Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of January 23, 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 toSection 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:
ARTICLE I
Definitions
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.
ARTICLE II
Additional Notes
SECTION 2.1. Additional Notes. On or about the date hereof, the Issuer intends to issue Additional Notes in an aggregate principal amount of $7,527,600 in exchange for $12,546,000 aggregate principal amount of the Issuer’s issued and outstanding 2022 Notes, which shall be the issue price. Such Additional Notes shall in be in the form annexed hereto asExhibit A, which shall contain such other terms as may be required pursuant to the Indenture.
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