0001193125-09-209915 Sample Contracts

AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT, LIMITED CONSENT AND LIMITED WAIVER
Note Purchase Agreement • October 20th, 2009 • GMX Resources Inc • Crude petroleum & natural gas • New York

THIS AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT, LIMITED CONSENT AND LIMITED WAIVER (this “Amendment”), dated as of October 18, 2009, 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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FIFTH AMENDMENT TO RESTATED LOAN AGREEMENT AND WAIVER
Loan Agreement and Waiver • October 20th, 2009 • GMX Resources Inc • Crude petroleum & natural gas

This Fifth Amendment to Restated Loan Agreement and Waiver (this “Amendment”) dated as of October 17, 2009, 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, N.A. (formerly known as 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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