FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture, dated as of January 22, 2019 (this Supplemental Indenture), is among Ultra Resources, Inc., a Delaware corporation (the Issuer), Ultra Petroleum Corp., a Yukon, Canada corporation (the Parent Guarantor), the Subsidiary Guarantors party hereto (together with the Parent Guarantor, the Guarantors), and Wilmington Trust, National Association, as trustee (in such capacity together with its successors in such capacity, the Trustee) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors, the Trustee and Wilmington Trust, National Association, as collateral agent, have heretofore executed and delivered an Indenture, dated as of December 21, 2018 (as amended, supplemented, waived or otherwise modified, the Indenture), providing for the issuance of an aggregate principal amount of $545,000,000 of 9.00% Cash / 2.00% PIK Senior Secured Second Lien Notes due 2024 of the Issuer;
WHEREAS, Section 2.1(b) of the Indenture provides that, with respect to any Additional Notes issued after the Issue Date, the Issuer is required to set forth in a supplemental indenture certain information relating to the issuance of such Additional Notes; and
WHEREAS, pursuant to Section 9.1(10) of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Noteholder.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
SECTION 2.1. Additional Notes. On or about the date hereof, the Issuer intends to issue Additional Notes in an aggregate principal amount of $6,960,000 in exchange for $11,600,000 aggregate principal amount of the Issuers issued and outstanding 2022 Notes, which shall be the issue price. Such Additional Notes shall in be in the form annexed hereto as Exhibit A, which shall contain such other terms as may be required pursuant to the Indenture.