exv10w1






Exhibit 10.1




ASSIGNMENT AND FIRST AMENDMENT

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     This ASSIGNMENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) dated as of October 31, 2011 (the “Amendment Effective Date”), is among COMSTOCK
RESOURCES, INC. (the “Borrower”), the banks named on the signature pages hereto (together with
their respective successors and assigns in such capacity, each as a “Lender”), and BANK OF
MONTREAL, as administrative agent for the Lenders (in such capacity, together with its successors
and assigns, the “Administrative Agent”).



PRELIMINARY STATEMENT




     A. The Borrower, the Administrative Agent, the Lenders and certain other parties have entered
into that certain Third Amended and Restated Credit Agreement dated as of November 30, 2010 (as
amended, restated, modified or supplemented from time to time until the date hereof, the “Credit
Agreement”).



     B. The Borrower has requested that the Administrative Agent and the Lenders increase the
Borrowing Base in respect of the Fall 2011 redetermination, as set forth herein.



     C. BNP Paribas (the “Departing Lender”) has informed the Borrower and the Administrative Agent
that it wishes to sell and assign all of its respective Commitment, outstanding Loans, outstanding
L/C Obligations, and other rights and obligations under the Credit Agreement and the other Loan
Documents, such that after giving effect thereto, it will cease to be a Lender.



     D. Each of the Lenders listed on Annex I hereto (each, an “Increasing Lender”) has informed
the Borrower and the Administrative Agent that it intends to purchase and assume a portion of the
Departing Lender’s Commitment, outstanding Loans, outstanding L/C Obligations, and other rights and
obligations under the Credit Agreement and the other Loan Documents, such that, after giving effect
thereto, each Increasing Lender will have increased its respective Commitment Amount and
corresponding Percentage Share of the aggregate outstanding Loans and L/C Obligations under the
Credit Agreement to the Commitment Amount and corresponding Percentage Share set forth on Annex II
attached hereto.



     E. The Borrower has requested that the Credit Agreement be amended and modified to allow BOKF,
NA dba Bank of Texas (“BOKF”), Branch Banking and Trust Company (“BB&T”), IBERIABANK (“Iberiabank”)
and OneWest Bank, FSB (“OneWest”; and together with BOKF, BB&T and Iberiabank, collectively, the
“New Lenders”) to become “Lenders” party to the Credit Agreement, as set forth herein.



     F. The Borrower has requested that the Credit Agreement be amended and modified to replace the
existing Schedule 2.1 to the Credit Agreement with the updated Schedule 2.1 attached hereto as
Annex II.



     G. Subject to the terms and conditions of this Amendment, the Lenders party to the Credit
Agreement immediately prior to the effectiveness of this Amendment, the New Lenders,



 









 




the Administrative Agent and the Issuing Bank have entered into this Amendment in order to
effectuate such amendments and modifications and increase the Borrowing Base, and the Departing
Lender, each Increasing Lender and each New Lender have entered into this Amendment to effectuate
such assignments and assumptions, and in the case of the New Lenders, to join the Credit Agreement,
each as set forth herein.




     NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
the parties agree as follows:



     Section 1. Definitions. Unless otherwise defined in this Amendment, each capitalized term
used in this Amendment has the meaning assigned to such term in the Credit Agreement.



     Section 2. Amendment of Credit Agreement.



          (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined
terms in their appropriate alphabetical order:




“ “2011 Senior Notes” means those certain senior unsecured notes
issued by the Borrower in an aggregate principal amount of $300,000,000 on
the date of issuance thereof under the 2011 Senior Notes Indenture.”




“ “2011 Senior Notes Indenture” means that certain Third
Supplemental Indenture dated as of March 14, 2011 by and among Borrower, as
issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, and
one or more Loan Parties, as guarantors, and all related documentation
entered into in connection therewith pursuant to which the 2011 Senior Notes
were issued, as the same may be amended, restated, modified or supplemented
from time to time.”



          (b) Section 1.1 of the Credit Agreement is hereby amended by replacing the following defined
terms in their entirety with the following:




“ “Indenture Debt Documents” means, individually and collectively,
(i) the 2009 Senior Notes Indenture, (ii) the 2011 Senior Notes Indenture,
(iii) any Permitted Additional Notes Indenture and (iv) any documents
related to or delivered in connection with the issuance of any Permitted
Refinancing Indebtedness.”




“ “Permitted Additional Notes” means senior unsecured notes issued
by the Borrower from time to time after October 31, 2011; provided that (a)
the final maturity date of such senior unsecured notes shall not be earlier
than 91 days after the Maturity Date (as in effect on the date of issuance
of such senior unsecured notes); (b) such senior unsecured notes and any
Permitted Additional Notes Indenture under which such senior unsecured notes
are issued contain customary terms and conditions for senior unsecured notes
of like tenor and amount and do not contain any covenants, events or default
or other provisions (other than interest rate



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and redemption premiums) that, on the whole, are materially more onerous to
the Borrower and its Subsidiaries than those imposed by this Agreement; and
(c) at the time of and immediately after giving effect to each incurrence of
such Indebtedness, no Event of Default shall have occurred and be
continuing.”




	 	 	“ “Permitted Refinancing Indebtedness” means Indebtedness (for
purposes of this definition, “new Indebtedness”) incurred in exchange for,
or proceeds of which are used to refinance, all or any portion of the 2009
Senior Notes, the 2011 Senior Notes or any Permitted Additional Notes (the
portion refinanced, the “Refinanced Indebtedness”); provided that (a) such
new Indebtedness is in an aggregate principal amount not in excess of the
sum of (i) the aggregate principal amount of the Refinanced Indebtedness and
(ii) an amount necessary to pay any fees and expenses, including premiums,
related to such refinancing; (b) such new Indebtedness has a stated maturity
and an average life no shorter than the date that is 91 days after the
Maturity Date; (c) such new Indebtedness does not contain any covenants,
events of default or other terms (other than interest rate and redemption
premiums) that, on the whole, are materially more onerous to the Borrower
and its Subsidiaries than those imposed by the Refinanced Indebtedness; (d)
the stated interest or coupon rate of such new Indebtedness is reasonably
acceptable to the Administrative Agent; and (e) no Event of Default shall
exist at the time of, or result from, the issuance of such new Indebtedness.
For the avoidance of doubt, that portion of any Indebtedness initially
issued as Permitted Additional Notes the proceeds of which are used to call,
redeem or repurchase 2009 Senior Notes or 2011 Senior Notes and the
principal amount of which is ultimately deducted from the Borrowing Base
adjustment pursuant to Section 2.8(d)(ii) shall constitute Permitted
Refinancing Indebtedness.”





          (c) Section 1.1 of the Credit Agreement is hereby amended by deleting the following defined
terms: “2004 Senior Notes”; and “2004 Senior Notes Indenture”.



          (d) Section 2.8(d)(ii) is hereby amended by deleting the proviso and replacing it in its
entirety with the following:




“;provided, however, that if the Borrower delivers written
notice to the Administrative Agent concurrently with the issuance of any
Permitted Additional Notes that the Borrower intends to use all or a portion
of the proceeds of such Permitted Additional Notes to call, redeem or
repurchase all or a portion of the 2009 Senior Notes or 2011 Senior Notes
within thirty (30) days of the issuance of such Permitted Additional Notes
in accordance with Section 7.12(a), then the outstanding principal
amount of 2009 Senior Notes or 2011 Senior Notes to be called, redeemed or
repurchased (together with any 2009 Senior Notes and 2011 Senior Notes
previously called, redeemed or repurchased prior to or after the Closing



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Date) shall be deducted from the stated aggregate principal amount of
Permitted Additional Notes for purposes of the foregoing automatic Borrowing
Base reduction; provided further that the Borrowing Base shall be
automatically reduced further by $0.25 for every $1 of the aggregate
outstanding principal amount of any 2009 Senior Notes or 2011 Senior Notes,
as applicable, that were the subject of such call, redemption or repurchase
but that have not been redeemed or repurchased on or before the last day of
such thirty (30) day period.”



          (e) Section 7.3(f) is hereby deleted and replaced in its entirety with the following:




“(f) unsecured Indebtedness of Borrower (and related Guaranty Obligations of
the Guarantors) outstanding under (i) the 2009 Senior Notes Indenture ,
provided that the aggregate principal amount of any Indebtedness outstanding
thereunder shall not exceed $300,000,000 at any time, (ii) the 2011 Senior
Notes, provided that the aggregate principal amount of any Indebtedness
outstanding thereunder shall not exceed $300,000,000 at any time, (iii) any
Permitted Additional Notes, provided that the aggregate principal amount of
any Indebtedness outstanding thereunder, not including any amount used to
call, redeem or repurchase 2009 Senior Notes or 2011 Senior Notes (which
shall constitute Permitted Refinancing Indebtedness) shall not exceed
$300,000,000 at any time, and (iv) any Permitted Refinancing Indebtedness”



          (f) Section 7.12(a) is hereby deleted and replaced in its entirety with the following:




“(a) the Borrower may call, redeem or repurchase 2009 Senior Notes or 2011
Senior Notes at any time, provided that both before and after giving
effect to any such call, redemption or repurchase no Default or Event of
Default shall have occurred and be continuing and the Outstanding Amount
shall not exceed, after giving effect to any Credit Extension the proceeds
of which are used (or are intended to be used) to fund any portion of any
such call, redemption or repurchase, 66.6% of the Borrowing Base then in
effect (provided that, for the avoidance of doubt, the Borrower acknowledges
that the Borrowing Base shall not be increased as result of any such call,
redemption or repurchase except to the extent (if any) that the principal
amount of the 2009 Senior Notes or 2011 Senior Notes redeemed or repurchased
with the proceeds of Permitted Additional Notes is netted against the
principal amount of such Permitted Additional Notes for purposes of any
reduction in the Borrowing Base pursuant to Section 2.8(d)(ii)); and”



          (g) The Credit Agreement is hereby amended by deleting the existing Schedule 2.1 to the Credit
Agreement and inserting in its place the text contained in Annex II attached to this Amendment as
the new Schedule 2.1 to the Credit Agreement.



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          (h) The Credit Agreement is hereby amended by inserting at the end of the existing Schedule
10.2 to the Credit Agreement the text contained in Annex III attached to this Amendment.



     Section 3. BOKF, BB&T, Iberiabank and OneWest as Lenders.



          (a) Upon the effectiveness of this Amendment and by its execution and delivery hereof, each of
BOKF, BB&T, Iberiabank and OneWest shall be deemed automatically to have become a party to the
Credit Agreement, shall have all the rights and obligations, severally and not jointly, of a
“Lender” under the Credit Agreement and the other Loan Documents as if each were an original
signatory thereto, and shall agree, and does hereby agree, severally and not jointly, to be bound
by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which
the Lenders are a party, in each case, as if each were an original signatory thereto.



          (b) Each of BOKF, BB&T, Iberiabank and OneWest, severally and not jointly, (i) confirms that
it has received a copy of the Credit Agreement, together with copies of the financial statements
referred to in Section 5.5 thereof and most recently delivered pursuant to Section 6.1 thereof and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Amendment and the Credit Agreement; (ii) agrees that is has
independently and without reliance upon the assignor or the Administrative Agent and based on such
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Amendment and the Credit Agreement (and that it will, independently and without reliance upon
the Administrative Agent, the Issuing Bank, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement); (iii) represents and warrants
that (1) its name set forth herein is its legal name, (2) it has the full power and authority and
the legal right to make, deliver and perform, and has taken all necessary action, to authorize the
execution, delivery and performance of this Amendment, and any and all other documents delivered by
it in connection herewith and to fulfill its obligations under, and to consummate the transactions
contemplated by, this Amendment, the Credit Agreement and the Loan Documents, (3) no consent or
authorization of, filing with, or other act by or in respect of any Governmental Authority, is
required in connection herewith or therewith, and (4) this Amendment constitutes its legal, valid
and binding obligation; (iv) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) appoints and authorizes the Issuing Bank to
take such action as letter of credit issuing bank on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to the Issuing Bank by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it
will perform in accordance with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vii) represents and warrants that
under applicable Laws no tax will be required to be withheld by the Administrative Agent or the
Borrower with respect to any payments to be made to such New Lender hereunder or under any Loan
Document, and no tax forms described in Section 3.8 of the Credit Agreement are required



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to be delivered by such New Lender (or if required, such tax forms have been delivered to the
Administrative Agent as required under Section 3.8 of the Credit Agreement).




          (c) Each of BOKF, BB&T, Iberiabank and OneWest hereby advises each other party hereto that its
respective address for notices and its respective Lending Office shall be as set forth below its
name on Schedule 10.2 to the Credit Agreement (as amended hereby).



     Section 4. Redetermination of Borrowing Base.



          (a) The Borrowing Base shall be increased from $500,000,000 to $550,000,000 from and after the
Amendment Effective Date until the Borrowing Base shall be otherwise redetermined in accordance
with the Credit Agreement.



          (b) Both the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the
other hand, agree that the redetermination of the Borrowing Base pursuant to clause (a) of this
Section 3 constitutes the regularly scheduled Borrowing Base redetermination for Fall 2011 (and
shall not constitute a discretionary redetermination of the Borrowing Base pursuant to Section 2.8
of the Credit Agreement).



     Section 5. Fees. Promptly following the effectiveness of this Amendment, the Borrower shall
pay to the Administrative Agent for the account of each (a) Increasing Lender a fee equal to 0.50%
of the positive difference of (i) each such Increasing Lender’s Percentage Share of the increased
Borrowing Base after giving effect to the increase in such Increasing Lender’s Percentage Share
pursuant to this Amendment, minus (ii) each such Increasing Lender’s Percentage Share of the
Borrowing Base immediately prior to the effectiveness of this Amendment, and (b) New Lender a fee
equal to 0.50% of each New Lender’s Percentage Share of the Borrowing Base after giving effect to
this Amendment.



     Section 6. Ratification. The Borrower hereby ratifies and confirms all of the Obligations
under the Credit Agreement (as amended hereby) and the other Loan Documents, and, in particular,
affirms that the terms of the Security Documents secure, and will continue to secure, all
Obligations, after giving effect to this Amendment.



     Section 7. Effectiveness. This Amendment shall become effective on the Amendment Effective
Date upon satisfaction of all of the conditions set forth in this Section 7:




(a) The Administrative Agent shall have received duly executed counterparts of this
Amendment from the Borrower, the Administrative Agent, each Increasing Lender, the
Departing Lender and each New Lender;




(b) The Borrower shall have delivered to the Administrative Agent on behalf of each
Increasing Lender that has requested a Note at least two Business Days prior to the
date hereof, a promissory note dated the Closing Date and payable to each such
Increasing Lender in a maximum principal amount equal to such Increasing Lender’s
Percentage Share after giving effect to this Amendment (as shown on Annex II hereto)
of $750,000,000 (which promissory note shall replace and supersede the existing
promissory note issued by the Borrower to such Increasing Lender and the Departing
Lender);



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(c) The Borrower shall have delivered to the Administrative Agent on behalf of each
New Lender that has requested a Note at least two Business Days prior to the date
hereof, a promissory note dated the Closing Date and payable to each such New Lender
in a maximum principal amount equal to such New Lender’s Percentage Share after
giving effect to this Amendment (as shown on Annex II hereto) of $750,000,000;




(d) The Borrower shall have confirmed and acknowledged to the Administrative Agent
and the Lenders, and by its execution and delivery of this Amendment, the Borrower
does hereby confirm and acknowledge to the Administrative Agent and the Lenders,
that (i) the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of the Borrower; (ii) the
Credit Agreement (as amended hereby) and each other Loan Document constitute valid
and legally binding agreements enforceable against the Borrower and each other Loan
Party that is a party thereto in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws relating to or affecting the
enforcement of creditors’ rights generally and by general principles of equity,
(iii) the representations and warranties by the Borrower and the other Loan Parties
contained in the Credit Agreement and in the other Loan Documents are true and
correct on and as of the date hereof in all material respects as though made as of
the date hereof, and (iv) no Default or Event of Default exists under the Credit
Agreement or any of the other Loan Documents.



     Section 8. Renewal and Continuation of Existing Loans. Upon the effectiveness of this
Amendment:




     (a) All of the Obligations outstanding under the Credit Agreement as of the
date of such effectiveness shall hereby be restructured, rearranged, renewed,
extended and continued under the Credit Agreement (as amended hereby) and all of
each Departing Lender’s Loans and L/C Obligations outstanding under the Credit
Agreement as of the date of such effectiveness shall hereby continue as Loans and
L/C Obligations of the New Lenders and Increasing Lenders outstanding under the
Credit Agreement (as amended hereby).




     (b) In connection herewith, each of the Departing Lenders (severally and not
jointly) hereby irrevocably sells, assigns, transfers and conveys without recourse
to such Departing Lender, and each of the Increasing Lenders and New Lenders
(severally and not jointly) hereby irrevocably purchases and assumes without
recourse to such Departing Lender, so much of the Aggregate Commitments under, Loans
outstanding under, and participations in Letters of Credit issued pursuant to, the
Credit Agreement such that the Percentage Share of each Departing Lender and each
Increasing Lender and each New Lender shall be as set forth on Schedule 2.1 to the
Credit Agreement (as amended hereby). The foregoing assignments, transfers and
conveyances are without recourse to the Departing Lenders and without any warranties
whatsoever by the Administrative



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Agent, the Issuing Bank or any Departing Lender as to title, enforceability,
collectibility, documentation or freedom from liens or encumbrances, in whole or in
part, other than the warranty of each Departing Lender (which each Departing Lender
hereby makes) that it has not previously sold, transferred, conveyed or encumbered
such interests.



     Section 9. Representations of Departing Lenders and Increasing Lenders. Each Departing Lender
(severally and not jointly) represents and warrants to the Administrative Agent, each Increasing
Lender, each New Lender and each other Departing Lender that (1) it is the legal and beneficial
owner of the Commitments, Loans, L/C Obligations and other rights and obligations assigned
hereunder, free and clear of any adverse claim, (2) it has the power and authority and the legal
right to make, deliver and perform, and has taken all necessary action, to authorize the execution,
delivery and performance of this Amendment and to fulfill its obligations under, and to consummate
the transactions contemplated by, this Amendment, and no consent or authorization of, filing with,
or other act by or in respect of any Governmental Authority, is required in connection herewith or
therewith; and (3) this Amendment constitutes the legal, valid and binding obligation of such
Departing Lender. Each Increasing Lender (severally and not jointly) represents and warrants to
the Administrative Agent, each other Increasing Lender, each New Lender and each Departing Lender
that (1) it has the power and authority and the legal right to make, deliver and perform, and has
taken all necessary action, to authorize the execution, delivery and performance of this Amendment
and to fulfill its obligations under, and to consummate the transactions contemplated by, this
Amendment, and no consent or authorization of, filing with, or other act by or in respect of any
Governmental Authority, is required in connection herewith or therewith; and (2) this Amendment
constitutes the legal, valid and binding obligation of such Increasing Lender. None of the
Administrative Agent or the Issuing Bank makes any representation or warranty to any Lender or
assumes any responsibility to any Lender, and no Lender makes any representation or warranty to any
other Lender or assumes any responsibility to any other Lender, in each case, with respect to the
financial condition of the Borrower or any of its Affiliates or the performance by the Borrower or
any of its Affiliates of their respective obligations under the Loan Documents or assumes any
responsibility with respect to any statements, warranties or representations made the Borrower or
any of its Affiliates under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document other than as
expressly set forth above.



     Section 10. Waiver of Assignment Fee. The Administrative Agent hereby waives any assignment
fee that would otherwise be payable to it under the Credit Agreement in connection with the
assignments and assumptions contemplated hereunder.



     Section 11. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.



     Section 12. Miscellaneous. (a) On and after the effectiveness of this Amendment, each
reference in each Loan Document to “this Amendment”, “this Note”, “this
Mortgage”, “hereunder”, “hereof” or words of like import, referring to such
Loan Document, and each reference in each other Loan Document to “the Credit Agreement”,
“the Notes”, “the Mortgages”, “thereunder”, “thereof” or words of
like import referring to the Credit Agreement,



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the Notes, or the Mortgage or any of them, shall mean and be a reference to such Loan
Document, the Credit Agreement, the Notes, the Mortgage or any of them, as amended or otherwise
modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any default of the Borrower or any
right, power or remedy of the Administrative Agent or the Banks under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents and except as otherwise
modified by the terms hereof, the Credit Agreement and such other Loan Documents shall remain in
full force and effect; (c) this Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement; and
(d) delivery of an executed counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Amendment.




     Section 13. Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING
THIS AMENDMENT, 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 ORAL
AGREEMENTS BETWEEN THE PARTIES.



[Signature Pages Follow]





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     IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment and First
Amendment to Third Amended and Restated Credit Agreement to be executed by its officer(s) thereunto
duly authorized as of the date first above written.



	 	 	 	 	 
	 	BORROWER:



COMSTOCK RESOURCES, INC.,

a Nevada corporation

 	 
	 	By:  	/s/ ROLAND O. BURNS
 	 
	 	 	Name:  	Roland O. Burns 	 
	 	 	Title:  	Senior Vice President and 

Chief Financial
Officer 	 
	 




S - 1











 





	 	 	 	 	 
	 	



ADMINISTRATIVE AGENT AND LENDERS:



BANK OF MONTREAL, as Administrative Agent and Issuing Bank and Lender

 	 
	 	By:  	
/s/ JAMES V. DUCOTE
 	 
	 	 	Name:  	James V. Ducote 	 
	 	 	Title:  	Director 	 
	 




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BANK OF AMERICA, N.A., as Syndication 

Agent and Lender

 	 
	 	By:  	/s/ CHRISTOPHER T. RENYI
 	 
	 	 	Name:  	Christopher T. Renyi 	 
	 	 	Title:  	Vice President 	 
	 




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	 	JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and Lender

 	 
	 	By:  	
/s/ MARK E. OLSON
 	 
	 	 	Name:  	Mark E. Olson 	 
	 	 	Title:  	Authorized Officer 	 
	 




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	 	COMERICA BANK, as Co-Documentation Agent 
and Lender

 	 
	 	By:  	/s/ JOHN S. LESIKAR
 	 
	 	 	Name:  	John S. Lesikar 	 
	 	 	Title:  	Assistant Vice President 	 



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	 	UNION BANK, N.A.,

as Co-Documentation Agent and Lender

 	 
	 	By:  	
 /s/ WHITNEY RANDOLPH
 	 
	 	 	Name:  	Whitney Randolph 	 
	 	 	Title:  	
Vice President 	 






	 	 	 	 	 



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	 	REGIONS BANK, as a Lender

 	 
	 	By:  	
/s/ WILLIAM A. PHILIPP
 	 
	 	 	Name:  	William A. Philipp 	 
	 	 	Title:  	Senior Vice President 	 



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	 	BANK OF SCOTLAND, as a Lender

 	 
	 	By:  	/s/ KAREN WEICH
 	 
	 	 	Name:  	Karen Weich 	 
	 	 	Title:  	Vice President 	 



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CAPITAL ONE, N.A., 
as a Lender

 	 
	 	By:  	
/s/ NANCY M. MAK
 	 
	 	 	Name:  	Nancy M. Mak 	 
	 	 	Title:  	Vice President 	 



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THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ JOHN FRAZELL
 	 
	 	 	Name:  	John Frazell 	 
	 	 	Title:  	Director 	 
	 




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	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ DOROTHY MARCHAND
 	 
	 	 	Name:  	Dorothy Marchand 	 
	 	 	Title:  	Senior Vice President 	 



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	 	NATIXIS, as a Lender

 	 
	 	By:  	/s/ LIANA TCHERNYSHEVA
 	 
	 	 	Name:  	Liana Tchernysheva 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ DONOVAN BROUSSARD
 	 
	 	 	Name:  	Donovan Broussard 	 
	 	 	Title:  	Managing Director 	 



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	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ DARIA M. MAHONEY
 	 
	 	 	Name:  	Daria M. Mahoney 	 
	 	 	Title:  	Vice President 	 



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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ GREGORY C. MAGNUSON
 	 
	 	 	Name:  	Gregory C. Magnuson 	 
	 	 	Title:  	Vice President 	 



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	 	BOKF, NA, dba Bank of Texas,

as a Lender

 	 
	 	By:  	/s/ MYNAN C. FELDMAN
 	 
	 	 	Name:  	Mynan C. Feldman 	 
	 	 	Title:  	Senior Vice President 	 



S - 15









 






	 	 	 	 	 



	 	 	 	 	 
	 	IBERIABANK,

as a Lender

 	 
	 	By:  	/s/ CAMERON D. JONES
 	 
	 	 	Name:  	Cameron D. Jones 	 
	 	 	Title:  	Vice President 	 



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	 	BRANCH BANKING AND TRUST 

COMPANY, as a Lender

 	 
	 	By:  	/s/ RYAN K. MICHAEL
 	 
	 	 	Name:  	Ryan K. Michael 	 
	 	 	Title:  	Senior Vice President 	 



S - 17









 






	 	 	 	 	 



	 	 	 	 	 
	 	ONEWEST BANK, FSB,

as a Lender

 	 
	 	By:  	/s/ GRANT AHEARN
 	 
	 	 	Name:  	Grant Ahearn 	 
	 	 	Title:  	EVP 	 



S - 18









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS,

as a Lender

 	 
	 	By:  	/s/ MATTHEW A. TURNER
 	 
	 	 	Name:  	Matthew A. Turner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ RICHARD HAWTHORNE
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 
	 




S - 19












 





ACKNOWLEDGMENT BY GUARANTORS




     Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that
certain Assignment and First Amendment to Third Amended and Restated Credit Agreement dated as of
October 17, 2011 (the “Amendment”), (ii) acknowledges and agrees that its consent is not required
for the effectiveness of the Amendment, (iii) ratifies and acknowledges its respective Obligations
under each Loan Document to which it is a party and affirms that the terms of its respective
Guaranty guarantees, and will continue to guarantee, the Obligations, after giving effect to the
Amendment, and (iv) represents and warrants that (a) no Default or Event of Default has occurred
and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it
in the Loan Documents, and (c) it has reviewed a copy of the Amendment.



	 	 	 	 	 
	 	COMSTOCK OIL & GAS HOLDINGS, INC.

COMSTOCK OIL & GAS — LOUISIANA, LLC

COMSTOCK OFFSHORE, LLC

COMSTOCK OIL & GAS GP, LLC,

       By Comstock Resources, Inc., its sole member

COMSTOCK OIL & GAS, LP,

 	 
	 
	 	       By Comstock Oil & Gas GP, LLC,
       its general partner,

 	 
	 
	 	       By Comstock Resources, Inc., its sole member

 	 
	 



	 	 	 	 	 
	 	By:  	                                              /s/ ROLAND O. BURNS
 	 
	 	 	Name:  	Roland O. Burns 	 
	 	 	Title:  	Senior Vice President and 

Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	COMSTOCK OIL & GAS INVESTMENTS, LLC

 	 
	 	By:  	/s/ ROLAND O. BURNS
 	 
	 	 	Name:  	Roland O. Burns 	 
	 	 	Title:  	Manager 	 



S -20









 






Annex I




Increasing Lenders





	•	 	Bank of Montreal
	 
	•	 	Bank of America, N.A.
	 
	•	 	JPMorgan Chase Bank, N.A.
	 
	•	 	Comerica Bank
	 
	•	 	Union Bank, N.A.
	 
	•	 	Regions Bank
	 
	•	 	Bank of Scotland
	 
	•	 	Capital One N.A.
	 
	•	 	The Bank of Nova Scotia
	 
	•	 	Compass Bank
	 
	•	 	Natixis
	 
	•	 	U.S. Bank National Association
	 
	•	 	SunTrust Bank





Annex I




 









 








Annex II




SCHEDULE 2.1




COMMITMENT AMOUNTS

AND PERCENTAGE SHARES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment Amount	 	 	Percentage Share	 
	Bank of Montreal
	 	$	61,363,636.00	 	 	 	8.181818182	%
	Bank of America, N.A.
	 	$	57,272,727.00	 	 	 	7.636363636	%
	JPMorgan Chase Bank, N.A.
	 	$	57,272,727.00	 	 	 	7.636363636	%
	Comerica Bank
	 	$	57,272,727.00	 	 	 	7.636363636	%
	Union Bank, N.A.
	 	$	57,272,727.00	 	 	 	7.636363636	%
	Regions Bank
	 	$	53,181,818.00	 	 	 	7.090909091	%
	Bank of Scotland
	 	$	53,181,818.00	 	 	 	7.090909091	%
	Capital One N.A.
	 	$	53,181,818.00	 	 	 	7.090909091	%
	The Bank of Nova Scotia
	 	$	43,636,364.00	 	 	 	5.818181818	%
	Compass Bank
	 	$	43,636,364.00	 	 	 	5.818181818	%
	Natixis
	 	$	43,636,364.00	 	 	 	5.818181818	%
	U.S. Bank National Association
	 	$	43,636,364.00	 	 	 	5.818181818	%
	SunTrust Bank
	 	$	43,636,364.00	 	 	 	5.818181818	%
	BOKF, NA dba Bank of Texas
	 	$	20,454,545.00	 	 	 	2.727272727	%
	Branch Banking and Trust Company
	 	$	20,454,545.00	 	 	 	2.727272727	%
	IBERIABANK
	 	$	20,454,545.00	 	 	 	2.727272727	%
	OneWest Bank, FSB
	 	$	20,454,545.00	 	 	 	2.727272727	%
	Total
	 	$	750,000,000.00	 	 	 	100.00000000	%






Annex II