0001193125-12-398499 Sample Contracts

SECOND-PRIORITY SECURITY AGREEMENT
Second-Priority Security Agreement • September 20th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York

THIS SECOND-PRIORITY SECURITY AGREEMENT (“Agreement”), dated as of September 19, 2012, is made between GMX RESOURCES INC., an Oklahoma corporation (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION (the “Collateral Agent”), who agree as follows:

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 20th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York

THIS INTERCREDITOR AGREEMENT is dated as of September 19, 2012, among U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”), and each collateral agent or other secured party for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as a Second Priority Agent.

GMX RESOURCES INC., as the Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of September 19, 2012 Senior Secured Second-Priority Notes due 2018
Indenture • September 20th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York

INDENTURE, dated as of September 19, 2012, among GMX Resources Inc., an Oklahoma corporation (the “Issuer”), and U.S. Bank National Association, as Trustee (the “Trustee”) and as Collateral Agent.

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