Filed by Bowne Pure Compliance



 




Exhibit 10.4(b)




SECOND AMENDMENT TO LOAN AGREEMENT




This Second Amendment to Loan Agreement (this “Amendment”) dated as of August 14, 2006, is
made among GMX Resources Inc., an Oklahoma corporation (the “Borrower”), Capital One, National
Association, a national banking association, as administrative agent (the “Agent”), and Union Bank
of California, N.A. and Capital One, National Association, as Banks (the “Banks”), who agrees as
follows:



RECITALS




A. This Second Amendment to Loan Agreement pertains to that certain Amended and Restated Loan
Agreement (Line of Credit) dated as of June 7, 2006, among the Borrower, the Agent and the Banks as
amended by the First Amendment dated as of August 4, 2006 (as amended, the “Loan Agreement”). As
used in this Agreement, capitalized terms used herein without definition herein shall have the
meanings provided in the Loan Agreement.



B. The Borrower has requested additional time to furnish certain post-closing items required
by Section 7.3 of the Loan Agreement, and the Agent and the Banks have agreed to this request on
the terms provided herein.



AGREEMENT




NOW, THEREFORE, in consideration of the terms and conditions contained herein, and the loans
and extensions of credit heretofore, now or hereafter made to the Borrower by the Banks, the
parties hereto hereby agree as follows:



ARTICLE 1.



AMENDMENT




1.1 Section 7.3 of the Loan Agreement is hereby amended to change the date from August 8,
2006, to be October 6, 2006. The Borrower expressly acknowledges that this one-time amendment of
the Loan Agreement shall not be a precedent for any subsequent requested waiver or amendment of
this (or any other) covenant (or other provision) of the Loan Agreement.



1.2 The first recital paragraph of the Preliminary Statement of the Loan Agreement is hereby
amended to correct a typographical error regarding the date of the Prior Loan Agreement from August
15, 2000, to be July 29, 2005.



ARTICLE 2.




ACKNOWLEDGMENT OF COLLATERAL




2.1 The Borrower hereby specifically reaffirms all of the Collateral Documents. The Borrower
hereby confirms and agrees that the Collateral Documents secure the Loan Agreement as amended by
this Amendment.


 


 









 





ARTICLE 3.



MISCELLANEOUS




3.1 The Borrower represents and warrants to the Agent and the Banks (which representations and
warranties will survive the execution of this Amendment) that (i) all representations and
warranties contained in the Loan Agreement and the Collateral Documents are true and correct on and
as of the date hereof as though made on and as of such date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct on and as of such earlier date,
(ii) no event has occurred and is continuing as of the date hereof which constitutes a Default or
Event of Default, (iii) there has not occurred any material adverse change in the Collateral or
other assets, liabilities, financial condition, business operations, affairs or circumstances of
the Borrower and the Subsidiaries taken as a whole or any other facts, circumstances or conditions
(financial or otherwise) upon which a Bank has relied or utilized in making its decision to enter
into this Amendment, and (iv) there is no defense, offset, compensation, counterclaim or
reconventional demand with respect to amounts due under, or performance of, the terms of the Notes
and the Loan Agreement. To the extent any such defense, offset, compensation, counterclaim or
reconventional demand or other causes of action by the Borrower against the Agent or any Bank might
exist, whether known or unknown, such items are hereby waived by the Borrower.



3.2 Except as expressly modified by this Amendment, all terms and provisions of the Loan
Agreement are hereby ratified and confirmed and shall be and shall remain in full force and effect,
enforceable in accordance with its terms.



3.3 Borrower agrees to pay on demand all costs and expenses of the Agent and the Banks in
connection with the preparation, reproduction, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder (including the reasonable fees and
expenses of counsel for the Agent). In addition, Borrower shall pay any and all stamp or other
taxes, recordation fees and other fees payable in connection with the execution, delivery, filing
or recording of this Amendment and the other instruments and documents to be delivered hereunder
and agrees to hold Agent and the Banks harmless from and against any all liabilities with respect
to or resulting from any delay or omission in paying such taxes or fees.



3.4 This Amendment may be executed in multiple separate counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained on any one counterpart hereof;
each party’s signature may appear on a separate counterpart but all such counterpart taken together
shall constitute one and the same instrument. The parties specifically confirm their intent to be
bound by delivery of such signed counterparts by telecopier.



3.5 The provisions of this Amendment shall become effective if and when, and only when, (i)
each and every representation and warranty of Borrower contained in this Amendment is true,
complete and accurate, (ii) no event exists which constitutes a Default, and (iii) the receipt by
the Agent of a duly executed counterpart of this Amendment. The Borrower hereby certifies by
execution of this Amendment that the foregoing conditions (i) and (ii) are satisfied and true and
correct.


 


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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	GMX RESOURCES INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Ken L. Kenworthy
 

	 	 
	 	 	 	 	Name: Ken L. Kenworthy, Sr.	 	 
	 	 	 	 	Title: Executive Vice President and CFO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AGENT:	 	CAPITAL ONE, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Kerrigan
 

	 	 
	 	 	 	 	Name: Brian Kerrigan	 	 
	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANKS:	 	CAPITAL ONE, NATIONAL ASSOCIATION,	 	 
	 	 	 	 	as a Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Kerrigan
 

	 	 
	 	 	 	 	Name: Brian Kerrigan	 	 
	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jarrod Bourgeois
 

	 	 
	 	 	 	 	Name: Jarrod Bourgeois	 	 
	 	 	 	 	Title: Vice President	 	 







 


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