SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT (this " Amendment ") dated as of
May 1, 2009, 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 Second Amended and Restated
Credit Agreement dated as of December 15, 2006, as amended by that
certain First Amendment to Second Amended and Restated Credit
Agreement dated as of April 30, 2008 (as so amended and as further
amended, restated, modified or supplemented from time to time until
the date hereof, the " Credit Agreement ").
B. Subject
to the terms and conditions of this Amendment, the Lenders, the
Administrative Agent, the Issuing Bank and the Borrower have agreed
to enter into this Amendment in order to effectuate such amendments
and modifications to the Credit Agreement and redetermine the
Borrowing Base, all 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 amending and restating the
definition of "Base Rate" to provide:
" Base
Rate " means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the
greatest of (a) the rate of interest most recently announced by
Bank of Montreal at its Chicago, Illinois office as its base rate
for dollar advances made in the United States, (b) the Federal
Funds Rate most recently determined by the Administrative Agent
plus ½% (0.5%) per annum and (c) the rate of interest
per annum equal to the offered quotation appearing on Telerate Page
3750 at approximately 11:00 a.m. (London time) for a one-month
interest period on such day (or if such day is not a Business Day,
the immediately preceding Business Day) (or if such Telerate Page
shall not be available, the rate per annum determined by the
Administrative Agent by reference to the British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars
as set forth by any service which has been nominated by the British
Bankers' Association as an authorized information vendor for the
purpose of displaying such rates) plus 1.5%. The
Base Rate is not necessarily intended to be the lowest rate of
interest determined by Bank of Montreal or any Lender in connection
with extensions of credit. Changes in the rate of
interest on that portion of any Loans maintained as Base Rate Loans
will take effect simultaneously with each change in the Base
Rate. The Administrative Agent will give notice to the
Borrower of changes in the Base Rate promptly upon receipt of
notice of any such change from Bank of Montreal."
(b) The pricing grid
in the definition of "Base Rate Spread" in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and replaced
with the following table:
|
Percentage of
Borrowing Base
Usage
|
Base Rate Spread
|
|
> 90%
|
1.250%
|
|
>75% but <90%
|
1.000%
|
|
>50% but <75%
|
0.750%
|
|
<50%
|
0.500%
|
(c) The pricing grid
in the definition of "Commitment Fee Rate" in Section 1.1 of
the Credit Agreement is hereby deleted in its entirety and replaced
with the following table:
|
Percentage of
Borrowing Base
Usage
|
Commitment
Fee Rate
|
|
> 90%
|
0. 500%
|
|
>75% but <90%
|
0. 500%
|
|
>50% but <75%
|
0. 500%
|
|
<50%
|
0.500%
|
(d) The pricing grid
in the definition of "LIBOR Spread" in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety and replaced
with the following table:
|
Percentage of
Borrowing Base
Usage
|
LIBOR Spread
|
|
> 90%
|
2.750%
|
|
>75% but <90%
|
2.500%
|
|
>50% but <75%
|
2.250%
|
|
<50%
|
2.000%
|
Section 3.
Redetermination of Borrowing Base .
(a) The Borrowing Base
shall be decreased from $590,000,000 to $550,000,000 from and after
the 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 Spring
2009 (and shall not constitute a discretionary redetermination of
the Borrowing Base pursuant to Section 2.8 of the Credit
Agreement).
Section 4.
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 5.
Effectiveness . This Amendment shall
become effective on the first date on which all of the conditions
set forth in this Section 5 are satisfied:
(a) The Administrative
Agent shall have received duly
