GMX RESOURCES INC., as the Issuer, EACH OF THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of December 19, 2011 Senior Secured Notes due 2017Indenture • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
INDENTURE, dated as of December 19, 2011, among GMX Resources Inc., an Oklahoma corporation (the “Issuer”), the Guarantors (as hereinafter defined) and U.S. Bank National Association, as Trustee (the “Trustee”) and as Collateral Agent.
REGISTRATION RIGHTS AGREEMENT by and among GMX RESOURCES INC. the Guarantors Listed on the Signature Page hereto, each party exchanging its 11.375% Senior Notes due 2019 and the Supporting Holders Listed on the Signature Page hereto Relating to the...Registration Rights Agreement • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
This Agreement is made pursuant to each Support Agreement, dated November 2, 2011 (the “Support Agreement”), by and between the Company and each Supporting Holder (i) for the benefit of each Supporting Holder and (ii) for the benefit of the holders from time to time of Initial Securities, including the Supporting Holders. On the date hereof, the Company has issued $13,367,000 aggregate principal amount of Initial Notes to the Supporting Holders subscribing to purchase Initial Notes pursuant to the Purchase Agreements. In order to induce the Supporting Holders to exchange their Original Notes for Initial Notes and to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of December 19, 2011 (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors and U.S. Ba
GMX RESOURCES INC. FORM OF PURCHASE AGREEMENTPurchase Agreement • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
GMX Resources Inc., an Oklahoma corporation (the “Company”) proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the purchaser named herein (the “Purchaser”), the aggregate principal amount of its 11.00% Senior Secured Notes due 2017 (the “Purchased Notes”) that is indicated on the signature page of the Purchaser hereto. The purchase of the Notes hereunder is to be made in connection with a Support Agreement, dated as of November 2, 2011 between the Company and the Purchaser (the “Support Agreement”) and a related exchange of certain newly issued 11.00% Senior Secured Notes due 2017 (the “Exchange Notes”, and together with the Purchased Notes, the “Notes”) for the Purchaser’s existing holdings of the Company’s 2019 Senior Notes due 2019 (the “Original Notes”). The Notes (i) are to be issued pursuant to an Indenture (the “Indenture”), to be dated of even date herewith and entered into among the Company, the Guarantors (as defined b
REGISTRATION RIGHTS AGREEMENT by and among GMX RESOURCES INC. the Guarantors Listed on the Signature Page hereto and the Supporting Holders Listed on the Signature Page hereto Relating to Shares of Common Stock Dated as of December 19, 2011Registration Rights Agreement • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2011, by and among GMX Resources Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”), and Supporting Holders (as defined below) set forth on the signature page hereto, each of whom has agreed to exchange its holdings of the Company 11.375% Senior Notes due 2019 for the Company’s Senior Secured Notes due 2017 (collectively, the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Support Agreements (as defined below) and perform specified Backstop Obligations (as defined in the Support Agreements). As consideration for the Supporting Holders’ Backstop Obligations, pursuant to Section 28(a)(ii) of the Support Agreements the Company has issued to the Supporting Holders 3,877,257 shares of the Company’s common stock, par value $0.001 per share
SECURITY AGREEMENTSecurity Agreement • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT (“Agreement”), dated as of December 19, 2011, is made between DIAMOND BLUE DRILLING CO., an Oklahoma corporation (“Grantor”) and U.S. BANK NATIONAL ASSOCIATION (the “Collateral Agent”), who agree as follows:
SECURITY AGREEMENTSecurity Agreement • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT (“Agreement”), dated as of December 19, 2011, is made between GMX RESOURCES INC., an Oklahoma corporation (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION (the “Collateral Agent”), who agree as follows:
FIRST SUPPLEMENTAL INDENTURE to INDENTURE Dated as of February 9, 2011 among GMX RESOURCES INC. as Issuer, The GUARANTORS named therein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeFirst Supplemental Indenture • December 21st, 2011 • GMX Resources Inc • Crude petroleum & natural gas • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2011, among GMX Resources Inc., an Oklahoma corporation (the “Issuer”), Diamond Blue Drilling Co., an Oklahoma corporation, and Endeavor Pipeline, Inc., an Oklahoma corporation (collectively, the “Guarantors”), under the Indenture referred to below, and The Bank of New York Mellon Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
