Second Supplemental Indenture
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EX-4.5 3 d13479exv4w5.txt SECOND SUPPLEMENTAL INDENTURE EXHIBIT 4.5 COMSTOCK RESOURCES, INC., SUBSIDIARY GUARANTORS NAMED HEREIN and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of February 25, 2004 Supplementing the Indenture Dated as of April 29, 1999 11 1/4% Senior Notes due 2007 This SECOND SUPPLEMENTAL INDENTURE, dated as of February 25, 2004, is between COMSTOCK RESOURCES, INC., a Nevada corporation (the "Company"), COMSTOCK OIL & GAS, INC., a Nevada corporation, COMSTOCK OIL & GAS - LOUISIANA, LLC, a Nevada limited liability company, COMSTOCK OFFSHORE LLC, a Nevada limited liability company, COMSTOCK OIL & GAS HOLDINGS, INC., a Nevada corporation, and THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. (as successor-in-interest to U.S. Trust Company of Texas, N.A.) as Trustee (the "Trustee"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Indenture (as defined below). WHEREAS, the Company, certain Subsidiaries of the Company and the predecessor-in-interest to Trustee entered into an Indenture, dated as of April 29, 1999, as the same was amended and supplemented by that certain First Supplemental Indenture dated March 7, 2002, (collectively, the "Indenture"), providing for the issuance by the Company from time to time, and the establishment of the terms of, the Company's 11 1/4% Senior Notes due 2007; WHEREAS, the parties hereto desire to modify and amend the Indenture to remove certain restrictive covenants therefrom; and WHEREAS, the Holders (as defined in the Indenture) of at least a majority in aggregate principal amount of Outstanding Securities (as defined in the Indenture) have consented to the amendments contained herein as required by Section 8.2 of the 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: ARTICLE I Section 1.1 Deletion of Covenants. Effective as of the date hereof, each of the following sections of the Indenture (each, a "Deleted Covenant"), together with all references to any such section set forth in the Indenture, are hereby deleted in their entireties:
Section 1.2 Covenant Concerning Certain Events of Default. Effective as of the date hereof, subsections (d), (e), (f), (g), (h) and (i) of Section 4.1 of the Indenture are hereby deleted in their entireties. Section 1.3 Provision Concerning When Company May Consolidate, Etc., Only on Certain Terms. Effective as of the date hereof, Section 7.1 of the Indenture is hereby deleted in its entirety. Section 1.4 Deletion of Definitions. Effective as of the date hereof, all definitions set forth in Article One of the Indenture which relate solely to the Deleted Covenants or to Section 7.1 of the Indenture are herby deleted in their entireties from the Indenture. ARTICLE II Section 2.1 Ratification of Indenture. As supplemented by this Second Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture as supplemented by this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument. 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 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. ARTICLE III Capitalized terms not otherwise defined herein shall have the meanings given in the Indenture as supplemented hereby. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written. ISSUER: COMSTOCK RESOURCES, INC. By: /s/ M. JAY ALLISON ------------------ Name: M. Jay Allison Title: President and Chief Executive Officer SUBSIDIARY GUARANTORS: COMSTOCK OIL & GAS, INC. By: /s/ M. JAY ALLISON ------------------ Name: M. Jay Allison Title: President and Chief Executive Officer COMSTOCK OIL & GAS-LOUISIANA, LLC (f/k/a Comstock Oil & Gas-Louisiana, Inc.) By: /s/ M. JAY ALLISON ------------------ Name: M. Jay Allison Title: President and Chief Executive Officer COMSTOCK OFFSHORE, LLC By: /s/ M. JAY ALLISON ------------------ Name: M. Jay Allison Title: President and Chief Executive Officer COMSTOCK OIL & GAS HOLDINGS, INC. By: /s/ M. JAY ALLISON ------------------ Name: M. Jay Allison Title: President and Chief Executive Officer TRUSTEE: THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. By: /s/ PATRICK T. GIORDANO ----------------------- Name: Patrick T. Giordano Title: Vice President
