Ultra Petroleum 8K . Closes on Previously Announced Debt Exchange | SEC 26 Dec 18

Exhibit 10.5

FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Amendment”) is made as of December 21, 2018, by and among ULTRA RESOURCES, INC., a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.

WITNESSETH:

WHEREAS, the Borrower, the Administrative Agent and the Lenders entered into that certain Senior Secured Term Loan Agreement, dated as of April 12, 2017, among Ultra Petroleum Corp., a Yukon corporation, UP Energy Corporation, a Delaware corporation, the Borrower, the Administrative Agent, the Lenders and other parties from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for the purpose and consideration therein expressed, whereby the Lenders became obligated to make loans to the Borrower as therein provided;

WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders constituting the Majority Lenders have agreed, as set forth herein, to amend certain provisions of the Credit Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Credit Agreement, in consideration of the loans which may hereafter be made by Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

Section 1.1. Defined Terms. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Amendment. Unless otherwise specified, all section references in this Amendment refer to sections of the Credit Agreement.

ARTICLE II.

AMENDMENTS TO CREDIT AGREEMENT

Section 2.1. Amendments to Credit Agreement.

(a) The Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example:~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example:double-underlined text) as set forth in the pages of the Credit Agreement attached asExhibit A hereto.

Section 2.2. Amendment to Exhibits.

(a) Exhibit H attached hereto is hereby added to the Credit Agreement as Exhibit H.

(b) Exhibit I attached hereto is hereby added to the Credit Agreement as Exhibit I.

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

Section 3.1. First Amendment Effective Date. This Amendment shall become effective on the first date on which each of the conditions set forth in thisSection 3.1 is satisfied (such date, the “First Amendment Effective Date”):

(a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative Agent;

(b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document;

(c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;

(d) the Administrative Agent shall have received an opinion by Kirkland & Ellis LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;

(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;

(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of Simpson Thacher & Bartlett LLP and Stroock & Stroock & Levan LLP and all reasonableout-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and

(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the totalPV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production.

ARTICLE IV.

MISCELLANEOUS

Section 4.1. Intercreditor Agreement. The Lenders constituting the Majority Lenders hereby authorize and direct the Administrative Agent and the Collateral Agent to enter into, (a) to the extent contemplated to be entered into pursuant to the Credit Agreement, the Junior Lien Intercreditor Agreements and (b) to the extent the administrative agent and/or collateral agent under a refinancing or replacement of the Existing Revolving Credit Agreement has requested the Administrative Agent to enter into a Permitted Pari Passu Intercreditor Agreement, provided that, such Pari Passu Intercreditor Agreement shall have been posted to the Lenders on the Platform not less than five (5) Business Days prior to the date of execution thereof and the Majority Lenders shall not have objected within such five (5) Business Day period. Without limiting any other protections afforded to the Administrative Agent and the Collateral Agent herein, each such Lender hereby consents to the Administrative Agent, the Collateral Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, the Collateral Agent or any such successor, arising from the role of the Administrative Agent, the Collateral Agent or such successor under the Loan Documents, the Permitted Pari Passu Intercreditor Agreement or the Junior Lien Intercreditor Agreements so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct (as determined in a final andnon-appealable judgment by a court of competent jurisdiction). In addition, the Lenders constituting the Majority Lenders hereby authorize the Administrative Agent, the Collateral Agent or any such successor (i) to execute or to enter into amendments of, amendments and restatements of, waivers or other modifications of the Security Instruments, any such Permitted Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreements and any additional and replacement intercreditor agreements, in each case, in order to effect the subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Liens that are junior to the Liens securing the Obligations and incurred as permitted by the Credit Agreement and (ii) to establish certain relative rights as between the holders of the Obligations and the holders of the Debt secured by such Liens that are junior to the Liens securing the Obligations. Notwithstanding the foregoing, in the event of any conflict between the Junior Lien Intercreditor Agreement, the Permitted Pari Passu Intercreditor and the Credit Agreement as to such relative rights and obligations, the provisions of this Junior Lien Intercreditor Agreement and Permitted Pari Passu Intercretitor Agreement, as applicable, shall control.

Section 4.2. Ratification of Agreements. The Loan Documents, as they may be affected by this Amendment, are hereby ratified and confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

Section 4.3. Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement (as they may be affected by this Amendment) pertaining to Loan Documents apply thereto.

Section 4.4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 4.5. Counterparts; Fax. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO.

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IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.


BARCLAYS BANK PLC, as Administrative Agent

By:		/s/ Robert Walsh
		Name: Robert Walsh
		Title: Assistant Vice President

[Ultra Resources - Signature Page to First Amendment to Credit Agreement]


1828 CLO Ltd.,as a Lender

By: Guggenheim Partners Investment Management, LLC as Collateral Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person