0001193125-09-042026 Sample Contracts

SECOND AMENDMENT TO RESTATED LOAN AGREEMENT
Restated Loan Agreement • March 2nd, 2009 • GMX Resources Inc • Crude petroleum & natural gas

This Second Amendment to Restated Loan Agreement (this “Amendment”) dated as of November 12, 2008, is made among GMX RESOURCES INC., an Oklahoma corporation (the “Borrower”), the BANKS (as defined below), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent, arranger and bookrunner, for the Banks (and individually as a Bank), UNION BANK OF CALIFORNIA, N.A., as syndication agent (and individually as a Bank), BNP PARIBAS, as co-documentation agent (and individually as a Bank), and COMPASS BANK, as co-documentation agent (and individually as a Bank), who agree as follows:

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THIRD AMENDMENT TO RESTATED LOAN AGREEMENT
Loan Agreement • March 2nd, 2009 • GMX Resources Inc • Crude petroleum & natural gas

This Third Amendment to Restated Loan Agreement (this “Amendment”) dated as of February 26, 2009, but effective as of December 31, 2008, is made among GMX RESOURCES INC., an Oklahoma corporation (the “Borrower”), the BANKS (as defined below), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent, arranger and bookrunner, for the Banks (and individually as a Bank), UNION BANK OF CALIFORNIA, N.A., as syndication agent (and individually as a Bank), BNP PARIBAS, as co-documentation agent (and individually as a Bank), and COMPASS BANK, as co-documentation agent (and individually as a Bank), who agree as follows:

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT AND LIMITED WAIVER
Note Purchase Agreement • March 2nd, 2009 • GMX Resources Inc • Crude petroleum & natural gas • New York

THIS AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT AND LIMITED WAIVER (this “Amendment”), dated effective as of February 27, 2009 (the “Amendment Effective Date”), is between GMX Resources Inc., an Oklahoma corporation (the “Company”), and the noteholder listed on the signature page hereto (the “Noteholder”).

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