FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment ("First Amendment") to First Amended and Restated
Credit Agreement ("Credit Agreement") dated as of March 1, 2002, by and among
ULTRA RESOURCES, INC., a Wyoming corporation ("Borrower"), the several banks and
financial institutions from time to time parties to this Credit Agreement (the
"Banks," such term to include all undersigned Banks and all other financial
institutions which subsequently become parties to this Agreement in accordance
with Section 9.05 hereof), BANK ONE, NA, a national banking association ("Bank
One") as a Bank, as the LC Issuer (hereinafter defined) and as Administrative
Agent for the Banks (in such latter capacity and together with its successors
and permitted assigns in such capacity, the "Administrative Agent"), is entered
into this 4th day of November, 2002.
WITNESSETH:
WHEREAS, Borrower and the Banks desire to amend the Credit Agreement as
set forth herein;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration received by each party
hereto, and each intending to be legally bound hereby, the parties agree as
follows:
I. Amendments to Credit Agreement.
Article I. DEFINITIONS, of the Credit Agreement is hereby amended by
revising the following defined terms in their entirety to read as follows:
"Note" and "Notes" means, individually, a promissory note issued by
Borrower payable to the order of a Bank evidencing the Loans made by
that Bank pursuant to Section 2.01 hereof and being substantially in
the form of the note attached as Exhibit B hereto, but specifically
including each Amended and Restated Note attached to the First
Amendment at Exhibits A-1 through A-5, together with any and all
further renewals, extensions for any period, increases or
rearrangements thereof, and means collectively all of such Notes.
Article I, DEFINITIONS, of the Credit Agreement is hereby amended by
adding thereto the following defined term:
"First Amendment" means the First Amendment to Credit Agreement dated
November 4, 2002 among the Banks and Borrower.
Section 2.06. Borrowing Base Determination, is hereby amended by
replacing the first sentence thereto with the following sentence:
"The Borrowing Base in effect as of October 1, 2002 is equal to One
Hundred Twenty Million Dollars ($120,000,000.00) relative to the Proved
Reserves attributable to the Borrowing Base Oil and Gas Properties
described on Exhibit "A" attached hereto."
Schedule 1.01(b) attached to the Credit Agreement is hereby replaced
in its entirety with Schedule 1.01(b) attached to this First Amendment. Any
reference to Schedule 1.01(b) in the Credit Agreement or any other Loan Document
shall be deemed to refer to Schedule 1.01(b) attached to this First Amendment.
III. Conditions Precedent in Connection with the First Amendment. The
First Amendment shall not be binding on the Banks until satisfaction of the
following conditions precedent:
A. Administrative Agent shall have received fully executed
counterparts, in the number of multiple originals requested by
Administrative Agent, of the First Amendment, duly executed by an
authorized officer for Borrower.
B. Administrative Agent shall have received from Borrower the agreed
upon fee for the execution and delivery of this First Amendment which
shall be for the benefit of the Banks.
C. Administrative Agent shall have received from Borrower the
replacement Notes payable to each respective Bank in the forms attached
to this First Amendment as Exhibits A-1 through A-5.
D. The representations and warranties contained in Article IV of the
Credit Agreement shall be true and correct in all material respects on
the date of the First Amendment with the same effect as though such
representations and warranties had been made on such date; and no Event
of Default shall have occurred and be continuing or will have occurred
upon the execution of the First Amendment.
E. All legal matters incident to the consummation of the transactions
contemplated by the First Amendment shall be satisfactory to the firm
of Porter & Hedges, L.L.P., special counsel for Bank.
F. All reasonable and documented legal fees owed by Banks to Porter &
Hedges, L.L.P. in connection with the First Amendment shall have been
paid by Borrower.
IV. Post-Closing Covenant. Each Bank hereby agrees to deliver, as soon
as reasonably practical, each Note executed and delivered by Borrower to each
Bank dated as of March 1, 2002 endorse with the following language: "Replaced by
Note dated November __, 2002, in the face amount of $______________, made by the
maker and payable to the payee hereof," with such dollar amount being equal to
the face amount of the Note payable to each respective Bank as set forth on
Schedule 1.01(b) attached to this First Amendment.
2
V. Reaffirmation of Representations and Warranties. To induce the Banks
to enter into this First Amendment, the Borrower hereby reaffirms, as of the
date hereof, its representations and warranties contained in Article IV of the
Credit Agreement and in all other documents executed pursuant thereto, and
additionally represents and warrants as follows:
A. The execution and delivery of this First Amendment and the
performance by the Borrower of its obligations under this First
Amendment are within the Borrower's power, have been duly authorized by
all necessary corporate action, have received all necessary
governmental approval (if any shall be required), and do not and will
not contravene or conflict with any provision of law or of the charter
or by-laws of the Borrower or of any agreement binding upon the
Borrower.
B. The Credit Agreement as amended by this First Amendment represents
the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms subject
as to enforcement only to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally.
C. No Event of Default or Unmatured Event of Default has occurred and
is continuing as of the date hereof.
VI. Defined Terms. Except as amended hereby, terms used herein that are
defined in the Credit Agreement shall have the same meanings herein.
VII. Reaffirmation of Credit Agreement. This First Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
further amended hereby, is hereby ratified, approved and confirmed in each and
every respect. All references to the Credit Agreement herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement as amended hereby.
VIII. Entire Agreement. The Credit Agreement, as hereby amended,
embodies the entire agreement between the Borrower and the Banks and supersedes
all prior proposals, agreements and understandings relating to the subject
matter hereof. The Borrower certifies that it is relying on no representation,
warranty, covenant or agreement except for those set forth in the Credit
Agreement, as hereby amended, and in the other documents previously executed or
executed of even date herewith.
IX. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.
X. Severability. Whenever possible each provision of this First
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this First Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this First Amendment.
3
XI. Execution in Counterparts. This First Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same agreement.
XII. Section Captions. Section captions used in this First Amendment
are for convenience of reference only, and shall not affect the construction of
this First Amendment.
XIII. Successors and Assigns. This First Amendment shall be binding
upon the Borrower and the Banks and their respective successors and assigns, and
shall inure to the benefit of the Borrower and the Banks, and the respective
successors and assigns of the Banks.
XIV. Non-Application of Chapter 346 of Texas Finance Codes. In no event
shall Chapter 346 of the Texas Finance Code (which regulates certain revolving
loan accounts and revolving tri-party accounts) apply to this Credit Agreement
as hereby further amended or any other Loan Documents or the transactions
contemplated hereby.
XV. NOTICE. THIS FIRST AMENDMENT TOGETHER WITH THE LOAN AGREEMENT, AND
THE OTHER SECURITY INSTRUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO WRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
[SIGNATURE PAGES FOLLOW]
4
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the day and year first above written.
BORROWER
ULTRA RESOURCES, INC.
By: /s/ MICHAEL D. WATFORD
-------------------------------------
Michael D. Watford
President and Chief Executive Officer
ADMINISTRATIVE AGENT, LC ISSUER AND
BANK:
BANK ONE, NA
By: /s/ STEPHEN SHATTO
-------------------------------------
Stephen Shatto
Vice President
SYNDICATION AGENT AND BANK:
UNION BANK OF CALIFORNIA, N.A.
By: /s/ RANDY OSTERBERG
-------------------------------------
Randy Osterberg
Senior Vice President
By: /s/ ALI AHMED
-------------------------------------
Ali Ahmed
Vice President
5
CO-AGENT AND BANK:
HIBERNIA NATIONAL BANK
By: /s/ SPENCER GAGNET
-------------------------------------
Spencer Gagnet
Senior Vice President
CO-AGENT AND BANK:
GUARANTY BANK, FSB
By: /s/ RICHARD E. MENCHACA
-------------------------------------
Richard E. Menchaca
Vice President
BANK:
COMPASS BANK
By: /s/ MURRAY BRASSEUX
-------------------------------------
Murray Brasseux
Executive Vice President
6
Schedule 1.01(b)
Commitment Amounts and Aggregate Commitment Amount
<Table>
<Caption>
Percentage Commitment
Bank Share Amount
- ------------------------------ ---------- ---------------
Bank One, NA 26.66667% $ 40,000,000
Union Bank of California, N.A 25.00000% $ 37,500,000
Hibernia National Bank 14.16667% $ 21,250,000
Guaranty Bank, FSB 25.00000% $ 37,500,000
Compass Bank 9.16666% $ 13,750,000
---------------
Aggregate Commitment Amount: $150,000,000.00
- ------------------------------
</Table>
EXHIBIT A-1
AMENDED AND RESTATED REVOLVING NOTE
$40,000,000.00 Houston, Texas March 1, 2002
On the dates hereinafter prescribed, for value received,
ULTRA RESOURCES, INC., a Wyoming corporation, (herein called
"Borrower"), having an address at 16801 Greenspoint Park, Suite
370, Houston, Texas 77060, promises to pay to the order of BANK
ONE, NA (herein called "Bank"), at its principal offices at 910
Travis, 6th Floor, Houston, Texas 77002, (i) the principal amount
of U.S. FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00) or the
principal amount advanced pursuant to the terms of the Credit
Agreement (defined herein) as of the date of maturity hereof,
whether by acceleration or otherwise, whichever may be the
lesser, and (ii) interest on the principal balance from time to
time advanced and remaining unpaid from the date of the advance
until maturity at a rate of interest equal to lesser of (a) the
"Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in
the Credit Agreement). Any increase or decrease in interest rate
resulting from a change in the Maximum Rate shall be effective
immediately when such change becomes effective, without notice to
the Borrower, unless Applicable Law (as defined in the Credit
Agreement) requires that such increase or decrease not be
effective until a later time, in which event such increase or
decrease shall be effective at the earliest time permitted under
the provisions of such law.
Notwithstanding the foregoing, if during any period the
Floating Rate exceeds the Maximum Rate, the rate of interest in
effect on this Note shall be limited to the Maximum Rate during
each such period, but at all times thereafter the rate of
interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined
below), until the total amount of interest accrued on this Note
equals the total amount of interest which would have accrued
hereon if the Floating Rate had at all times been in effect.
This Note is a revolving credit note and it is
contemplated that by reason of prepayments hereon there may be
times when no indebtedness is owing hereunder; but
notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made
hereunder subsequent to each such occurrence. Each principal
advance and each payment hereof made pursuant to this Note shall
be reflected by the Bank's records and the aggregate unpaid
amounts reflected by such records shall constitute rebuttably
presumptive evidence of the principal and unpaid, accrued
interest remaining outstanding on this Note.
"Agreed Maximum Rate" means a per annum rate of seven and
three-fourths percent (7.75%) plus the Floating Rate from time to
time in effect, which Agreed Maximum Rate shall apply only during
any period while there is no Maximum Rate applicable to this Note.
Other capitalized terms used herein, that are not defined
herein, shall have the meanings prescribed therefor in the Credit
Agreement.
-------------------
Borrower's Initials
The Borrower and the Bank hereby agree that Chapter 346 of the
Texas Finance Code, shall not apply to this Note or the loan
transaction evidenced by, and referenced in, the Credit Agreement
(hereinafter defined) in any manner, including without limitation, to
any account or arrangement evidenced or created by, or provided for in,
this Note.
The principal sum of this Note, after giving credit for
unadvanced principal, if any, remaining at final maturity, shall be due
and payable on or before March 1, 2005; interest to accrue upon the
principal sum from time to time owing and unpaid hereunder shall be due
and payable as provided in the Credit Agreement; provided, however, the
final installment of interest hereunder shall be due and payable not
later than the maturity of the principal sum hereof, howsoever such
maturity may be brought about.
In no event shall the aggregate of the interest on this Note,
plus any other amounts paid in connection with the loan evidenced by
this Note which would under Applicable Law be deemed "interest," ever
exceed the maximum amount of interest which, under Applicable Law,
could be lawfully charged on this Note. The Bank and the Borrower
specifically intend and agree to limit contractually the interest
payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other
instruments pertaining to or securing this Note shall ever be construed
to create a contract to pay interest at a rate in excess of the Maximum
Rate, and neither the Borrower nor any other party liable herefor shall
ever be liable for interest in excess of that determined at the Maximum
Rate, and the provisions of this paragraph shall control over all
provisions of this Note or of any other instruments pertaining to or
securing this Note. If any amount of interest taken or received by the
Bank shall be in excess of the maximum amount of interest which, under
Applicable Law, could lawfully have been collected on this Note, then
the excess shall be deemed to have been the result of a mathematical
error by the parties hereto and shall be refunded promptly to the
Borrower. All amounts paid or agreed to be paid in connection with the
indebtedness evidenced by this Note which would under Applicable Law be
deemed "interest" shall, to the extent permitted by Applicable Law, be
amortized, prorated, allocated and spread throughout the full term of
this Note.
This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower
(or by any other party) in favor of Bank One, NA, as Administrative
Agent for the Banks, including those executed simultaneously herewith,
those executed heretofore and those hereafter executed, and including
specifically and without limitation the Security Instruments described
and defined in that certain Credit Agreement dated as of March 22, 2000
by and between Borrower, Ultra Petroleum (USA) Inc., and Bank One,
Texas, National Association, as amended by that certain First Amendment
to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First
Amended and Restated Credit Agreement dated March 1, 2002 as amended by
the First Amendment thereto dated November 4, 2002, by and among
Borrower, Bank One, NA, as the Administrative Agent, as a Bank and as
LC Issuer, and the several other banks and financial institutions who
are from time to time party thereto as Banks (as may be further amended
from time to time, the "Credit Agreement").
-------------------
Borrower's Initials
2
This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a
statement of the rights and obligations of the holder of this Note and
the duties and obligations of the Borrower in relation thereto; but
neither this reference to the Credit Agreement nor any provisions
thereof shall affect or impair the absolute and unconditional
obligation of the Borrower to pay any outstanding and unpaid principal
of and interest on this Note when due, in accordance with the terms of
the Credit Agreement. Each advance and each payment made pursuant to
this Note shall be reflected by notations made by the Bank on its
records and the aggregate unpaid amounts reflected by the notations on
the records of the Bank shall be deemed rebuttably presumptive evidence
of the principal amount owing under this Note.
In the event of default in the payment when due of any of the
principal of or any interest on this Note, or in the event of default
under the terms of the Credit Agreement or any of the Security
Instruments, or if any event occurs or condition exists which
authorizes the acceleration of the maturity of this Note under any
agreement made by the Borrower, the Bank (or other holder of this Note)
may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid
principal balance of and accrued interest on this Note to be
immediately due and payable.
If this Note is collected by suit or through the Probate or
Bankruptcy Court, or any judicial proceeding, or if this Note is not
paid at maturity, however such maturity may be brought about, and is
placed in the hands of an attorney for collection, then the Borrower
agrees to pay reasonable and documented attorneys' fees, not to exceed
10% of the full amount of principal and interest owing hereon at the
time this Note is placed in the hands of an attorney.
The Borrower and all sureties, endorsers and guarantors of
this Note waive demand, presentment for payment, notice of nonpayment,
protest, notice of protest, notice of intent to accelerate maturity,
notice of acceleration of maturity, and all other notices, filing of
suit and diligence in collecting this Note or enforcing any of the
security herefor, and agree to any substitution, exchange or release of
any such security or the release of any party primarily or secondarily
liable hereon and further agrees that it will not be necessary for the
Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others
liable herefor, or to enforce its rights against any security herefor,
and consent to any one or more extensions or postponements of time of
payment of this Note on any terms or any other indulgences with respect
hereto, without notice thereof to any of them. The Bank may transfer
this Note, and the rights and privileges of the Bank under this Note
shall inure to the benefit of the Bank's representatives, successors or
assigns.
This Note amends and restates that certain Revolving Note
dated March 1,2002 in the original principal amount of $39,375,000, as
such Revolving Note amended, extended, rearranged and restated that
certain Reducing Revolving Note executed effective as of July 19, 2001,
in the original principal amount of $100,000,000.00 executed by ULTRA
RESOURCES, INC. and payable to the order of Bank One, NA, which itself
amended, extended, rearranged and restated that certain Reducing
Revolving Note dated March 22, 2000, in the face amount of
$40,000,000.00 executed by ULTRA PETROLEUM (USA) INC. and ULTRA
RESOURCES, INC., payable to the order of Bank One, Texas, National
Association, (the "Prior
-------------------
3 Borrower's Initials
Notes"). All liens and security interests that exist to secure the
indebtedness evidenced by that Prior Notes shall continue in force and
effect to secure the indebtedness evidenced by this Note.
Executed as of November __, 2002, but effective as of the date
and year first set forth above.
ULTRA RESOURCES, INC.
Attest:
By:
--------------------- -------------------------------------
Charlotte H. Kauffman Michael D. Watford
Secretary President and Chief Executive Officer
4
EXHIBIT A-2
AMENDED AND RESTATED REVOLVING NOTE
$37,500,000.00 Houston, Texas March 1, 2002
On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein called "Borrower"), having an
address at 16801 Greenspoint Park, Suite 370, Houston, Texas 77060, promises to
pay to the order of UNION BANK OF CALIFORNIA, N.A. (herein called "Bank"), at
its principal offices at 500 North Akard, Suite 4200, Dallas, Texas 75201, (i)
the principal amount of U.S. THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($37,500,000.00) or the principal amount advanced pursuant to the
terms of the Credit Agreement (defined herein) as of the date of maturity hereof
whether by acceleration or otherwise, whichever may be the lesser, and (ii)
interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.
Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereof if the Floating Rate had at all times
been in effect.
This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.
"Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.
Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.
-------------------
Borrower's Initials
The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit Agreement (hereinafter defined) in any manner,
including without limitation, to any account or arrangement evidenced or created
by, or provided for in, this Note.
The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2005; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.
In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.
This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, by and among Borrower, Bank One, NA, as the
Administrative Agent, as a Bank and as LC Issuer, and the several other banks
and financial institutions who are
-------------------
Borrower's Initials
2
from time to time party thereto as Banks (as may be further amended from time to
time, the "Credit Agreement").
This Note is the Revolving Note issued pursuant to the Credit
Agreement, Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute and unconditional obligation of the Borrower to pay any outstanding and
unpaid principal of and interest on this Note when due, in accordance with the
terms of the Credit Agreement. Each advance and each payment made pursuant to
this Note shall be reflected by notations made by the Bank on its records and
the aggregate unpaid amounts reflected by the notations on the records of the
Bank shall be deemed rebuttably presumptive evidence of the principal amount
owing under this Note.
In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.
If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.
The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.
This Note amends and restates that certain Revolving Note dated March
1, 2002 in the original principal amount of $35,625,000, as such Revolving Note
amended, extended, rearranged
-------------------
Borrower's Initials
3
and restated that certain Reducing Revolving Note executed effective as of July
19, 2001, in the original principal amount of $100,000,000.00 executed by ULTRA
RESOURCES, INC. and payable to the order of Bank One, NA, which itself amended,
extended, rearranged and restated that certain Reducing Revolving Note dated
March 22, 2000, in the face amount of $40,000,000.00 executed by ULTRA PETROLEUM
(USA) INC. and ULTRA RESOURCES, INC., payable to the order of Bank One, Texas,
National Association, (the "Prior Notes"). All liens and security interests that
exist to secure the indebtedness evidenced by that Prior Notes shall continue in
force and effect to secure the indebtedness evidenced by this Note.
Executed as of November __, 2002, but effective as of the date and year
first set forth above.
ULTRA RESOURCES, INC.
Attest:
By:
- ---------------------------------- --------------------------------
Charlotte H. Kauffman Michael D. Watford
Secretary President and Chief Executive
Officer
4
EXHIBIT A-3
AMENDED AND RESTATED REVOLVING NOTE
$21,250,000.00 Houston, Texas March 1, 2002
On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein called "Borrower"), having an
address at 16801 Greenspoint Park, Suite 370, Houston, Texas 77060, promises to
pay to the order of HIBERNIA NATIONAL BANK (herein called "Bank"), at its
principal offices at 313 Carondelet Street, New Orleans, Louisiana 70130, (i)
the principal amount of U.S. TWENTY-ONE MILLION TWO HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($21,250,000.00) or the principal amount advanced pursuant to the
terms of the Credit Agreement (defined herein) as of the date of maturity
hereof, whether by acceleration or otherwise, whichever may be the lesser, and
(ii) interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.
Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.
This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.
"Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.
Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.
-------------------
Borrower's Initials
The borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit Agreement (hereinafter defined) in any manner,
including without limitation, to any account or arrangement evidenced or created
by, or provided for in, this Note.
The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2005; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.
In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and
spread throughout the full term of this Note.
This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, by and among Borrower, Bank One, NA, as the
Administrative Agent, as a Bank and as LC Issuer, and the several other banks
and financial institutions who are
-------------------
Borrower's Initials
2
from time to time party thereto as Banks (as may be further amended from time to
time, the "Credit Agreement").
This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute and unconditional obligation of the Borrower to pay any outstanding and
unpaid principal of and interest on this Note when due, in accordance with the
terms of the Credit Agreement. Each advance and each payment made pursuant to
this Note shall be reflected by notations made by the Bank on its records and
the aggregate unpaid amounts reflected by the notations on the records of the
Bank shall be deemed rebuttably presumptive evidence of the principal amount
owing under this Note.
In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.
If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.
The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.
This Note amends and restates that certain Revolving Note dated March
1, 2002 in the original principal amount of $31,875,000, as such Revolving Note
amended, extended, rearranged
-------------------
Borrower's Initials
3
and restated that certain Reducing Revolving Note executed effective as of July
19, 2001, in the original principal amount of $100,000,000.00 executed by ULTRA
RESOURCES, INC. and payable to the order of Bank One, NA, which itself amended,
extended, rearranged and restated that certain Reducing Revolving Note dated
March 22, 2000, in the face amount of $40,000,000.00 executed by ULTRA PETROLEUM
(USA) INC. and ULTRA RESOURCES, INC., payable to the order of Bank One, Texas,
National Association, (the "Prior Notes"). All liens and security interests that
exist to secure the indebtedness evidenced by that Prior Notes shall continue in
force and effect to secure the indebtedness evidenced by this Note.
Executed as of November __, 2002, but effective as of the date and year
first set forth above.
ULTRA RESOURCES, INC.
Attest:
By:
- ------------------------------------- --------------------------------
Charlotte H. Kauffman Michael D. Watford
Secretary President and Chief Executive
Officer
4
EXHIBIT A-4
AMENDED AND RESTATED REVOLVING NOTE
$37,500,000.00 Houston, Texas March 1, 2002
On the dates hereinafter prescribed, for value received, ULTRA RESOURCES,
INC., a Wyoming corporation, (herein called "Borrower"), having an address at
16801 Greenspoint Park, Suite 370, Houston, Texas 77060, promises to pay to the
order of GUARANTY BANK, FSB (herein called "Bank"), at its principal offices at
333 Clay Street, Suite 4430, Houston, Texas 77002, (i) the principal amount of
U.S. THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($37,500,000.00) or the principal amount advanced pursuant to the terms of the
Credit Agreement (defined herein) as of the date of maturity hereof, whether by
acceleration or otherwise, whichever may be the lesser, and (ii) interest on the
principal balance from time to time advanced and remaining unpaid from the date
of the advance until maturity at a rate of interest equal to lesser of (a) the
"Floating Rate" (as defined and calculated in the Credit Agreement), or (b) the
Maximum Rate (as defined and calculated in the Credit Agreement). Any increase
or decrease in interest rate resulting from a change in the Maximum Rate shall
be effective immediately when such change becomes effective, without notice to
the Borrower, unless Applicable Law (as defined in the Credit Agreement)
requires that such increase or decrease not be effective until a later time, in
which event such increase or decrease shall be effective at the earliest time
permitted under the provisions of such law.
Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.
This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.
"Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.
Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.
-------------------
Borrower's Initials
The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit Agreement (hereinafter defined) in any manner,
including without limitation, to any account or arrangement evidenced or created
by, or provided for in, this Note.
The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2005; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.
In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.
This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, by and among Borrower, Bank One, NA, as the
Administrative Agent, as a Bank and as LC Issuer, and the several other banks
and financial institutions who are from time to time party thereto as Banks (as
may be further amended from time to time, the "Credit Agreement").
-------------------
Borrower's Initials
2
This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto; but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute and unconditional obligation of the Borrower to pay any outstanding and
unpaid principal of and interest on this Note when due, in accordance with the
terms of the Credit Agreement. Each advance and each payment made pursuant to
this Note shall be reflected by notations made by the Bank on its records and
the aggregate unpaid amounts reflected by the notations on the records of the
Bank shall be deemed rebuttably presumptive evidence of the principal amount
owing under this Note.
In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.
If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.
The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.
This Note amends and restates that certain Reducing Revolving Note
executed effective as of July 19, 2001, in the original principal amount of
$100,000,000.00 executed by ULTRA RESOURCES, INC. and payable to the order of
Bank One, NA, which itself amended, extended, rearranged and restated that
certain Revolving Note dated March 1, 2002 in the original principal amount of
$31,875,000, as such Revolving Note amended, extended, rearranged and restated
that certain Reducing Revolving Note dated March 22, 2000, in the face amount of
$40,000,000.00 executed by ULTRA PETROLEUM (USA) INC. and ULTRA RESOURCES, INC.,
payable to the
-------------------
Borrower's Initials
3
order of Bank One, Texas, National Association, (the "Prior Notes"). All liens
and security interests that exist to secure the indebtedness evidenced by that
Prior Notes shall continue in force and effect to secure the indebtedness
evidenced by this Note.
Executed as of November __, 2002, but effective as of the date and year
first set forth above.
ULTRA RESOURCES, INC.
Attest:
By:
- --------------------------- --------------------------------------
Charlotte H. Kauffman Michael D. Watford
Secretary President and Chief Executive Officer
4
EXHIBIT A-5
AMENDED AND RESTATED REVOLVING NOTE
$13,750,000.00 Houston, Texas March 1, 2002
On the dates hereinafter prescribed, for value received, ULTRA
RESOURCES, INC., a Wyoming corporation, (herein called "Borrower"), having an
address at 16801 Greenspoint Park, Suite 370, Houston, Texas 77060, promises to
pay to the order of COMPASS BANK (herein called "Bank"), at its principal
offices at 24 Greenway Plaza, Suite 1401, Houston, Texas 77046, (i) the
principal amount of U.S. THIRTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($13,750,000.00) or the principal amount advanced pursuant to the
terms of the Credit Agreement (defined herein) as of the date of maturity
hereof, whether by acceleration or otherwise, whichever may be the lesser, and
(ii) interest on the principal balance from time to time advanced and remaining
unpaid from the date of the advance until maturity at a rate of interest equal
to lesser of (a) the "Floating Rate" (as defined and calculated in the Credit
Agreement), or (b) the Maximum Rate (as defined and calculated in the Credit
Agreement). Any increase or decrease in interest rate resulting from a change in
the Maximum Rate shall be effective immediately when such change becomes
effective, without notice to the Borrower, unless Applicable Law (as defined in
the Credit Agreement) requires that such increase or decrease not be effective
until a later time, in which event such increase or decrease shall be effective
at the earliest time permitted under the provisions of such law.
Notwithstanding the foregoing, if during any period the Floating Rate
exceeds the Maximum Rate, the rate of interest in effect on this Note shall be
limited to the Maximum Rate during each such period, but at all times thereafter
the rate of interest in effect on this Note shall be the Maximum Rate or, if
there is no Maximum Rate, the Agreed Maximum Rate (as defined below), until the
total amount of interest accrued on this Note equals the total amount of
interest which would have accrued hereon if the Floating Rate had at all times
been in effect.
This Note is a revolving credit note and it is contemplated that by
reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrence, this Note shall remain valid and
in full force and effect as to each principal advance made hereunder subsequent
to each such occurrence. Each principal advance and each payment hereof made
pursuant to this Note shall be reflected by the Bank's records and the aggregate
unpaid amounts reflected by such records shall constitute rebuttably presumptive
evidence of the principal and unpaid, accrued interest remaining outstanding on
this Note.
"Agreed Maximum Rate" means a per annum rate of seven and three-fourths
percent (7.75%) plus the Floating Rate from time to time in effect, which Agreed
Maximum Rate shall apply only during any period while there is no Maximum Rate
applicable to this Note.
Other capitalized terms used herein, that are not defined herein, shall
have the meanings prescribed therefor in the Credit Agreement.
-------------------
Borrower's Initials
The Borrower and the Bank hereby agree that Chapter 346 of the Texas
Finance Code, shall not apply to this Note or the loan transaction evidenced by,
and referenced in, the Credit Agreement (hereinafter defined) in any manner,
including without limitation, to any account or arrangement evidence or created
by, or provided for in, this Note.
The principal sum of this Note, after giving credit for unadvanced
principal, if any, remaining at final maturity, shall be due and payable on or
before March 1, 2005; interest to accrue upon the principal sum from time to
time owing and unpaid hereunder shall be due and payable as provided in the
Credit Agreement; provided, however, the final installment of interest hereunder
shall be due and payable not later than the maturity of the principal sum
hereof, howsoever such maturity may be brought about.
In no event shall the aggregate of the interest on this Note, plus any
other amounts paid in connection with the loan evidenced by this Note which
would under Applicable Law be deemed "interest," ever exceed the maximum amount
of interest which, under Applicable Law, could be lawfully charged on this Note.
The Bank and the Borrower specifically intend and agree to limit contractually
the interest payable on this Note to not more than an amount determined at the
Maximum Rate. Therefore, none of the terms of this Note or any other instruments
pertaining to or securing this Note shall ever be construed to create a contract
to pay interest at a rate in excess of the Maximum Rate, and neither the
Borrower nor any other party liable herefor shall ever be liable for interest in
excess of that determined at the Maximum Rate, and the provisions of this
paragraph shall control over all provisions of this Note or of any other
instruments pertaining to or securing this Note. If any amount of interest taken
or received by the Bank shall be in excess of the maximum amount of interest
which, under Applicable Law, could lawfully have been collected on this Note,
then the excess shall be deemed to have been the result of a mathematical error
by the parties hereto and shall be refunded promptly to the Borrower. All
amounts paid or agreed to be paid in connection with the indebtedness evidenced
by this Note which would under Applicable Law be deemed "interest" shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of this Note.
This Note is secured by all security agreements, collateral
assignments, mortgages and lien instruments executed by the Borrower (or by any
other party) in favor of Bank One, NA, as Administrative Agent for the Banks,
including those executed simultaneously herewith, those executed heretofore and
those hereafter executed, and including specifically and without limitation the
Security Instruments described and defined in that certain Credit Agreement
dated as of March 22, 2000 by and between Borrower, Ultra Petroleum (USA) Inc.,
and Bank One, Texas, National Association, as amended by that certain First
Amendment to Credit Agreement dated as of July 19, 2001 by and between Borrower
and Bank One, NA, and as amended and restated by that certain First Amended and
Restated Credit Agreement dated March 1, 2002, as amended by the First Amendment
thereto dated November 4, 2002, by and among Borrower, Bank One, NA, as the
Administrative Agent, as a Bank and as LC Issuer, and the several other banks
and financial institutions who are from time to time party thereto as Banks (as
may be further amended from time to time, the "Credit Agreement").
-------------------
Borrower's Initials
2
This Note is the Revolving Note issued pursuant to the Credit
Agreement. Reference is hereby made to the Credit Agreement for a statement of
the rights and obligations of the holder of this Note and the duties and
obligations of the Borrower in relation thereto, but neither this reference to
the Credit Agreement nor any provisions thereof shall affect or impair the
absolute and unconditional obligation of the Borrower to pay any outstanding and
unpaid principal of and interest on this Note when due, in accordance with the
terms of the Credit Agreement. Each advance and each payment made pursuant to
this Note shall be reflected by notations made by the Bank on its records and
the aggregate unpaid amounts reflected by the notations on the records of the
Bank shall be deemed rebuttably presumptive evidence of the principal amount
owing under this Note.
In the event of default in the payment when due of any of the principal
of or any interest on this Note, or in the event of default under the terms of
the Credit Agreement or any of the Security Instruments, or if any event occurs
or condition exists which authorizes the acceleration of the maturity of this
Note under any agreement made by the Borrower, the Bank (or other holder of this
Note) may, at its option, without presentment or demand or any notice to the
Borrower or any other person liable herefor, declare the unpaid principal
balance of and accrued interest on this Note to be immediately due and payable.
If this Note is collected by suit or through the Probate or Bankruptcy
Court, or any judicial proceeding, or if this Note is not paid at maturity,
however such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Borrower agrees to pay reasonable and
documented attorneys' fees, not to exceed 10% of the full amount of principal
and interest owing hereon at the time this Note is placed in the hands of an
attorney.
The Borrower and all sureties, endorsers and guarantors of this Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate maturity, notice of acceleration of
maturity, and all other notices, filing of suit and diligence in collecting this
Note or enforcing any of the security herefor, and agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon and further agrees that it will not be necessary
for the Bank, in order to enforce payment of this Note by them, to first
institute suit or exhaust its remedies against any Borrower or others liable
herefor, or to enforce its rights against any security herefor, and consent to
any one or more extensions or postponements of time of payment of this Note on
any terms or any other indulgences with respect hereto, without notice thereof
to any of them. The Bank may transfer this Note, and the rights and privileges
of the Bank under this Note shall inure to the benefit of the Bank's
representatives, successors or assigns.
This Note amends and restates that certain Revolving Note dated March
1, 2002 in the principal amount of $11,250,000, as such Revolving Note amended,
extended, rearranged and restated that certain Reducing Revolving Note executed
effective as of July 19, 2001, in the original principal amounts of
$100,000,000.00 executed by ULTRA RESOURCES, INC. and payable to the order of
Bank One, NA, which itself amended, extended, rearranged and restated that
certain Reducing Revolving Note dated March 22, 2000, in the face amount of
$40,000,000.00 executed by ULTRA PETROLEUM (USA) INC. and ULTRA RESOURCES, INC.,
payable to the order of Bank One, Texas, National
-------------------
Borrower's Initials
3
Association, (the "Prior Notes"). All liens and security interests that exist to
secure the indebtedness evidenced by that Prior Notes shall continue in force
and effect to secure the indebtedness evidenced by this Note.
Executed as of November __, 2002, but effective as of the date and year
first set forth above.
ULTRA RESOURCES, INC.
Attest:
By:
- --------------------------- --------------------------------------
Charlotte H. Kauffman Michael D. Watford
Secretary President and Chief Executive Officer
4