AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the Agreement), dated as of May 12, 2020 by and among Ultra Resources, Inc., a Delaware corporation (the Company), UMB Bank, N.A. a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, (the Successor Trustee) and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 15950 North Dallas Parkway, Suite 550, Dallas, Texas 75248, (the Resigning Trustee).
WHEREAS, there are currently $150,439,000 aggregate principal amount of the Companys 6.875% Senior Notes due 2022 and $225,000,000 aggregate principal amount of the Companys 7.125% Senior Notes due 2025 (collectively, the Securities) outstanding under an Indenture, dated as of April 12, 2017, by and between the Company, the Guarantors, (as defined therein) and the Resigning Trustee (the Indenture);
WHEREAS, the Company appointed Resigning Trustee as the trustee (the Trustee), registrar, custodian and paying agent under the Indenture;
WHEREAS, Section 7.8 of the Indenture provides that the Trustee may at any time resign with respect to the Securities by giving written notice of such resignation to the Company effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee by the Company. This Agreement shall hereby serve as such written notice.
WHEREAS, Section 7.8 of the Indenture provides that, if the Trustee shall resign, the Company shall promptly appoint a successor Trustee;
WHEREAS, Section 7.8 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under the Indenture;