October 3, 2001
To the Banks party
to the Credit Agreement
referenced below
Re: AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 7, 2000 (the
"Credit Agreement"), among COMSTOCK RESOURCES, INC. a Nevada corporation
("CRI"), COMSTOCK OIL & GAS, INC., a Nevada corporation ("COG"), COMSTOCK
OIL & GAS - LOUISIANA, INC., a Nevada corporation ("COGL"), COMSTOCK
OFFSHORE, LLC, a Nevada limited liability company ("Offshore") (CRI, COG,
COGL and Offshore may hereinafter collectively be referred to as the
"Borrowers"), the lenders party hereto from time to time (collectively, the
"Banks" and individually, a "Bank"), BNP PARIBAS, as documentation agent
for the Banks (in such capacity, the "Documentation Agent"), TORONTO
DOMINION (TEXAS), INC., as syndication agent for the Banks (in such
capacity, the "Syndication Agent") and BANK ONE, NA, as administrative
agent for the Banks (in such capacity, the "Agent").
Ladies/Gentlemen:
The Borrowers hereby request, and Bank One, NA, as Agent, concurs, that the
Credit Agreement shall be modified as follows: Reference in Section 7.2(j) and
in 7.2(n) to "$10,000,000" shall be deleted and "$10,000,000 (except that for
the period from and including October 3, 2001 to and including December 31, 2001
such amount shall be increased to $20,000,000, provided that if the aggregate
amount of all Restricted Payments and Optional Indenture Payments since the
Effective Date exceeds $10,000,000 (but does not exceed $20,000,000) after
December 31, 2001 no Event of Default shall be deemed to have occurred as a
result thereof, but no further Restricted Payments or Optional Indenture
Payments may be made)" shall be substituted in each place thereof.
Except as modified by the above, the Borrowers agree that the Credit
Agreement and all other Loan Documents are ratified and confirmed and shall
remain in full force and effect, and that they have no setoff, counterclaim,
defense or other claim or dispute with respect to any of the foregoing. Each of
the Borrowers represents and warrants to the Agent and the Banks that, after
giving effect to this letter, the representations and warranties contained in
the Credit Agreement and the other Loan Documents are true and correct on and as
of the date hereof with the same force and effect as if made on and as of the
date hereof and that no Default or Event of Default exists or has occurred and
is continuing on the date hereof. All capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Credit Agreement.
If the provisions of this letter are acceptable to you, please sign where
indicated below. This letter shall be effective when signed by the Required
Banks and upon such signature the Credit Agreement shall be deemed amended as
specified herein. This letter may be executed in any number of counterparts and
telecopied signatures shall be effective as originals.
Very truly yours,
COMSTOCK RESOURCES, INC.
By: /s/ROLAND O. BURNS
Roland O. Burns , Senior Vice President
COMSTOCK OIL & GAS, INC.
By: /s/ROLAND O. BURNS
Roland O. Burns , Senior Vice President
COMSTOCK OIL & GAS, LOUISIANA, INC.
By: /s/ROLAND O. BURNS
Roland O. Burns , Senior Vice President
COMSTOCK OFFSHORE, LLC
By: /s/ROLAND O. BURNS
Roland O. Burns , Senior Vice President
Accepted and agreed:
BANK ONE, NA (Main Office Chicago)
as a Bank and as Agent
By:/s/THOMAS F. BOTH
Title: Director, Capital Markets
TORONTO DOMINION (TEXAS), INC.
as a Bank and as Syndication Agent
By:/s/ANN S. SLANIS
Title: Vice President
BNP PARIBAS
as a Bank and as Documentation Agent
By:/s/ A. DAVID DODD
Title: Vice President
By:/s/LARRY ROBINSON
Title: Vice President
FORTIS CAPITAL CORP.
By:/s/DARRELL W. HOLLEY
Title: Managing Director
By:/s/DEIRDRE SANBORN
Title: Vice President
CHRISTIANIA BANK OG KREDITKASSE, ASA
By:/s/WILLIAM PHILLIPS
Title: First Vice President
By:/s/ANGELA DOGANCAY
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ ATTILA KOC
Title: Sr. Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: ______________________
Title: ___________________
BANK OF SCOTLAND
By:/s/ JOSEPH FRATIUS
Title: Vice President
NATEXIS BANQUES POPULAIRES
By:/s/ DONOVAN C. BROUSSARD
Title: Vice President
By:/s/ RENAUD J. D'HERBS
Title: Sr. Vice President and Regional Manager
NATIONAL BANK OF CANADA
By: /s/RANDALL WILHOIT
Title: Vice President
By: /s/DOUG CLARK
Title: Vice President