COMSTOCK RESOURCES, INC., COMSTOCK AIR MANAGEMENT, LLC GUARANTORS NAMED HEREIN and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee _________________________ SECOND SUPPLEMENTAL INDENTURE dated as of April 30, 2010 to INDENTURE dated as of October 9, 2009 _________________________ 8 3/8% Senior Notes due 2017

 

 

 

COMSTOCK RESOURCES, INC.,

COMSTOCK AIR MANAGEMENT, LLC

GUARANTORS

NAMED HEREIN

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee

_________________________

SECOND SUPPLEMENTAL INDENTURE

dated as of April 30, 2010

to

INDENTURE

dated as of October 9, 2009

_________________________

8 3/8% Senior Notes due 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THIS SECOND SUPPLEMENTAL INDENTURE dated as of April 30, 2010 (as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, this “Second Supplemental Indenture”), is among COMSTOCK RESOURCES, INC., a Nevada corporation (hereinafter called the “Company”), COMSTOCK AIR MANAGEMENT, LLC, a Nevada limited liability company (the “New Subsidiary”), the GUARANTORS (as defined in the Indenture) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (hereinafter called the “Trustee”).  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Indenture (as defined below).

 

RECITALS OF THE COMPANY

WHEREAS, the Company, the Guarantors and the Trustee entered into an Indenture dated as of October 9, 2009 (the “Original Indenture”), as the same was amended and supplemented by that certain First Supplemental Indenture dated as of October 9, 2009 (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”), providing for the issuance by the Company from time to time, and the establishment of the terms of, the Company’s 8-3/8% Senior Notes due 2017;

 

WHEREAS, the Company formed the New Subsidiary pursuant to Articles of Organization filed in the Office of the Secretary of State of Nevada on March 2, 2010 and an Operating Agreement entered into as of March 3, 2010 (“Original Agreement”);

 

WHEREAS, the Company admitted M. Jay Allison and Roland O. Burns as members of the New Subsidiary (the “Members”), effective as of April 26, 2010, and the Members amended and restated the Original Agreement in its entirety (the “A&R Operating Agreement”);

 

WHEREAS, the business of the New Subsidiary is (i) to acquire the aircraft described on Exhibit A attached to the A&R Operating Agreement (the “Aircraft”), own, lease, finance, sell or otherwise dispose of the Aircraft, and (ii) to do any and all acts or things incidental to carry on the business of the New Subsidiary as set forth in clause (i) above;

 

WHEREAS, the Indenture provides that any Subsidiary may be designated an Unrestricted Subsidiary by the Board of Directors; and

 

WHEREAS, the New Subsidiary satisfies all of the requirements of the definition of “Unrestricted Subsidiary” as provided in the Original Indenture.

 

NOW, THEREFORE, for the purposes stated herein and for and in consideration of the premises and covenants contained in the Indenture and in this Second Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 2.2 Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Second Supplemental Indenture by any provision of the Trust Indenture Act, such required provisions shall control.

 

Section 2.3 Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

 

Section 2.4 Governing Law.  This Second Supplemental Indenture and the Guarantees contained herein shall be governed by, and construed and enforced in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.

 

COMPANY:

COMSTOCK RESOURCES, INC.

By: /s/ ROLAND O. BURNS

Roland O. Burns

Senior Vice President, Chief Financial Officer,

Secretary and Treasurer

GUARANTORS:

COMSTOCK OIL & GAS, LP

By: /s/ ROLAND O. BURNS

Roland O. Burns

Senior Vice President, Chief Financial Officer,

Secretary and Treasurer of Comstock

Resources, Inc., a Nevada corporation, acting

in its capacity as the sole member of Comstock

Oil & Gas GP, LLC, a Nevada limited liability

company, and as the sole member of such entity,

acting on behalf of such entity in such entity’s

capacity as the sole general partner of

Comstock Oil & Gas, LP, a Nevada limited

partnership

COMSTOCK OIL & GAS HOLDINGS, INC.

By: /s/ ROLAND O. BURNS

      Roland O. Burns

  Senior Vice President, Chief Financial Officer,

  Secretary and Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

COMSTOCK OIL & GAS-LOUISIANA, LLC

By: /s/ ROLAND O. BURNS

Roland O. Burns

Manager, Senior Vice President, Chief Financial Officer,

Secretary and Treasurer

COMSTOCK OIL & GAS GP, LLC

By: /s/ ROLAND O. BURNS 

Roland O. Burns

Senior Vice President, Chief Financial Officer,

Secretary and Treasurer of Comstock

Resources, Inc., a Nevada corporation, acting

on behalf of such entity in its capacity as the

sole member of Comstock Oil & Gas GP,

COMSTOCK OIL & GAS INVESTMENTS, LLC

By: /s/ ROLAND O. BURNS 

Roland O. Burns

Manager

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNRESTRICTED SUBSIDIARY:

COMSTOCK AIR MANAGEMENT, LLC

By: /s/ ROLAND O. BURNS 

      Roland O. Burns

      Manager

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TRUSTEE:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By: /s/ JULIE HOFFMAN-RAMOS