0001362310-08-003288 Sample Contracts

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 18th, 2008 • GMX Resources Inc • Crude petroleum & natural gas • New York

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated effective as of June 12, 2008, 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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THIRD AMENDED AND RESTATED LOAN AGREEMENT dated effective as of June 12, 2008 among GMX RESOURCES INC., as Borrower, AND CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Arranger and Bookrunner UNION BANK OF CALIFORNIA, N.A., as Syndication...
Loan Agreement • June 18th, 2008 • GMX Resources Inc • Crude petroleum & natural gas

THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated effective as of June 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), and BNP PARIBAS, as documentation agent (and individually as a Bank) who agree as follows:

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • June 18th, 2008 • GMX Resources Inc • Crude petroleum & natural gas • New York

THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of June 12, 2007, is made by and among the institutional investors listed under the caption “Noteholders” on the signature pages hereto (collectively, together with the other holders from time to time of the hereinafter described NPA Notes and their successors and assigns, the “Noteholders”); Capital One, National Association, and Union Bank of California, N.A. (collectively, together with the other lenders from time to time party to the hereinafter described Bank Loan Agreement and their successors and assigns, the “Banks”); Capital One, National Association, as agent for the Banks (in such capacity, the “Bank Agent”), and The Bank of New York Trust Company, N.A., as collateral agent for the Noteholders (together with its successors and assigns in such capacity, the “Noteholder Collateral Agent”).

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