COMSTOCK RESOURCES, INC. UNDERWRITING AGREEMENT February 18, 2004Comstock Resources Inc • February 24th, 2004 • Crude petroleum & natural gas • New York
Banc of America Securities LLC Harris Nesbitt Corp. as representatives of the several Underwriters named in Schedule I hereto, c/o Banc of America Securities LLC 9 West 57th Street, 23rd Floor New York, NY 10019
DEALER MANAGER AGREEMENTDealer Manager Agreement • February 24th, 2004 • Comstock Resources Inc • Crude petroleum & natural gas • New York
This dealer manager agreement (this “Agreement”) will confirm the understanding among Comstock Resources, Inc., a Nevada corporation (the “Company”), Banc of America Securities LLC (“BAS”) and Harris Nesbitt Corp. (“HNC”), pursuant to which the Company has retained BAS to act as the lead dealer manager and soliciation agent and HNC to act as the co-dealer manager and solicitation agent (the “Dealer Managers”), on the terms and subject to the conditions set forth herein, in connection with the proposed tender offer (the “Tender Offer”) for the Company’s outstanding 11¼% Senior Notes due 2007 (the “Notes”) and the related solicitation of consents (the “Consent Solicitation”) from the Holders (as defined below) to certain amendments to the indenture, dated as of April 29, 1999, or the first supplemental indenture, dated as of March 7, 2002, governing the Notes (together, the “Indenture”). The Company will execute a second supplemental indenture to the Indenture (the “Supplemental Indentur
