Filed by Bowne Pure Compliance





Exhibit 10.2




EXECUTION VERSION




AMENDMENT NO. 1 TO

INTERCREDITOR AGREEMENT




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”).



RECITALS




A. The Noteholders, the Banks, the Bank Agent and the Noteholder Collateral Agent are parties
to an Intercreditor Agreement dated as of July 31, 2007 (the “Agreement”).




B. The parties hereto have agreed to amend the Agreement as described herein.



NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



Section 1. Existing Defined Terms. Effective as of the date hereof, the
following defined terms in Article I of the Intercreditor Agreement are hereby amended as follows:




(a) The defined term “Eligible Swap Agreement” is hereby amended by (1) deleting the
second sentence occurring therein and (2) replacing such sentence in its entirety with the
following:



“For the avoidance of doubt, a Swap Agreement continues to be an Eligible
Swap Agreement so long as the Person that is the counterparty to the Company
under a Swap Agreement at the time such Swap Agreement is entered into is a
Bank (or an Affiliate of a Bank) under the Bank Loan Agreement (even if such
Bank subsequently ceases to be a Bank under the Bank Loan Agreement).”




(b) The defined term “Senior Indebtedness” is hereby amended by deleting each reference
to “$125,000,000” occurring therein and substituting “$185,000,000” in lieu of each
occurrence thereof.


 


 









 






Section 2. Miscellaneous.




(i) Except as expressly amended by this Amendment, the Agreement shall remain in full
force and effect. This Amendment shall be binding upon and inure to the benefit of the
Noteholders, the Banks, the Collateral Agent, any other parties to the Agreement from time
to time, and their respective successors and permitted assigns.




(ii) THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.




(iii) This Amendment may be executed in any number of counterparts, each of which shall
be deemed an original and all of which taken together shall constitute one and the same
document. Delivery of this Amendment may be made by telecopy or electronic transmission of
a duly executed counterpart copy hereof; provided that any such delivery by
electronic transmission shall be effective only if transmitted in .pdf format, .tif format
or other format in which the text is not readily modifiable by any recipient thereof.



[Remainder of Page Intentionally Left Blank; Signature Pages Follow]



 


2









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers hereunto duly authorized as of the date first above set forth.



	 	 	 	 	 
	 	 	NOTEHOLDER COLLATERAL AGENT:
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Geraldine Creswell 
	 

	 	 	 	 
	 

	 	Name:	 	Geraldine Creswell 
	 

	 	Title:	 	Assistant Treasurer 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	10161 Centurion Parkway

2nd Floor

Jacksonville, FL 32256

Fax No: (904) 645-1921

Attn: Corporate Trust

Ms. Geraldine Creswell

Assistant Treasurer
	 
	 	 	 	 
	 	 	BANK AGENT:
	 
	 	 	 	 
	 	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Nancy M. Mak 
	 

	 	 	 	 
	 

	 	Name:	 	Nancy M. Mak 
	 

	 	Title:	 	Assistant Vice President 
	 
	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Nancy M. Mak 
	 

	 	 	 	 
	 

	 	Name:	 	Nancy M. Mak 
	 

	 	Title:	 	Assistant Vice President 
	 
	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Doug Gale 
	 

	 	 	 	 
	 

	 	Name:	 	Doug Gale 
	 

	 	Title:	 	Vice President 






Signature Page to Amendment No. 1 to Intercreditor Agreement



 


 









 





	 	 	 	 	 
	 	 	NOTEHOLDERS:
	 
	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	 
	 	 	 	 
	 

	 	By:	 	/s/ Brian E. Lemons
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, Texas 75201

Fax No: (214) 720-6299

Attn: Managing Director






Signature Page to Amendment No. 1 to Intercreditor Agreement



 


 









 





	 	 	 	 	 
	CONSENTED AND AGREED TO AS OF

THE DATE FIRST ABOVE WRITTEN:	 	 
	 

	 	 	 	 
	GMX RESOURCE INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ James A. Merrill 	 	 
	 

	 	 	 	 
	Name:
	 	James A. Merrill 	 	 
	Title:
	 	Chief Financial Officer and Treasurer 	 	 
	 
	 	 	 	 
	Address:	 	 
	 
	 	 	 	 
	9400 N. Broadway, Suite 600

Oklahoma City, Oklahoma 73114

Attn:                         	 	 
	 
	 	 	 	 
	ENDEAVOR PIPELINE INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ James A. Merrill 	 	 
	 

	 	 	 	 
	Name:
	 	James A. Merrill 	 	 
	Title:
	 	Chief Financial Officer and Treasurer 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 
	 	 	 	 
	9400 N. Broadway, Suite 600

Oklahoma City, Oklahoma 73114

Attn:                         	 	 
	 
	 	 	 	 
	DIAMOND BLUE DRILLING CO.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Richard Hart 	 	 
	 

	 	 	 	 
	Name:
	 	Richard Hart 	 	 
	Title:
	 	President 	 	 
	 
	 	 	 	 
	Address:	 	 
	 
	 	 	 	 
	9400 N. Broadway, Suite 600

Oklahoma City, Oklahoma 73114

Attn:                          	 	 






Signature Page to Amendment No. 1 to Intercreditor Agreement