exv4w8






Exhibit 4.8






COMSTOCK RESOURCES, INC.,




COMSTOCK AIR MANAGEMENT, LLC



GUARANTORS



NAMED HEREIN



and



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



Trustee



 





FIFTH SUPPLEMENTAL INDENTURE



dated as of April 30, 2010



to



INDENTURE



dated as of February 25, 2004



 





 6-7/8% Senior Notes due 2012



 









 





     THIS FIFTH 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 “Fifth 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 successor in
interest to 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 by that certain Fourth Supplemental Indenture dated
May 20, 2005 (the “Fourth Supplemental Indenture,” and together with the Original Indenture, the
First Supplemental Indenture, the Second Supplemental Indenture and the Third 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, 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 First Supplemental 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 Fifth 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 Designation of Unrestricted Subsidiary. From the date of this Fifth
Supplemental Indenture, the New Subsidiary is hereby designated an “Unrestricted Subsidiary” and
accordingly shall have no obligations under the Indenture, as permitted by the terms and conditions
set forth in the definition of “Unrestricted Subsidiary” in the First Supplemental Indenture.



ARTICLE II




     Section 2.1 Ratification of Indenture. As supplemented by this Fifth Supplemental
Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture as
supplemented by this Fifth 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 Fifth
Supplemental Indenture by any provision of the Trust Indenture Act, such required provisions shall
control.



     Section 2.3 Counterparts. This Fifth 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 Fifth 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 Fifth 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 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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	 	UNRESTRICTED SUBSIDIARY:



COMSTOCK AIR MANAGEMENT, LLC

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



[Signature Pages Continue]







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	 	TRUSTEE:



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

 	 
	 	By:  	/s/ JULIE HOFFMAN-RAMOS
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Senior Associate 	 
	 




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