exv10w1






Exhibit 10.1




CONFORMED COPY




 

 








ULTRA RESOURCES, INC.




FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT




Dated as of March 5, 2009




$235,000,000 Senior Notes




$62,000,000 7.31% Senior Notes, Series 2009-A, due March 1, 2016

$173,000,000 7.77% Senior Notes, Series 2009-B, due March 1, 2019




 

 








Series 2009-A PPN: 90388@ AC5

Series 2009-B PPN: 90388@ AD3




 









 








ULTRA RESOURCES, INC.

363 N Sam Houston Parkway E

Suite 1200

Houston Texas 77060

Phone: 281-876-0120

Fax: 281-876-2831




FIRST SUPPLEMENT TO MASTER NOTE PURCHASE

AGREEMENT DATED AS OF MARCH 6, 2008




Dated as of March 5, 2009




TO EACH OF THE PURCHASERS LISTED IN

     THE ATTACHED SCHEDULE A:




Ladies and Gentlemen:




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



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



     The Company agrees with the Purchasers as follows:



     1. Authorization of the New Series of Additional Notes. The Company has authorized
the issue and sale of $235,000,000 aggregate principal amount of Notes consisting of (i)
$62,000,000 aggregate principal amount of its 7.31% Senior Notes, Series 2009-A, due March 1, 2016
(the “Series 2009-A Notes”) and (ii) $173,000,000 aggregate principal amount of its 7.77% Senior
Notes, Series 2009-B, due March 1, 2019 (the “Series 2009-B Notes” and, together with the Series
2009-A Notes, the “Series 2009 Notes”). The Series 2009 Notes, together with the Series 2008 Notes
heretofore issued pursuant to the Note Purchase Agreement and each series of Additional Notes that
may from time to time hereafter be issued pursuant to the provisions of Section 1.2 of the Note
Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any
such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement).
The Series 2009 Notes shall be substantially in the form set out in Exhibits 1(a) and 1(b) to this
Supplement, with such changes therefrom, if any, as may be approved by the Purchasers and the
Company.



 









 





     2. Sale and Purchase of Series 2009 Notes. Subject to the terms and conditions herein
and in the Note Purchase Agreement, the Company will issue and sell to each Purchaser and each
Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series 2009
Notes in the principal amount specified opposite such Purchaser’s name in the attached Schedule A
at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers
are several and not joint obligations and each Purchaser shall have no liability to any Person for
the performance or non-performance by any other Purchaser hereunder.



     3. Closing. The sale and purchase of the Series 2009 Notes to be purchased by the
Purchasers shall occur at the offices of Foley & Lardner LLP, 321 North Clark Street, Suite 2800,
Chicago, Illinois 60654, at 9:00 a.m., Chicago time, at a closing (the “Closing”) on March 5, 2009
or on such other Business Day thereafter on or prior to March 15, 2009 as may be agreed upon by the
Company and you and the other Purchasers. At the Closing, the Company will deliver to you the
Series 2009 Notes to be purchased by you in the form of a single Note (or such greater number of
Series 2009 Notes in denominations of at least $500,000 as you may request) dated the date of the
Closing and registered in your name (or in the name of your nominee), against delivery by you to
the Company or its order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the Company to account
number 192648101 at JP Morgan Chase Bank, NA, New York, New York, ABA number 021000021. If at the
Closing the Company fails to tender such Series 2009 Notes to any Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to
such Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of
all further obligations under this Agreement, without thereby waiving any rights such Purchaser may
have by reason of such failure or such nonfulfillment.



     4. Conditions to Closing. Each Purchaser’s obligation to purchase and pay for the
Series 2009 Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser’s satisfaction, prior to or at the Closing, of the conditions set forth in Section 4 of
the Note Purchase Agreement, as hereafter modified and to the following additional conditions:




     (a) References in Section 4 of the Note Purchase Agreement to the “Series 2008 Notes”
shall be deemed to be references to the Series 2009 Notes and references to the “Closing”
shall be deemed to refer to the Closing as such term is defined in this Supplement;




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




     (c) The reference in Section 4.3 of the Note Purchase Agreement to the resolutions
“relating to the authorization, execution and delivery of the Notes, this



2









 







Agreement and the Parent Guaranty” shall be deemed to be a reference to the Series 2009
Notes, the Supplement and the confirmation of the Parent Guaranty set forth herein
(“Confirmation of the Parent Guaranty”);




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




     (e) Contemporaneously with the Closing, the Company shall sell to each Purchaser, and
each Purchaser shall purchase, the Series 2009 Notes to be purchased by such Purchaser at
the Closing as specified in Schedule A.



     5. Required Prepayments of the Series 2009 Notes. No regularly scheduled prepayments
are due on the Series 2009 Notes prior to their stated maturity.



     6. Representations of the Purchasers. Each Purchaser represents and warrants that the
representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and
correct on the date hereof with respect to the purchase of the Series 2009 Notes by such Purchaser.



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



     8. Liens Securing Obligations Under Credit Agreement. Anything in the Note Purchase
Agreement to the contrary notwithstanding, the Company will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or suffer to exist, directly or indirectly, any Lien on its
properties or assets, including capital stock, whether now owned or hereafter acquired, in favor of
the lenders or other creditors who are party to the Credit Agreement to secure loans under the
Credit Agreement unless concurrently therewith the Company shall make or cause to be made effective
provision whereby the Notes are secured by such Lien equally and ratably with any and all other
Indebtedness thereby secured pursuant to terms reasonably acceptable to the Required Holders. A
default by the Company in the performance of or compliance with this Section 8 shall be deemed to
be an Event of Default under Section 11(c) of the Note Purchase Agreement, for all purposes under
the Note Purchase Agreement and under this Supplement.



3









 





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



	 	 	 	 	 
	 	Very truly yours,



ULTRA RESOURCES, INC.

 	 
	 	By:  	/s/  Marshall D. Smith
 	 
	 	 	Name:  	Marshall D. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	The foregoing is agreed
to as of the date thereof.
	 
	 	 	 	 	 	 
	JOHN HANCOCK LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ Eugene X. Hodge, Jr.	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Eugene X. Hodge, Jr.	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
	 
	 	 	 	 	 	 
	By:	 	/s/ Eugene X. Hodge, Jr.	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Eugene X. Hodge, Jr.	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ Eugene X. Hodge, Jr.	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Eugene X. Hodge, Jr.	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	JPMORGAN CHASE BANK,

not individually but solely in its capacity as

Directed Trustee for the SBC Master Pension Trust
	 
	 	 	 	 	 	 
	By:	 	/s/ Amy L. Schneeberger	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Amy L. Schneeberger	 	 
	 

	 	Title:
	 	Vice President	 	 






S-2









 






	 	 	 	 	 	 	 
	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
	 
	 	 	 	 	 	 
	By:	 	/s/ Marina Mavrakis	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Marina Mavrakis	 	 
	 

	 	Title:
	 	Managing Director	 	 






S-3









 






	 	 	 	 	 	 	 
	PACIFIC LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ Diane W. Dales	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Diane W. Dales	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Cathy Schwartz	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Cathy Schwartz	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 






S-4









 






	 	 	 	 	 	 	 
	MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
	BY:	 	Babson Capital Management LLC,

as Investment Adviser	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Elisabeth A. Perenick	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Elisabeth A. Perenick	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	C.M. LIFE INSURANCE COMPANY

	BY:	 	Babson Capital Management LLC,

as Investment Adviser	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Elisabeth A. Perenick	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Elisabeth A. Perenick	 	 
	 

	 	Title:
	 	Managing Director	 	 






S-5









 






	 	 	 	 	 	 	 
	THE PRUDENTIAL INSURANCE COMPANY 

OF AMERICA
	 
	 	 	 	 	 	 
	By:	 	/s/ Brian N. Thomas	 	 
	 	 	 	 	 
	 	 	Brian N. Thomas	 	 
	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	GATEWAY RECOVERY TRUST
	 
	 	 	 	 	 	 
	By:	 	Prudential Investment Management, Inc.,

as Asset Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Brian N. Thomas	 	 
	 	 	 	 	 
	 	 	Brian N. Thomas	 	 
	 	 	Vice President	 	 






S-6









 






	 	 	 	 	 	 	 
	UNITED OF OMAHA LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ Justin P. Kavan	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Justin P. Kavan	 	 
	 

	 	Title:
	 	Vice President	 	 






S-7









 






	 	 	 	 	 	 	 
	MODERN WOODMEN OF AMERICA
	 
	 	 	 	 	 	 
	By:	 	/s/ Nick S. Coin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Nick S. Coin	 	 
	 

	 	Title:
	 	Treasurer & Investment Manager	 	 






S-8









 






	 	 	 	 	 	 	 
	PHOENIX LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ Christopher M. Wilkos	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Christopher M. Wilkos	 	 
	 

	 	Title:
	 	Senior Vice President

Corporate Portfolio Management

Phoenix Life Insurance Company	 	 
	 
	 	 	 	 	 	 
	PHL VARIABLE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ Christopher M. Wilkos	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Christopher M. Wilkos, CFA	 	 
	 

	 	Title:
	 	Senior Vice President

Corporate Portfolio Management

PHL Variable Insurance Company	 	 






S-9









 






	 	 	 	 	 	 	 
	SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ David Divine	 	 
	 	 	Name: David Divine	 	 
	 

	 	Title:
	 	Portfolio Manager	 	 






S-10









 






	 	 	 	 	 	 	 
	TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
	 
	 	 	 	 	 	 
	By:	 	/s/ David D. Rowland	 	 
	 	 	 	 	 
	 

	 	Name:
	 	David D. Rowland	 	 
	 

	 	Title:
	 	SVP, Fixed Income Investments	 	 
	 
	 	 	 	 	 	 
	ST. PAUL FIRE AND MARINE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ David D. Rowland	 	 
	 	 	 	 	 
	 

	 	Name:
	 	David D. Rowland	 	 
	 

	 	Title:
	 	SVP, Fixed Income Investments	 	 






S-11









 






	 	 	 	 	 	 	 
	JACKSON NATIONAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	PPM America, Inc., as
attorney in fact, 

on behalf of Jackson National Life Insurance Company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Luke S. Stifflear	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Luke S. Stifflear	 	 
	 

	 	Title:
	 	Senior Managing Director	 	 






S-12









 






	 	 	 	 	 	 	 
	NATIONAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ R. Scott Higgins	 	 
	 	 	 	 	 
	 

	 	Name:
	 	R. Scott Higgins	 	 
	 

	 	Title:
	 	Senior Vice President

Sentinel Asset Management	 	 






S-13









 






	 	 	 	 	 	 	 
	COUNTRY LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:	 	/s/ John Jacobs	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John Jacobs	 	 
	 

	 	Title:
	 	Director — Fixed Income	 	 






S-14









 






CONFIRMATION




     Each of the undersigned acknowledges receipt of the foregoing First Supplement dated as of
March 5, 2009 to the Master Note Purchase Agreement dated as of March 6, 2008 and confirms the
continuing validity and enforceability against such undersigned of the Parent Guaranty.



	 	 	 	 	 
	 	ULTRA PETROLEUM CORP.

 	 
	 	By:  	/s/ Marshall D. Smith
 	 
	 	 	Name:  	Marshall D. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	UP ENERGY CORPORATION

 	 
	 	By:  	/s/ Marshall D. Smith
 	 
	 	 	Name:  	Marshall D. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




S-15











 








Exhibit 1(a) to Supplement




[FORM OF SERIES 2009-A NOTE]



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




ULTRA RESOURCES, INC.




7.31% Senior Note due March 1, 2016




			
	 	 	 
	No. RA-[     ]
	 	[Date]
	$[               ]
	 	PPN: 90388@ AC5






     FOR VALUE RECEIVED, the undersigned, ULTRA RESOURCES, INC. (herein called the “Company”), a
corporation organized and existing under the laws of the state of Wyoming, promises to pay to [          
], or registered assigns, the principal sum of $[               ] on March 1, 2016, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance thereof at the rate of 7.31% per annum from the date hereof, payable semiannually, on
September 1 and March 1 in each year, commencing with the September 1 or March 1 next succeeding
the date hereof, until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law, at a rate per annum from time to time equal to the greater of (i) 9.31% or
(ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time
in New York, New York as its “base” or “prime” rate, on any overdue payment of interest, any
overdue payment (including any overdue prepayment) of principal and any overdue payment of any
Make-Whole Amount, payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), but in each case in no event in excess of the maximum nonusurious rate of
interest permitted under applicable law.



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



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Master Note Purchase Agreement dated as of March 6, 2008, as supplemented by a First Supplement
dated as of March 5, 2009 (as supplemented and from time to time amended



Exhibit 1(a)




 









 







and supplemented, the “Note Purchase Agreement”), between the Company and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in
Sections 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in
this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.




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



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



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



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



	 	 	 	 	 
	 	ULTRA RESOURCES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



Exhibit 1(b) to Supplement




[FORM OF SERIES 2009-B NOTE]



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




ULTRA RESOURCES, INC.




7.77% Senior Note due March 1, 2019




			
	 	 	 
	No. RB-[     ]
	 	[Date]
	$[               ]
	 	PPN: 90388@ AD3






     FOR VALUE RECEIVED, the undersigned, ULTRA RESOURCES, INC. (herein called the “Company”), a
corporation organized and existing under the laws of the state of Wyoming, promises to pay to [          
], or registered assigns, the principal sum of $[               ] on March 1, 2019, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance thereof at the rate of 7.77% per annum from the date hereof, payable semiannually, on
September 1 and March 1 in each year, commencing with the September 1 or March 1 next succeeding
the date hereof, until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law, at a rate per annum from time to time equal to the greater of (i) 9.77% or
(ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time
in New York, New York as its “base” or “prime” rate, on any overdue payment of interest, any
overdue payment (including any overdue prepayment) of principal and any overdue payment of any
Make-Whole Amount, payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), but in each case in no event in excess of the maximum nonusurious rate of
interest permitted under applicable law.



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



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Master Note Purchase Agreement dated as of March 6, 2008, as supplemented by



Exhibit 1(b)




 









 







a First Supplement dated as of March 5, 2009 (as supplemented and from time to time amended
and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) to have made the representations set forth in Sections 6.2
of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note
shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.




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



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



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



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



	 	 	 	 	 
	 	ULTRA RESOURCES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




2