SECOND AMENDMENT TO LOAN AGREEMENT

Exhibit 10.4(b)

SECOND AMENDMENT TO LOAN AGREEMENT

This Second Amendment to Loan Agreement (this “Amendment”) dated as of August 14, 2006, is made among GMX Resources Inc., an Oklahoma corporation (the “Borrower”), Capital One, National Association, a national banking association, as administrative agent (the “Agent”), and Union Bank of California, N.A. and Capital One, National Association, as Banks (the “Banks”), who agrees as follows:

RECITALS

A. This Second Amendment to Loan Agreement pertains to that certain Amended and Restated Loan Agreement (Line of Credit) dated as of June 7, 2006, among the Borrower, the Agent and the Banks as amended by the First Amendment dated as of August 4, 2006 (as amended, the “Loan Agreement”). As used in this Agreement, capitalized terms used herein without definition herein shall have the meanings provided in the Loan Agreement.

B. The Borrower has requested additional time to furnish certain post-closing items required by Section 7.3 of the Loan Agreement, and the Agent and the Banks have agreed to this request on the terms provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and the loans and extensions of credit heretofore, now or hereafter made to the Borrower by the Banks, the parties hereto hereby agree as follows:

ARTICLE 1.

AMENDMENT

1.1 Section 7.3 of the Loan Agreement is hereby amended to change the date from August 8, 2006, to be October 6, 2006. The Borrower expressly acknowledges that this one-time amendment of the Loan Agreement shall not be a precedent for any subsequent requested waiver or amendment of this (or any other) covenant (or other provision) of the Loan Agreement.

1.2 The first recital paragraph of the Preliminary Statement of the Loan Agreement is hereby amended to correct a typographical error regarding the date of the Prior Loan Agreement from August 15, 2000, to be July 29, 2005.

ARTICLE 2.

ACKNOWLEDGMENT OF COLLATERAL

2.1 The Borrower hereby specifically reaffirms all of the Collateral Documents. The Borrower hereby confirms and agrees that the Collateral Documents secure the Loan Agreement as amended by this Amendment.

ARTICLE 3.

MISCELLANEOUS

3.1 The Borrower represents and warrants to the Agent and the Banks (which representations and warranties will survive the execution of this Amendment) that (i) all representations and warranties contained in the Loan Agreement and the Collateral Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date, (ii) no event has occurred and is continuing as of the date hereof which constitutes a Default or Event of Default, (iii) there has not occurred any material adverse change in the Collateral or other assets, liabilities, financial condition, business operations, affairs or circumstances of the Borrower and the Subsidiaries taken as a whole or any other facts, circumstances or conditions (financial or otherwise) upon which a Bank has relied or utilized in making its decision to enter into this Amendment, and (iv) there is no defense, offset, compensation, counterclaim or reconventional demand with respect to amounts due under, or performance of, the terms of the Notes and the Loan Agreement. To the extent any such defense, offset, compensation, counterclaim or reconventional demand or other causes of action by the Borrower against the Agent or any Bank might exist, whether known or unknown, such items are hereby waived by the Borrower.

3.2 Except as expressly modified by this Amendment, all terms and provisions of the Loan Agreement are hereby ratified and confirmed and shall be and shall remain in full force and effect, enforceable in accordance with its terms.

3.3 Borrower agrees to pay on demand all costs and expenses of the Agent and the Banks in connection with the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and expenses of counsel for the Agent). In addition, Borrower shall pay any and all stamp or other taxes, recordation fees and other fees payable in connection with the execution, delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder and agrees to hold Agent and the Banks harmless from and against any all liabilities with respect to or resulting from any delay or omission in paying such taxes or fees.

3.4 This Amendment may be executed in multiple separate counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof; each party’s signature may appear on a separate counterpart but all such counterpart taken together shall constitute one and the same instrument. The parties specifically confirm their intent to be bound by delivery of such signed counterparts by telecopier.

3.5 The provisions of this Amendment shall become effective if and when, and only when, (i) each and every representation and warranty of Borrower contained in this Amendment is true, complete and accurate, (ii) no event exists which constitutes a Default, and (iii) the receipt by the Agent of a duly executed counterpart of this Amendment. The Borrower hereby certifies by execution of this Amendment that the foregoing conditions (i) and (ii) are satisfied and true and correct.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date first above written.

		BORROWER:		GMX RESOURCES INC.
				By:		/s/ Xxx X. Xxxxxxxxx
				Name: Xxx X. Xxxxxxxxx, Xx.
				Title: Executive Vice President and CFO
		AGENT:		CAPITAL ONE, NATIONAL ASSOCIATION
				By:		/s/ Xxxxx Xxxxxxxx
				Name: Xxxxx Xxxxxxxx
				Title: Vice President
		BANKS:		CAPITAL ONE, NATIONAL ASSOCIATION,
				as a Bank
				By:		/s/ Xxxxx Xxxxxxxx
				Name: Xxxxx Xxxxxxxx
				Title: Vice President
				UNION BANK OF CALIFORNIA, N.A.
				By:		/s/ Xxxxxx Xxxxxxxxx
				Name: Xxxxxx Xxxxxxxxx
				Title: Vice President

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