UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GMX RESOURCES INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
5.00% Convertible Senior Notes Due 2013
(Title of Class of Securities)
38011MAB4
(CUSIP Number of Class of Securities)
James A. Merrill
Chief Financial Officer, Secretary and Treasurer
GMX Resources Inc.
9400 North Broadway, Suite 600
Oklahoma City, Oklahoma 73114
(405) 600-0711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
| Michael J. Rohleder | David C. Buck | |
| President | Timothy C. Langenkamp | |
| GMX Resources Inc. | Andrews Kurth LLP | |
| 9400 North Broadway, Suite 600 | 600 Travis, Suite 4200 | |
| Oklahoma City, Oklahoma 73114 | Houston, Texas 77002 | |
| Phone: (405) 600-0711 | Phone: (713) 220-4200 | |
| Fax: (405) 600-0600 | Fax: (713) 220-4285 |
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $50,000,000.00(1) | $5,805.00(2) | |
| (1) | Calculated solely for the purpose of determining the amount of the filing fee. This amount is based upon the purchase of $50.0 million aggregate principal amount of the issuer’s 5.00% Convertible Senior Notes due 2013 at the tender offer price of $1,000 per $1,000 principal amount of such Convertible Senior Notes. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2011 issued by the Securities and Exchange Commission, equals $116.10 per million of the value of the transaction. |
| þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $5,805.00 | Filing Party: GMX Resources Inc. | |
Form or Registration No.: Schedule TO | Date Filed: January 28, 2011 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| þ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: þ
| 3 | ||||
| 3 | ||||
| 3 | ||||
| 3 | ||||
| Item 12. Exhibits | 4 |
SIGNATURE
EXHIBIT INDEX
Exhibit (a)(1)(i)
Exhibit (a)(1)(ii)
Exhibit (a)(5)(i)
Exhibit (a)(5)(ii)
Exhibit (a)(5)(iii)
Exhibit (a)(5)(iv)
Exhibit (a)(5)(v)
Exhibit (a)(5)(vi)
Exhibit (a)(5)(vii)
Exhibit (d)(i)
Exhibit (d)(ii)
Exhibit (d)(iii)
Exhibit (d)(iv)
Exhibit (d)(v)
Exhibit (d)(vi)
Exhibit (d)(vii)
Exhibit (d)(viii)
Exhibit (d)(ix)
Exhibit (d)(x)
Exhibit (d)(xi)
Exhibit (d)(xii)
Exhibit (d)(xiii)
Exhibit (d)(xiv)
Exhibit (d)(xv)
Exhibit (d)(xvi)
Exhibit (d)(xvii)
Exhibit (d)(xviii)
Exhibit (d)(xix)
Exhibit (d)(xx)
Exhibit (d)(xxi)
Exhibit (d)(xxii)
Exhibit (d)(xxiii)
Exhibit (d)(xxiv)
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SCHEDULE TO
This Amendment No. 6 (this “Amendment”) amends and supplements the original Tender Offer Statement on Schedule TO filed by GMX Resources Inc., an Oklahoma corporation (the “Company”), with the Securities and Exchange Commission on January 28, 2011, as subsequently amended by Amendment No. 1 to Schedule TO, filed on February 11, 2011, Amendment No. 2 to Schedule TO, filed on February 28, 2011, and Amendment No. 5 to Schedule TO, filed on March 11, 2011 (as amended and supplemented, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase for cash up to $50.0 million aggregate principal amount of its outstanding 5.00% Convertible Senior Notes due 2013 (the “Convertible Notes”) validly tendered and accepted for purchase, or such lesser principal amount of Convertible Notes as is validly tendered and not properly withdrawn, for consideration per $1,000 principal amount of the Convertible Notes of $1,000, in addition to any accrued and unpaid interest from the most recent interest payment date to, but not including, the date that the Company accepts tendered Convertible Notes for payment. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 28, 2011 (as hereby amended and supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the “Tender Offer”).
The Tender Offer expired at 5:00 p.m., New York City Time, on Friday, March 11, 2011. The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase to report the results of the Tender Offer. Except as specifically provided herein, the information contained in the Schedule TO and the Tender Offer remains unchanged and is not otherwise amended by this Amendment. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Offer to Purchase.
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) and Rule 13e-4(d) under the Securities Exchange Act of 1934, as amended.
The information contained in the Offer to Purchase is incorporated herein by reference in response to all of the items of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. This Amendment is being filed solely to amend and supplement the Offer to Purchase and the Schedule TO as follows:
The information set forth under “Summary Term Sheet” in the Offer to Purchase and Item 1 of the Schedule TO, to the extent such Item 1 incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by the information set forth under Item 4(a) below, which information is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth under “Important Information,” “Summary Term Sheet,” “Introduction” and “The Tender Offer” in the Offer to Purchase and Item 4(a) of the Schedule TO, to the extent such Item 4(a) incorporates by reference the information contained in the Offer to Purchase, is hereby amended by inserting the following immediately after the last paragraph of each such section:
“Expiration of the Tender Offer
The Tender Offer expired at 5:00 p.m., New York City Time, on March 11, 2011 (the “Expiration Date”). Based on the information received from Global Bondholder Services Corporation, the depositary for the tender offer, $121,534,000 aggregate principal amount of Convertible Notes were validly tendered and not withdrawn pursuant to the Tender Offer.
In accordance with the terms and conditions of the Tender Offer, we have accepted for purchase $50,000,000 aggregate principal amount of Convertible Notes for an aggregate consideration of approximately $50,312,500, including accrued and unpaid interest on the Convertible Notes from the most recent interest date to, but not including, the Payment Date of March 16, 2011. Because the Tender Offer was oversubscribed, the aggregate principal amount of Convertible Notes that we purchased from each tendering noteholder was prorated. We have been informed by the Depositary that the proration factor is approximately 41.2%. In accordance with the terms and conditions of the Tender Offer, the Depositary will promptly issue payment for the Convertible Notes accepted for purchase and will return all other Convertible Notes tendered.
After our purchase of $50,000,000 aggregate principal amount of Convertible Notes, approximately $72,750,000 aggregate principal amount of Convertible Notes will remain outstanding.”
Item 7. Source and Amount of Funds or Other Consideration.
The information set forth under “The Tender Offer” in the Offer to Purchase and Item 7 of the Schedule TO, to the extent such Item 7 incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by the information set forth under Item 4(a) above, which information is incorporated herein by reference.
Item 11. Additional Information.
(b) The information set forth under Item 11(b) of the Schedule TO, to the extent such Item 11(b) incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by the information set forth under Item 4(a) above, which information is incorporated herein by reference.
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Item 12 of the Schedule TO is amended and restated as follows:
| (a)(1)(i)† | Offer to Purchase, dated January 28, 2011. | |
| (a)(1)(ii)† | Form of Letter of Transmittal (including Form W-9). | |
| (a)(5)(i)† | Press Release, dated January 28, 2011 announcing the commencement of the tender offer. | |
| (a)(5)(ii)† | Press Release, dated January 28, 2011 announcing the launch of the Company’s equity offering. | |
| (a)(5)(iii)† | Press Release, dated January 28, 2011 announcing the launch of the Company’s notes offering. | |
| (a)(5)(iv) | Press Release, dated February 4, 2011 announcing the pricing of the Company’s notes offering (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed February 8, 2011). | |
| (a)(5)(v) | Press Release, dated February 9, 2011 announcing satisfaction of the financing condition in the tender offer (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed February 9, 2011). | |
| (a)(5)(vi)† | Press Release, dated February 28, 2011, announcing the extension of the Tender Offer. | |
| (a)(5)(vii)* | Press Release, dated March 14, 2011, announcing the results of the Tender Offer. | |
| (b) | Not applicable. | |
| (d)(i) | Rights Agreement, dated May 17, 2005, by and between GMX Resources, Inc. and UMB Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 18, 2005). | |
| (d)(ii) | Amendment No. 1 to Rights Agreement, dated February 1, 2008 (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 8-A/A filed February 21, 2008). | |
| (d)(iii) | Amendment No. 2 to Rights Agreement, dated October 30, 2008 (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A/A filed November 17, 2008). | |
| (d)(iv) | Indenture, dated February 15, 2008, between GMX Resources, Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(v) | Indenture, dated October 28, 2009, between GMX Resources, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 28, 2009). | |
| (d)(vi) | Supplemental Indenture, dated October 28, 2009, to Indenture dated October 28, 2009, between GMX Resources, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed October 28, 2009). | |
| (d)(vii) | Purchase Agreement, dated February 11, 2008, between GMX Resources, Inc. and Jefferies & Company, Inc., as representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(viii) | Share Lending Agreement, dated February 11, 2008, between GMX Resources, Inc., Jefferies Funding LLC and Jefferies & Company, Inc., as collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(ix) | Registration Rights Agreement, dated February 11, 2008, between GMX Resources, Inc. and Jefferies Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(x) | At-The-Market Issuance Sale Agreement, dated December 14, 2010, between GMX Resources, Inc. and McNicoll, Lewis & Vlak LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed December 14, 2010). | |
| (d)(xi) | Indenture dated as of February 9, 2011, by and among GMX Resources Inc., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011). | |
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| (d)(xii) | Form of 11.375% Senior Note due 2019 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011). | |
| (d)(xiii) | Registration Rights Agreement dated as of February 9, 2011, by and among GMX Resources Inc., the Guarantors named therein and the initial purchasers party thereto (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011). | |
| (d)(xiv) | Purchase Agreement dated as of February 4, 2011 among the Company, the Guarantors and the representatives of the several initial purchasers named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2011). | |
| (d)(xv) | Underwriting Agreement, dated December February 4, 2011, by and between GMX Resources Inc. and the representatives of the several underwriters named therein (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2011). | |
| (d)(xvi) | Fifth Amended and Restated Loan Agreement, dated as of February 2, 2011, among GMX Resources Inc., as borrower, Capital One, National Association, as administrative agent, arranger and bookrunner, BNP Paribas, as syndication agent, and the lenders named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xvii) | First Amendment to the Fifth Restated Loan Agreement, dated as of February 3, 2011, among GMX Resources, Inc., Capital One, National Association, as administrative agent, arranger and bookrunner, for the lenders, and BNP Paribas, as syndication agent (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A filed with the SEC on February 4, 2011). | |
| (d)(xviii) | Confirmation of Guaranty Agreement, dated as of February 2, 2010, by Diamond Blue Drilling Co. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders party from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xix) | Restated Guaranty Agreement, entered into effective as of July 8, 2010, by Diamond Blue Drilling Co. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders, the other parties from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties, guaranteeing the secured liabilities of GMX Resources Inc. (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xx) | Confirmation of Guaranty Agreement, dated as of February 2, 2010, by Endeavor Pipeline Inc. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders party from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xxi) | Restated Guaranty Agreement, entered into effective as of July 8, 2010, by Endeavor Pipeline Inc. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders, the other parties from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties, guaranteeing the secured liabilities of GMX Resources Inc. (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
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| (d)(xxii) | Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 9, 2007). | |
| (d)(xxiii) | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 filed November 6, 2000). | |
| (d)(xxiv) | Amended and Restated 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 25, 2010). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| † | Previously filed with the Schedule TO. |
| * | Filed herewith. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| GMX RESOURCES INC. | ||||
| By: | /s/ James A. Merrill | |||
| Name: | James A. Merrill | |||
| Title: | Chief Financial Officer, Secretary and Treasurer | |||
Dated: March 14, 2011
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EXHIBIT INDEX
| (a)(1)(i)† | Offer to Purchase, dated January 28, 2011. | |
| (a)(1)(ii)† | Form of Letter of Transmittal (including Form W-9). | |
| (a)(5)(i)† | Press Release, dated January 28, 2011 announcing the commencement of the tender offer. | |
| (a)(5)(ii)† | Press Release, dated January 28, 2011 announcing the launch of the Company’s equity offering. | |
| (a)(5)(iii)† | Press Release, dated January 28, 2011 announcing the launch of the Company’s notes offering. | |
| (a)(5)(iv) | Press Release, dated February 4, 2011 announcing the pricing of the Company’s notes offering (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed February 8, 2011). | |
| (a)(5)(v) | Press Release, dated February 9, 2011 announcing satisfaction of the financing condition in the tender offer (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed February 9, 2011). | |
| (a)(5)(vi)† | Press Release, dated February 28, 2011 announcing the extension of the Tender Offer. | |
| (a)(5)(vii)* | Press Release, dated March 14, 2011, announcing the results of the Tender Offer. | |
| (b) | Not applicable. | |
| (d)(i) | Rights Agreement, dated May 17, 2005, by and between GMX Resources, Inc. and UMB Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 18, 2005). | |
| (d)(ii) | Amendment No. 1 to Rights Agreement, dated February 1, 2008 (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 8-A/A filed February 21, 2008). | |
| (d)(iii) | Amendment No. 2 to Rights Agreement, dated October 30, 2008 (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A/A filed November 17, 2008). | |
| (d)(iv) | Indenture, dated February 15, 2008, between GMX Resources, Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(v) | Indenture, dated October 28, 2009, between GMX Resources, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 28, 2009). | |
| (d)(vi) | Supplemental Indenture, dated October 28, 2009, to Indenture dated October 28, 2009, between GMX Resources, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed October 28, 2009). | |
| (d)(vii) | Purchase Agreement, dated February 11, 2008, between GMX Resources, Inc. and Jefferies & Company, Inc., as representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(viii) | Share Lending Agreement, dated February 11, 2008, between GMX Resources, Inc., Jefferies Funding LLC and Jefferies & Company, Inc., as collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(ix) | Registration Rights Agreement, dated February 11, 2008, between GMX Resources, Inc. and Jefferies Funding LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed February 15, 2008). | |
| (d)(x) | At-The-Market Issuance Sale Agreement, dated December 14, 2010, between GMX Resources, Inc. and McNicoll, Lewis & Vlak LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed December 14, 2010). | |
| (d)(xi) | Indenture dated as of February 9, 2011, by and among GMX Resources Inc., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011). | |
| (d)(xii) | Form of 11.375% Senior Note due 2019 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011). | |
| (d)(xiii) | Registration Rights Agreement dated as of February 9, 2011, by and among GMX Resources Inc., the Guarantors named therein and the initial purchasers party thereto (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011). | |
| (d)(xiv) | Purchase Agreement dated as of February 4, 2011 among the Company, the Guarantors and the representatives of the several initial purchasers named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2011). | |
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| (d)(xv) | Underwriting Agreement, dated December February 4, 2011, by and between GMX Resources Inc. and the representatives of the several underwriters named therein (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2011). | |
| (d)(xvi) | Fifth Amended and Restated Loan Agreement, dated as of February 2, 2011, among GMX Resources Inc., as borrower, Capital One, National Association, as administrative agent, arranger and bookrunner, BNP Paribas, as syndication agent, and the lenders named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xvii) | First Amendment to the Fifth Restated Loan Agreement, dated as of February 3, 2011, among GMX Resources, Inc., Capital One, National Association, as administrative agent, arranger and bookrunner, for the lenders, and BNP Paribas, as syndication agent (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A filed with the SEC on February 4, 2011). | |
| (d)(xviii) | Confirmation of Guaranty Agreement, dated as of February 2, 2010, by Diamond Blue Drilling Co. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders party from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xix) | Restated Guaranty Agreement, entered into effective as of July 8, 2010, by Diamond Blue Drilling Co. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders, the other parties from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties, guaranteeing the secured liabilities of GMX Resources Inc. (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xx) | Confirmation of Guaranty Agreement, dated as of February 2, 2010, by Endeavor Pipeline Inc. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders party from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xxi) | Restated Guaranty Agreement, entered into effective as of July 8, 2010, by Endeavor Pipeline Inc. in favor of Capital One, National Association, as agent, for the benefit of itself, the lenders, the other parties from time to time to the Fifth Amended and Restated Loan Agreement, and the other secured parties, guaranteeing the secured liabilities of GMX Resources Inc. (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2011). | |
| (d)(xxii) | Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 9, 2007). | |
| (d)(xxiii) | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 filed November 6, 2000). | |
| (d)(xxiv) | Amended and Restated 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 25, 2010). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| † | Previously filed with the Schedule TO. |
| * | Filed herewith. |
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