Amendment No. 2 to Intercreditor Agreement dated October 29, 2008



 Exhibit 10.5(f) 
 EXECUTION VERSION 
 AMENDMENT NO. 2 TO 
 INTERCREDITOR AGREEMENT 
 THIS AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENT (this
“Amendment”), dated as of October 29, 2008, 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, Union Bank of California, N.A., BNP Paribas, Compass Bank and Fortis Capital Corp. (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, as amended by Amendment No. 1 to Intercreditor Agreement dated as of June 12, 2008 (as so amended, 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
Term. Effective as of the date hereof, the defined term “Senior Indebtedness” in Article I of the Intercreditor Agreement is hereby amended by (a) deleting each reference to “$185,000,000” occurring therein and
(b) substituting “$200,000,000” 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] 







 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/ Eric Broussard

	Name:	 	Eric Broussard
	Title:	 	Senior Vice President
	
	BANKS:
	
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Eric Broussard

	Name:	 	Eric Broussard
	Title:	 	Senior Vice President
	
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	 /s/ Jarrod Bourgeois

	Name:	 	Jarrod Bourgeois
	Title:	 	Vice President


  

 Signature Page to Amendment No. 2 to Intercreditor Agreement 









							
	 BNP PARIBAS

				
	By:	 	 /s/ Edward Pak
	 		 	 /s/Courtney Kubesch

	Name:	 	Edward Pak	 		 	Courtney Kubesch
	Title:	 	Vice President	 		 	Vice President
			
	COMPASS BANK	 		 	
				
	By:	 	 /s/Kathleen J. Bowen
	 		 	
	Name:	 	Kathleen J. Bowen	 		 	
	Title:	 	Senior Vice President	 		 	
			
	FORTIS CAPITAL CORP.	 		 	
				
	By:	 	 /s/ David Montgomery
	 		 	
	Name:	 	David Montgomery	 		 	
	Title:	 	Director	 		 	
				
	By:	 	 /s/ Ilene Fowler
	 		 	
	Name:	 	Ilene Fowler	 		 	
	Title:	 	Director	 		 	


  

 Signature Page to Amendment No. 2 to Intercreditor Agreement 









			
	NOTEHOLDERS:
	
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/ Brian Thomas

		 	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. 2 to Intercreditor Agreement 









			
	CONSENTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
	
	GMX RESOURCE INC.
		
	By:	 	 /s/ James A. Merrill

		 	James A. Merrill
		 	Chief Financial Officer and Treasurer
	
	Address:
	
	9400 N. Broadway, Suite 600
	Oklahoma City, Oklahoma 73114
	
	ENDEAVOR PIPELINE INC.
		
	By:	 	 /s/ Keith Leffel

		 	Keith Leffel
		 	President
	
	Address:
	
	9400 N. Broadway, Suite 600
	Oklahoma City, Oklahoma 73114
	
	DIAMOND BLUE DRILLING CO.
		
	By:	 	 /s/ Richard Q. Hart

		 	Richard Q. Hart
		 	President
	
	Address:
		
		 	9400 N. Broadway, Suite 600
		 	Oklahoma City, Oklahoma 73114

  

 Signature Page to Amendment No. 2 to Intercreditor Agreement