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EXHIBIT 4.1




COMSTOCK RESOURCES, INC.,




GUARANTORS




NAMED HEREIN




and




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




Trustee




 






FOURTH SUPPLEMENTAL INDENTURE




dated as of May 20, 2005




to




INDENTURE




dated as of February 25, 2004




 






6 7/8% Senior Notes due 2012




 









 





     THIS FOURTH SUPPLEMENTAL INDENTURE dated as of May 20, 2005 (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 “Fourth Supplemental Indenture”),
is among COMSTOCK RESOURCES, INC., a Nevada corporation (hereinafter called the “Company”), the
GUARANTORS (as defined in the Indenture) and THE BANK OF NEW YORK 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
February 25, 2004 (the “Original Indenture”), as the same was amended and supplemented by that
certain First Supplemental Indenture dated as of February 25, 2004 (the “First Supplemental
Indenture”), and by that certain Second Supplemental Indenture dated as of March 11, 2004 (the
“Second Supplemental Indenture”), and by that certain Third Supplemental Indenture dated July 16,
2004 (the “Third Supplemental Indenture,” and together with the Original Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), providing for the
issuance by the Company from time to time, and the establishment of the terms of, the Company’s 6
7/8% Senior Notes due 2012;



     WHEREAS, effective July 16, 2004, Comstock Offshore, LLC, a Nevada limited liability company
and indirect wholly-owned subsidiary of the Company (“Comstock Offshore”), transferred
substantially all of its assets to Bois d’Arc Energy, LLC, a Nevada limited liability company
(“Bois d’Arc LLC”), in exchange for an approximately 59.9% ownership interest in Bois d’Arc LLC;



     WHEREAS, (i) Bois d’Arc Holdings, LLC, a Nevada limited liability company (“BDA Holdings”), is
a wholly-owned subsidiary of Bois d’Arc LLC that owns a 0.1% general partner interest in Bois d’Arc
Properties, LP, a Nevada limited partnership (“BDA Properties”), and (ii) Bois d’Arc Oil & Gas
Company, LLC, a Nevada limited liability company (“BDAOG”), is a wholly-owned subsidiary of Bois
d’Arc LLC that owns a 1% general partnership interest in Bois d’Arc Offshore, Ltd., a Nevada
limited partnership (“BDAO,” and collectively with BDAOG, BDA Properties, BDA Holdings and Bois
d’Arc LLC, the “BDA Subsidiaries”), (iii) Bois d’Arc LLC owns a 99.9% limited partnership interest
in BDA Properties, and (iv) Bois d’Arc LLC owns a 99.0% limited partnership interest in BDAO;



     WHEREAS, each of Bois d’Arc LLC and the BDA Subsidiaries became a Restricted Subsidiary
effective July 16, 2004 and became a Guarantor under the Indenture; and



     WHEREAS, on May 10, 2005 Bois d’Arc LLC was converted to a Nevada corporation and renamed Bois
d’Arc Energy, Inc. (“Bois d’Arc Inc.”);



     WHEREAS, on May 11, 2005, Bois d’Arc Inc. completed an initial public offering of its common
stock (the “IPO”);



 









 







     WHEREAS, in connection with the completion of the IPO, Bois d’Arc Inc. will repay all
outstanding amounts owed to the Company pursuant to a credit facility provided by the Company to
Bois d’Arc Inc., and in connection therewith, Bois d’Arc Inc. and the BDA Subsidiaries will be
released as guarantors under the Bank Credit Facility;



     WHEREAS, as a result of the IPO and immediately following the completion thereof, Comstock
Offshore’s ownership interest in Bois d’Arc Inc. has been reduced to 46.7% of the outstanding
voting stock of Bois d’Arc Inc., and therefore, Bois d’Arc Inc. and the BDA Subsidiaries are no
longer Subsidiaries of the Company;



     WHEREAS, Section 9.3 of the First Supplemental Indenture provides that upon being released of
other Indebtedness of the Company, including Indebtedness under the Bank Credit Facility, each
Guarantor is to be released and discharged from its Guarantee; and



     WHEREAS, upon completion of the IPO, (a) no “person” or “group” will own a greater percentage
of the Voting Stock of Bois d’Arc Inc. than will the Company and (b) the Company’s Leverage Ratio
on a pro forma basis with respect to the period of four full fiscal quarters ending March 31, 2005
does not exceed 1.75 to 1.00, thereby satisfying the requirements of clause (ix) of the definition
of “Permitted Investments.”



     NOW, THEREFORE, for the purposes stated herein and for and in consideration of the premises
and covenants contained in the Indenture and in this Fourth 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 Release of Guarantors. From the date of this Fourth Supplemental
Indenture, each of Bois d’Arc Inc. and the BDA Subsidiaries is hereby automatically and
unconditionally released and discharged from its Guarantee and all related obligations under the
Indenture, all upon the terms and conditions set forth in Section 9.3 of the First Supplemental
Indenture.



     Section 1.2 Cessation of Status as Subsidiary. From the date of this Fourth
Supplemental Indenture, Bois d’Arc Inc. and the BDA Subsidiaries are no longer Subsidiaries of the
Company.



ARTICLE II




     Section 2.1 Ratification of Indenture.



     As supplemented by this Fourth Supplemental Indenture, the Indenture is in all respects
ratified and confirmed, and the Indenture as supplemented by this Fourth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.



     Section 2.2 Conflict with Trust Indenture Act.



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



     Section 2.3 Counterparts.



     This Fourth 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 Fourth 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.



[Reminder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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 	 
	 



[Signature Pages Continue]




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	 	COMSTOCK OIL & GAS-LOUISIANA, LLC

 	 
	 	By:  	/s/ Roland O. Burns
 	 
	 	 	Roland O. Burns 	 
	 	 	Manager, Senior Vice President, Chief Financial
Officer, Secretary and Treasurer 	 
	 



	 	 	 	 	 
	 	COMSTOCK OFFSHORE, 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, LLC 	 
	 



	 	 	 	 	 
	 	COMSTOCK OIL & GAS INVESTMENTS, LLC

 	 
	 	By:  	/s/ Roland O. Burns
 	 
	 	 	Roland O. Burns 	 
	 	 	Manager 	 
	 



[Signature Pages Continue]




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	 	ADDITIONAL GUARANTORS:

 

BOIS D’ARC ENERGY, INC.

 	 
	 	By:	/s/ Roland O. Burns	 
	 	 	Roland O. Burns 	 
	 	 	Senior Vice President,
Chief Financial Officer and Secretary 	 
	 







	 	 	 	 	 
	 	BOIS D’ARC HOLDINGS, LLC

 	 
	 	By:  	Bois d’Arc Energy, Inc., its sole member	 
	 







	 	 	 	 	 
	 	By:  	/s/ Roland O. Burns	 
	 	 	Roland O. Burns 	 
	 	 	Senior Vice President,
Chief Financial Officer and Secretary 	 







	 	 	 	 	 
	 	BOIS D’ARC PROPERTIES, LP

 	 
	 	By:  	Bois d’Arc Holdings, LLC,
 	 
	 	 	its general partner 	 







	 	 	 	 	 
	 	 	 
	 	By:  	Bois d’Arc Energy, Inc.,	 
	 	 	its sole member 	 
	 	 	 	 







	 	 	 	 	 
	 	By:  	                /s/ Roland O. Burns
 	 
	 	 	Roland O. Burns 	 
	 	 	Senior Vice President,
Chief Financial Officer
and Secretary 	 







	 	 	 	 	 
	 	BOIS D’ARC OIL & GAS COMPANY, LLC

 	 
	 	By:  	Bois d’Arc Energy, Inc., its sole member

 	 
	 	 	By:  	/s/ Roland O. Burns
	 	 	 	Roland O. Burns 
	 	 	 	Senior Vice President,
Chief Financial Officer and Secretary 






[Signature Pages Continue]




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	 	BOIS D’ARC OFFSHORE, LTD.

 	 
	 	By:  	Bois d’Arc Oil & Gas Company, LLC,
 	 
	 	 	its general partner 	 



	 	 	 	 	 
	 	By:  	              Bois d’Arc Energy, Inc.,
 	 
	 	 	its sole member 	 



	 	 	 	 	 
	 	By:  	                            /s/ Roland O. Burns
 	 
	 	 	Roland O. Burns 	 
	 	 	Senior Vice President,
Chief Financial Officer
and Secretary 	 



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	 	TRUSTEE:



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

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	 	Patrick T. Giordano 	 
	 	 	Vice President 	 
	 




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