------------------
                                        Susan E. Hay
                                        Director, Business Services

                                    BANK:

                                    FLEET NATIONAL BANK

                                    By: /s/ Mark Serice
                                        ----------------------------------------
                                        Mark Serice
                                        Vice President

                                       10
<PAGE>

                          ACKNOWLEDGMENT BY GUARANTORS

         Each of the undersigned Guarantors hereby (i) consents to the terms and
conditions of that certain Third Amendment to First Amended and Restated Credit
Agreement dated as of December 12, 2003 (the "Third Amendment"), (ii)
acknowledges and agrees that its consent is not required for the effectiveness
of the Third Amendment, (iii) ratifies and acknowledges its respective
Guaranteed Indebtedness under each Loan Document to which it is a party, and
(iv) represents and warrants that (a) no Default or Event of Default has
occurred and is continuing, (b) it is in full compliance with all covenants and
agreements pertaining to it in the Loan Documents, and (c) it has reviewed a
copy of the Third Amendment.

         Executed to be effective as of December 12, 2003.

                                    GUARANTORS:

                                    UP ENERGY CORPORATION
                                    ULTRA PETROLEUM CORP.

                                    By: /s/ Michael D. Watford
                                       -----------------------------
                                       Name: Michael D. Watford
                                       Title:

                                       11
<PAGE>

                                                                         ANNEX I

                                SCHEDULE 1.01(b)

               Commitment Amounts and Aggregate Commitment Amount

<TABLE>
<CAPTION>
                                  Percentage       Commitment
            Bank                    Share            Amount
------------------------------    ----------     ---------------
<S>                               <C>            <C>
Bank One, NA                       18.00000%     $ 45,000,000.00
Guaranty Bank, FSB                 18.00000%     $ 45,000,000.00
Union Bank of California, N.A.     17.00000%     $ 42,500,000.00
Bank of Scotland                   15.00000%     $ 37,500,000.00
Fleet National Bank                12.50000%     $ 31,250,000.00
Hibernia National Bank             12.00000%     $ 30,000,000.00
Compass Bank                        7.50000%     $ 18,750,000.00
Aggregate Commitment Amount:      100.00000%     $250,000,000.00
</TABLE>

                                       12
<PAGE>

                                                                        ANNEX II

Fleet National Bank
100 Federal Street, MADE 10009H
Boston, MA 02110
Attention: Terrence Ronan
Telephone: (617) 434-5472
Fax: (617) 434-3652
terrence_ronan@fleet.com

With a copy to:

FleetBoston Energy Finance
700 Louisiana Street
Suite 2500
Houston, TX 77002
Attention: Mark A. Serice
Telephone: 713 315-4217
Fax: 713 224-1223
E-Mail: mark_serice@fleet.com

                                       13
<PAGE>

                                                                       ANNEX III

                               [See Attached File]

                                       14
<PAGE>

                                   EXHIBIT A-1

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$45,000,000.00                    Houston, Texas               December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of BANK ONE, NA (herein called "Bank"), at its
principal offices at 910 Travis, 6th Floor, Houston, Texas 77002, (i) the
principal amount of U.S. FORTY FIVE MILLION AND 00/100 DOLLARS ($45,000,000.00)
or the principal amount advanced pursuant to the terms of the Credit Agreement
(defined herein) as of the date of maturity hereof, whether by acceleration or
otherwise, whichever may be the lesser, and (ii) interest on the principal
balance from time to time advanced and remaining unpaid from the date of the
advance until maturity at a rate of interest equal to lesser of (a) the
"Floating Rate" (as defined and calculated in the Credit Agreement), or (b) the
Maximum Rate (as defined and calculated in the Credit Agreement). Any increase
or decrease in interest rate resulting from a change in the Maximum Rate shall
be effective immediately when such change becomes effective, without notice to
the Borrower, unless Applicable Law (as defined in the Credit Agreement)
requires that such increase or decrease not be effective until a later time, in
which event such increase or decrease shall be effective at the earliest time
permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                        1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                        2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                       3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                       ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman              By: /s/ Michael D. Watford
-------------------------                  ----------------------
Charlotte H. Kauffman                      Michael D. Watford
Secretary                                  President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT A-2

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$45,000,000.00                   Houston, Texas                December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of GUARANTY BANK, FSB (herein called "Bank"), at
its principal offices at 333 Clay Street, Suite 4430, Houston, Texas 77002, (i)
the principal amount of U.S. FORTY FIVE MILLION AND 00/100 DOLLARS
($45,000,000.00) or the principal amount advanced pursuant to the terms of the
Credit Agreement (defined herein) as of the date of maturity hereof, whether by
acceleration or otherwise, whichever may be the lesser, and (ii) interest on the
principal balance from time to time advanced and remaining unpaid from the date
of the advance until maturity at a rate of interest equal to lesser of (a) the
"Floating Rate" (as defined and calculated in the Credit Agreement), or (b) the
Maximum Rate (as defined and calculated in the Credit Agreement). Any increase
or decrease in interest rate resulting from a change in the Maximum Rate shall
be effective immediately when such change becomes effective, without notice to
the Borrower, unless Applicable Law (as defined in the Credit Agreement)
requires that such increase or decrease not be effective until a later time, in
which event such increase or decrease shall be effective at the earliest time
permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                        1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                        2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                        3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                       ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman              By: /s/ Michael D. Watford
--------------------------                 ----------------------
Charlotte H. Kauffman                      Michael D. Watford
Secretary                                  President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT A-3

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$42,500,000.00                   Houston, Texas                December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of UNION BANK OF CALIFORINA, N.A. (herein called
"Bank"), at its principal offices at 500 North Akard, Suite 4200, Dallas, Texas
75201, (i) the principal amount of U.S. FORTY TWO MILLION FIVE HUNDRED THOUSAND
AND 00/100 DOLLARS ($42,500,000.00) or the principal amount advanced pursuant to
the terms of the Credit Agreement (defined herein) as of the date of maturity
hereof, whether by acceleration or otherwise, whichever may be the lesser, and
(ii) interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                        1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                       2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                       3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                     ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman            By: /s/ Michael D. Watford
------------------------------           --------------------------------------
Charlotte H. Kauffman                    Michael D. Watford
Secretary                                President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT A-4

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$31,250,000.00                         Houston, Texas          December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of FLEET NATIONAL BANK (herein called "Bank"), at
its principal offices at 100 Federal Street, Boston, Massachusetts 02110, (i)
the principal amount of U.S. THIRTY ONE MILLION TWO HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($31,250,000.00) or the principal amount advanced pursuant to the
terms of the Credit Agreement (defined herein) as of the date of maturity
hereof, whether by acceleration or otherwise, whichever may be the lesser, and
(ii) interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                       1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                       2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                       3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                     ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman            By: /s/ Michael D. Watford
-------------------------                -------------------------------------
Charlotte H. Kauffman                    Michael D. Watford
Secretary                                President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT A-5

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$37,500,000.00                        Houston, Texas           December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of BANK OF SCOTLAND (herein called "Bank"), at its
principal offices at 565 Fifth Avenue, New York, New York 10017, (i) the
principal amount of U.S. THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100
DOLLARS ($37,500,000.00) or the principal amount advanced pursuant to the terms
of the Credit Agreement (defined herein) as of the date of maturity hereof,
whether by acceleration or otherwise, whichever may be the lesser, and (ii)
interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                       1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                       2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                       3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                      ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman             By: /s/ Michael D. Watford
-------------------------                 --------------------------------------
Charlotte H. Kauffman                     Michael D. Watford
Secretary                                 President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT A-6

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$30,000,000.00                  Houston, Texas                 December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of HIBERNIA NATIONAL BANK (herein called "Bank"),
at its principal offices at 313 Carondelet Street, New Orleans, Louisiana 70130,
(i) the principal amount of U.S. THIRTY MILLION AND 00/100 DOLLARS
($30,000,000.00) or the principal amount advanced pursuant to the terms of the
Credit Agreement (defined herein) as of the date of maturity hereof, whether by
acceleration or otherwise, whichever may be the lesser, and (ii) interest on the
principal balance from time to time advanced and remaining unpaid from the date
of the advance until maturity at a rate of interest equal to lesser of (a) the
"Floating Rate" (as defined and calculated in the Credit Agreement), or (b) the
Maximum Rate (as defined and calculated in the Credit Agreement). Any increase
or decrease in interest rate resulting from a change in the Maximum Rate shall
be effective immediately when such change becomes effective, without notice to
the Borrower, unless Applicable Law (as defined in the Credit Agreement)
requires that such increase or decrease not be effective until a later time, in
which event such increase or decrease shall be effective at the earliest time
permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                        1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                       2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                       3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                      ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman             By:  /s/ Michael D. Watford
-------------------------                  -------------------------------------
Charlotte H. Kauffman                      Michael D. Watford
Secretary                                  President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT A-7

                    THIRD AMENDED AND RESTATED REVOLVING NOTE

$18,750,000.00                  Houston, Texas                 December 12, 2003

         On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein, called "Borrower"), having an
address at 363 N. Sam Houston Parkway, Suite 1200, Houston, Texas 77060,
promises to pay to the order of COMPASS BANK (herein called "Bank"), at its
principal offices at 24 Greenway Plaza, Suite 1400A, Houston, Texas 77046, (i)
the principal amount of U.S. EIGHTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($18,750,000.00) or the principal amount advanced pursuant to the
terms of the Credit Agreement (defined herein) as of the date of maturity
hereof, whether by acceleration or otherwise, whichever may be the lesser, and
(ii) interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.

         Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.

         This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.

         "Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.

         Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.

         The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit

                                                             -------------------
                                                             Borrower's Initials

                                       1
<PAGE>

Agreement (hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in, this
Note.

         The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2006; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.

         In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.

         This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, the Second Amendment thereto dated May 14, 2003,
and the Third Amendment thereto dated as of December 12, 2003, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as LC Issuer,
and the several other banks and financial institutions who are from time to time
party thereto as Banks (as may be further amended from time to time, the "Credit
Agreement").

         This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute

                                                             -------------------
                                                             Borrower's Initials

                                       2
<PAGE>

and unconditional obligation of the Borrower to pay any outstanding and unpaid
principal of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to this Note
shall be reflected by notations made by the Bank on its records and the
aggregate unpaid amounts reflected by the notations on the records of the Bank
shall be deemed rebuttably presumptive evidence of the principal amount owing
under this Note.

         In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.

         If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.

         The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.

         This Note is one the Third Amended and Restated Notes that amends and
restates those certain Second Amended and Restated Notes dated March 1, 2002, in
an aggregate principal amount of $250,000,000, which Second Amended and Restated
Notes themselves amended and restated those certain Amended and Restated Notes
dated March 1, 2002, in an aggregate principal amount of $150,000,000, which
Amended and Restated Notes themselves amended and restated those certain
Revolving Notes dated March 1, 2002, in an aggregate principal amount of
$150,000,000, which Revolving Notes amended, extended, rearranged and restated
that certain Reducing Revolving Note executed effective as of July 19, 2001, in
the original principal amount of $100,000,000 executed by Ultra Resources, Inc.,
and payable to the order of Bank One, NA; which Reducing Revolving Note itself
amended, extended, rearranged and restated that certain

                                                             -------------------
                                                             Borrower's Initials

                                       3
<PAGE>

Reducing Revolving Note dated March 22, 2000, in the original principal amount
of $40,000,000 executed by Ultra Resources, Inc., and Ultra Petroleum (USA)
Inc., payable to the order of Bank One, Texas, National Association
(collectively, the "Prior Notes"). All liens and security interests that exist
to secure the indebtedness evidenced by that Prior Note shall continue in force
and effect to secure the indebtedness evidenced by this Note.

         Executed as of December 12, 2003, but effective as of the date and year
first set forth above.

                                      ULTRA RESOURCES, INC.

Attest:

/s/ Charlotte H. Kauffman             By: /s/ Michael D. Watford
-------------------------                 -------------------------------------
Charlotte H. Kauffman                     Michael D.  Watford
Secretary                                 President and Chief Executive Officer

                                                             -------------------
                                                             Borrower's Initials

                                       4
<PAGE>

                                   EXHIBIT "C"

                             Compliance Certificate

         I, the President of ULTRA RESOURCES, INC. (the "Company"), pursuant to
Section 5.05 of the First Amended and Restated Credit Agreement dated as of
March 1, 2002, by and among the Company, BANK ONE, NA, as Administrative Agent,
a Bank and the LC Issuer, and the other Banks that become party thereto, as the
same may be amended, restated, supplemented or otherwise modified (the
"Agreement") do hereby certify, as of the date hereof, that to my knowledge:

         (a)      No Event of Default (as defined in the Agreement) or Unmatured
                  Event Of Default has defined in the Agreement) has occurred
                  and is continuing except for the following events (include
                  actions taken to cure such situations):
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________

         (b)      No Material Adverse Change has occurred since the effective
                  date of the latest audited consolidated Financial Statements
                  of the Company delivered to the Administrative Agent;

         (c)      Except as otherwise stated in the Schedule, if any, attached
                  hereto, each of the representations and warranties of the
                  Company contained in Article IV of the Agreement is true and
                  correct in all respects [include on the attached Schedule, if
                  any, any qualifications to the representations in Section 4.07
                  of the Agreement that have occurred since the date of the last
                  Compliance Certificate]; and

         (d)      The Company's consolidated financial condition for the quarter
                  ending __________ is as follows:

                                        1
<PAGE>

<TABLE>
<CAPTION>
                            DATE OR                   REQUIRED RATIO                  ACTUAL
       FINANCIAL             TIME                          OR                        RATIO OR
       COVENANT             PERIOD                       AMOUNT                       AMOUNT
-----------------------     -------   --------------------------------------------   --------
<S>                         <C>       <C>                                            <C>
(1) Consolidated            Term of   not < $80,000,000.00 plus 75% of Ultra         ________
    Tangible Net Worth      Loan      Petroleum Corp.'s (as
                                      defined in the Agreement) positive
                                      consolidated Net Income, if any, accrued
                                      during each calendar quarter subsequent to
                                      9/30/01, calculated cumulatively as of the
                                      end of each fiscal quarter of Ultra
                                      Petroleum Corp. beginning with the quarter
                                      ending 12/31/01, with no reduction for
                                      negative Net Income during any such quarter,
                                      plus 100% of any increase in Stockholder's
                                      Equity resulting from the sale or issuance
                                      of stock in Ultra Petroleum Corp. or any of
                                      its Subsidiaries subsequent to 12/31/01.

(2) Current Ratio for       Term of   not < 1.00 to 1.00, calculated based on        ________
    any fiscal quarter      Loan      both: (a) the Consolidated Financial
                                      Statements (as defined in the Agreement),
                                      and (b) the consolidating financial
                                      statements applicable to Borrower, which
                                      form a part of the Consolidated Financial
                                      Statements.

(3) Ratio of EBITDA         Term of   not < 3.50 to 1.00, calculated on a rolling    ________
    to Term of interest     Loan      four (4) quarter basis and based on both:
    expense on all Loan               (a) the Consolidated Financial Statements,
    Indebtedness as of                and (b) the consolidating financial
    the end of each                   statements applicable to Borrower, which
    fiscal quarter                    form a part of the Consolidated Financial
                                      Statements.

(4) Intercompany            During    not > $25,000,000.00, without the prior        ________
    Transfers to Sino-      calendar  written approval of the Required Banks
    American Energy         year 2003
    Corporation
    permitted by
    Section 6.18
</TABLE>

                                        2
<PAGE>

<TABLE>
<CAPTION>
                            DATE OR                        REQUIRED RATIO                  ACTUAL
       FINANCIAL             TIME                               OR                        RATIO OR
       COVENANT             PERIOD                            AMOUNT                       AMOUNT
-----------------------     -------        --------------------------------------------   --------
<S>                         <C>            <C>                                            <C>
(5)Intercompany             During each         not > $35,000,000.00, without the prior   ________
   Transfers to Sino-       calendar            written approval of the Required Banks
   American Energy          year
   Corporation              beginning
   permitted by             with
   Section 6.18             calendar
                            year 2004
</TABLE>

         (e)      List the principal amount of all intercompany loans made by
                  Sino-Amercian to Borrower in reliance on clause (J) of the
                  definition of "Permitted Indebtedness" outstanding as of the
                  date hereof, together with the date on which such proceeds
                  were received by Borrower, the date, if any, on which such
                  loan is to be repaid by Borrower, any interest rate applicable
                  to such loans, and any other material terms thereof; list any
                  repayments made by Borrower to Sino-American in respect of any
                  previously outstanding intercompany loans repaid by Borrower
                  since the date of the immediately prior Compliance
                  Certificate:
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________

         (f)      List the aggregate amount of all investments or capital
                  contributions made by Sino-American to Borrower, together with
                  the date on which the proceeds of such investments or
                  contributions were received by the Borrower and any other
                  material terms or conditions thereof; list all returns of all
                  such amounts previously invested or capital contributions made
                  by Borrower to Sino-American in reliance of the proviso in
                  Section 6.05:

This certificate is executed this ______day of __________________, ____________.
_____________.

                                           ULTRA RESOURCES, INC.

                                           By:
                                               -------------------------------
                                               President and CEO

                                        3