EXHIBIT 10.2
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WAIVER AGREEMENT
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This Waiver Agreement (this "Agreement") dated as of December 5,
2005,
is made between GMX Resources Inc., an
Oklahoma corporation ("Borrower"), and
Hibernia National Bank, a national banking
association ("Lender") who agrees as
follows:
A. This Agreement pertains to that certain Loan Agreement (Line
of
Credit) dated as of July 29, 2005, between
Borrower and Lender (the "Loan
Agreement"). As used in this Agreement,
capitalized terms used herein without
definition herein shall have the meanings
provided in the Loan Agreement.
1. Borrower has advised Lender that Borrower desires to establish a
new
Subsidiary as an Oklahoma corporation (and
qualified to do business in Texas),
with 100% of the capital stock owned by the
Borrower. This new Subsidiary will
acquire and operate one or more drilling
rigs. The Borrower will provide working
capital to the new Subsidiary, a portion of
which will be funded from the Loan.
The new Subsidiary's acquisition of its
first rig will be by purchase from
McLachlan Drilling Company for an aggregate
purchase price of approximately
$5,100,000.00. This price is to be paid on
or about January 2, 2006, and for the
1 month interim period Borrower on behalf
of the new Subsidiary shall incur
indebtedness owing to McLachlan Drilling
Company, secured by a security interest
Lien on the drilling rig being acquired. At
Borrower's request, and subject to
the terms of this Agreement, Lender hereby
grants a one-time waiver or consent
as to each of (i) the covenant in Section
6.3 requiring the Lender's prior
written consent for the Borrower to
establish a new Subsidiary, to permit the
establishment of this Subsidiary, (ii) the
covenant in Section 6.1 limiting
Debt, to permit the purchase money Debt
owing to McLachlan Drilling Company, and
(iii) the covenant in Section 6.2
prohibiting Liens, to permit the purchase
money Lien in favor of McLachlan Drilling
Company.
2. Borrower and Lender agree to execute and deliver promptly a
First
Amendment to Loan Agreement, which shall
include without limitation agreements
by Borrower (a) to pledge the stock of the
new Subsidiary to the Lender pursuant
to the terms of a security agreement in
substantially the same form as the
Security Agreement (Stock) pledging the
stock of Endeavor, (b) to cause all loan
advances made by the Borrower to the new
Subsidiary to be evidenced by a
negotiable promissory note which (i) is
payable to the order of the Borrower,
(ii) waives the Subsidiary's right to set
off, (iii) is secured by a security
interest in the drilling rigs, and (iv) is
(together with such security
agreement) otherwise in form and substance
reasonably satisfactory to the
Lender, (c) to pledge such intercompany
note to Lender and to cause the
Subsidiary to execute and deliver to Lender
an acknowledgment of th
