EXHIBIT 10.1


FOURTH AMENDMENT TO SECOND AMENDED
 AND RESTATED CREDIT AGREEMENT


          This Fourth Amendment to Second Amended and Restated Credit Agreement (“Fourth Amendment”) dated as of November 14, 2005, and effective as of the Amendment Effective Date (as defined in Section 4 below), is by and among ULTRA RESOURCES, INC., a Wyoming corporation (“Borrower”), the several banks and financial institutions party hereto (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)), JPMORGAN CHASE BANK, N.A., (successor by merger to Bank One, N.A. (Main Office Chicago)) as a Bank, as the LC Issuer 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, the LC Issuer and the Banks have heretofore entered into a certain Second Amended and Restated Credit Agreement dated as of June 9, 2004, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of August 10, 2004, and as amended by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2004, and as amended by that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of May 5, 2005 (as so amended and as otherwise amended, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”); and


          WHEREAS, the Borrower, the Administrative Agent and the Banks have determined that, in connection with the regularly scheduled October redetermination of the Borrowing Base, the Borrowing Base should be increased to $800,000,000; and


          WHEREAS, the Borrower has requested that the Credit Agreement be amended to permit the Borrower to pay dividends in respect of its capital stock or to redeem or repurchase shares of its capital stock, in either case, subject to the terms and conditions set forth in the Credit Agreement as amended hereby; and


          WHEREAS, the Borrower has requested that the Credit Agreement be amended or otherwise modified as more particularly set forth herein, subject to the terms and conditions set forth in the Credit Agreement as amended hereby; and


          WHEREAS, subject to the terms and conditions of this Amendment, the Banks party hereto, the Administrative Agent and the LC Issuer have agreed to enter into this Fourth Amendment in order to effectuate such amendments and modifications;


          NOW, THEREFORE, in consideration of the premises herein contained and for 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)            Clause   (b) of Section 6.05 of the Credit Agreement is hereby amended and restated in   its entirety to provide:
  













	
  
 
  	
  
 “(b)         the   Borrower shall be permitted to declare and pay dividends or distributions   from time to time on its capital stock so long as the Aggregate Outstanding   Credit Exposure both on the date of any declaration and on the date of any   payment (and both before and after giving effect to any such payment) does   not exceed eighty-five percent (85%) of the Aggregate Commitment Amount then   in effect.”
  







	
  
 
  	
  
            (b)         The   proviso in Section 6.12 of the Credit Agreement is hereby amended and   restated in its entirety to provide:
  





	
  
 
  	
  
“provided that,   notwithstanding the foregoing, the Borrower shall be permitted to redeem,   purchase, retire or otherwise acquire for value any of its capital stock from   time to time so long as on the date of any payment in respect of any such   redemption, purchase, retirement or acquisition for value, as applicable, (i)   the Aggregate Outstanding Credit Exposure does not exceed eighty-five percent   (85%) of the Aggregate Commitment Amount then in effect (both before and   after giving effect to any such payment), and (ii) no Event of Default shall   have occurred and shall then be continuing.”
  





	
  
 
  	
  
            (c)           Paragraph   (f) of the Compliance Certificate attached to the Credit Agreement as   Exhibit C thereto is hereby amended and restated to provide:
  





	
  
 
  	
  
 “(f)          the   aggregate amount of all dividends or distributions paid by the Borrower on   its capital stock under Section 6.05 of the Credit Agreement, plus the aggregate amount of all   payments by the Borrower in respect of any redemption, purchase, retirement   or acquisition for value of its capital stock under the proviso in Section   6.12, in each case, since the date of the most recently delivered Compliance   Certificate is $______________.”
  




          Section 3.          Increase of Borrowing Base.

	
   
  	
  
          (a)          The   Borrowing Base shall be increased to $800,000,000 from and after the   Amendment Effective Date until the Borrowing Base shall be otherwise   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 clause (a) of this Section 3 constitutes the regularly scheduled Borrowing   Base Redetermination for October, 2005 (and shall not constitute a special   redetermination of the Borrowing Base pursuant to the third paragraph of   Section 2.06 of the Credit Agreement).
  




          Section 4.        Conditions Precedent in Connection with the Fourth Amendment.  The Fourth 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)          The   Administrative Agent shall have received fully executed counterparts, in the   number of multiple originals requested by Administrative Agent, of the Fourth   Amendment, duly executed by an authorized officer for Borrower and all of the   Banks;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (b)          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 Fourth Amendment (after giving effect to the provisions of this Fourth   Amendment) with the same effect as though such representations and warranties   had been made on such date (unless made as of a specific earlier date, in   which case, was true as of such date); and no Event of Default shall have   occurred and be continuing or will have occurred upon the execution of the   Fourth Amendment (after giving effect to the provisions of this Fourth   Amendment);
  




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




          Section 5.         Reaffirmation of Representations and Warranties.  To induce the Banks to enter into this Fourth Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties contained in Article IV of the Credit Agreement (after giving effect to the provisions of this Fourth Amendment) and in all other documents executed pursuant thereto, and additionally represents and warrants that, after giving effect to the provisions of this Fourth Amendment:


	
  
 
  	
  
          (a)          The   execution and delivery of this Fourth Amendment and the replacement Notes   delivered pursuant hereto, and the performance by the Borrower of its   obligations under this Fourth Amendment and such replacement Notes, 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 Fourth Amendment and the replacement   Notes delivered pursuant hereto, 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 6.          Reaffirmation of Credit Agreement.  This Fourth 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.  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 7.          Governing Law.  THIS FOURTH 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 8.          Severability.  Whenever possible each provision of this Fourth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Fourth 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 Fourth Amendment.


         Section 9.          Execution in Counterparts.  This Fourth 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.


         Section 10.        Section Captions.  Section captions used in this Fourth Amendment are for convenience of reference only, and shall not affect the construction of this Fourth Amendment.


         Section 11.        Successors and Assigns.  This Fourth 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.


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          Section 12.          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 the Credit Agreement as amended hereby or any other Loan Documents or the transactions contemplated hereby.


          Section 13.          Entire Agreement.  THIS FOURTH 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]


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

	
   
  	
  
BORROWER:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
ULTRA   RESOURCES, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name: 
  	
  
Marshall D. Smith
  
	
  
 
  	
  
Title:
  	
  
Chief Financial Officer
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ADMINISTRATIVE   AGENT, LC ISSUER AND BANK:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
JPMORGAN   CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago))
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
SYNDICATION   AGENT AND BANK:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
UNION   BANK OF CALIFORNIA, N.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	  
	  
	

   
	
  
 
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
CO-AGENT   AND BANK:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
HIBERNIA   NATIONAL BANK
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  




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CO-AGENT   AND BANK:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
GUARANTY   BANK, FSB
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BANK:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
COMPASS   BANK
  
	
  
 
  	
  
 
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BANK:
  
	
  
 
  	
  
 
  
	
   
  	
  
BANK OF   SCOTLAND
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	 
	  
	

   
	
  
 
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BANK:
  
	
   
  	
  
 
  
	
  
 
  	
  
FLEET   NATIONAL BANK
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	 
	  
	

   
	
  
 
  	
  
Name:  
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  




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ACKNOWLEDGMENT BY GUARANTORS


          Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of November 14, 2005 (the “Fourth Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Fourth 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 Fourth Amendment.


          Executed to be effective as of November 14, 2005.

	
  
 
  	
  
GUARANTORS:
  
	
  
 
  	
  
 
	  
	  

	
  
 
  	
  
UP ENERGY CORPORATION
  
	
  
 
  	
  
ULTRA PETROLEUM CORP.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  Name:
  	
  Michael D. Watford
  
	
   
  	
  Title:
  	
  Chairman,   President and Chief Executive Officer
  



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