REPRESENTATIONS, COVENANTS AND
WARRANTIES
38
8A.
Organization
38
8B.
Financial
Statements
38
8C.
Actions Pending
38
8D.
Outstanding
Debt
39
8E.
Title to Properties; Mortgaged Properties
39
8F.
Taxes
39
8G.
Conflicting Agreements and Other Matters
39
8H.
Offering of Notes
40
8I.
Use of Proceeds
40
8J.
ERISA
40
8K.
Governmental Consent
41
8L.
Compliance
with Laws
41
8M.
Environmental Compliance
41
8N.
Foreign
Assets Control Regulations, Etc.
41
8O.
Utility Company Status
42
8P.
Investment Company Status
42
8Q.
Disclosure
42
8R.
Solvency
42
8S.
Hostile Tender Offers
42
8T.
Rule 144A
42
8U.
Delivery of Bank Agreement
42
9.
REPRESENTATIONS OF THE PURCHASERS
43
9A.
Nature of Purchase
43
9B.
Source of Funds
43
9C.
Independent Investigation
44
10.
DEFINITIONS; ACCOUNTING MATTERS
45
10A.
Yield-Maintenance Terms
45
10B.
Other Terms
46
10C.
Accounting Principles, Terms and Determinations
63
11.
MISCELLANEOUS
64
11A.
Note Payments
64
11B.
Expenses
64
11C.
Consent to Amendments
65
11D.
Form, Registration, Transfer and Exchange of Notes; Lost Notes
66
11E.
Persons Deemed Owners; Participations
66
11F.
Survival of
Representations and Warranties; Entire Agreement
67
11G.
Successors
and Assigns
67
11H.
Independence of Covenants
67
11I.
Notices
67
iii
Page
11J.
Payments Due on
Non-Business Days
67
11K.
Severability
68
11L.
Descriptive Headings
68
11M.
Satisfaction Requirement
68
11N.
Governing Law
68
11O.
Severalty of Obligations
68
11P.
Counterparts
68
11Q.
Binding Agreement
68
11R.
Waiver of Jury Trial; Consent to Jurisdiction
69
PURCHASER SCHEDULE
SCHEDULE 6C
-
EXISTING LIENS
SCHEDULE 6D
-
EXISTING INVESTMENTS
SCHEDULE 8G
-
LIST OF AGREEMENTS RESTRICTING INDEBTEDNESS
EXHIBIT A-1
-
FORM OF SERIES A NOTE
EXHIBIT A-2
-
FORM OF FIXED RATE NOTE
EXHIBIT A-3
-
FORM OF FLOATING RATE NOTE
EXHIBIT B
-
FORM OF OPINION OF COMPANY'S COUNSEL
EXHIBIT C
-
FORM OF FUNDS DELIVERY INSTRUCTION LETTER
EXHIBIT D
-
FORM OF SUPPLEMENT
EXHIBIT E
-
FORM OF COLLATERAL AGENCY AGREEMENT
EXHIBIT F
-
FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT G
-
FORM OF DIRECTION LETTER
EXHIBIT H
-
FORM OF GUARANTY AGREEMENT
EXHIBIT I
-
FORM OF INTERCREDITOR AGREEMENT
EXHIBIT J
-
FORM OF LETTER-IN-LIEU
EXHIBIT K
-
FORM OF PLEDGE AGREEMENT
EXHIBIT L
-
FORM OF SECURITY AGREEMENT
EXHIBIT M
-
FORM OF COMPLIANCE CERTIFICATE
iv
GMX Resources, Inc.
9400 North Broadway, Suite 600
Oklahoma City, Oklahoma 73114
As of July 31, 2007
To each of the Persons named in
the Purchaser Schedule attached
hereto as purchasers of the
Series A Notes (the "Series A
Purchasers" and, together with
any Additional Purchasers, the
"Purchasers")
Ladies and Gentlemen:
The undersigned, GMX Resources, Inc., an Oklahoma corporation (the "Company"),
hereby agrees with you as follows:
1. AUTHORIZATION OF ISSUE OF NOTES.
1A. Authorization of Issue of Series A Notes. Subject to the terms and
conditions of this Agreement, the Company will issue and sell to each Series A
Purchaser and each Series A Purchaser will purchase from the Company, at the
Series A Closing provided for in paragraph 2A(1), senior subordinated fixed