<PAGE>
EXHIBIT 10.6
PROMISSORY NOTE
$200,000.00 OKLAHOMA CITY, OKLAHOMA
APRIL 5, 2000
For value received, GMX Resources Inc. ("Maker") promises
to pay to the order of Ken L. Kenworthy, Jr.("Payee") the principal sum of
Two hundred thousand and no/100 dollars ($200,000.00) on March 11, 2001.
Maker promises to pay interest on the unpaid principal balance outstanding
hereunder from the date of this Note at the same times as Payee is obligated
to pay interest to First National Bank of Edmond ("Bank") under the terms of
that certain note number 1105400 payable by Payee to Bank, or any renewal or
extension thereof ("Bank Note") at the same rate as Maker is obligated to pay
interest on its bank indebtedness to Bank One Oklahoma N.A. ("Bank One Debt").
Payment of both principal and interest are to be made in
lawful money of the United States of America. Any amount not paid when due
shall bear interest at the default rate prescribed for the Bank One Debt.
The Maker agrees that if and as often as this note is
placed in the hands of an attorney for collection or to enforce the holder's
rights hereunder, Maker will pay to the holder hereof its reasonable
attorneys fees, together with all court costs and other expenses incurred by
such holder.
Maker and all endorsers, sureties, guarantors and all other
persons who may become liable for all or any part of this obligation
severally waive presentment for payment, protest and notice of nonpayment.
Said parties consent to an extension of time (whether one or more) of payment
hereof, any renewal (whether one or more) hereof, and any release of any
party liable for payment of this obligation. Any such extension, renewal or
release may be made without notice to any such party and without discharging
such party's liability hereunder.
The Maker and the Payee and each other holder of this Note
covenant and agree that their respective rights and obligations are subject
to the terms of a Subordination Agreement between Maker, Payee and Bank One
Oklahoma, N.A. dated as of May 19, 1999.
This Note contains no prepayment penalty and may be paid at
any time prior to maturity and is to be interpreted according to the laws of
the State of Oklahoma.
<PAGE>
Executed effective as of the 5th day of April, 2000.
GMX RESOURCES INC.
By: /s/ Ken L. Kenworthy
----------------------------------------------
Ken L. Kenworthy, Secretary and Treasurer
Accepted and agreed effective as of the 5th day of April, 2000.
-------------------------------------------
Ken L. Kenworthy, Jr.
<PAGE>
EXHIBIT 10.6
PROMISSORY NOTE
$375,000.00 OKLAHOMA CITY, OKLAHOMA
MARCH 11, 2000
For value received, GMX Resources Inc. ("Maker") promises
to pay to the order of Ken L. Kenworthy, Jr.("Payee") the principal sum of
Three hundred seventy five thousand and no/100 dollars ($375,000.00) on March
11, 2001. Maker promises to pay interest on the unpaid principal balance
outstanding hereunder from the date of this Note at the same times as Payee
is obligated to pay interest to First National Bank of Edmond ("Bank") under
the terms of that certain note number 1105400 payable by Payee to Bank, or
any renewal or extension thereof ("Bank Note") at the same rate as Maker is
obligated to pay interest on its bank indebtedness to Bank One Oklahoma N.A.
("Bank One Debt").
Payment of both principal and interest are to be made in
lawful money of the United States of America. Any amount not paid when due
shall bear interest at the default rate prescribed for the Bank One Debt.
The Maker agrees that if and as often as this note is
placed in the hands of an attorney for collection or to enforce the holder's
rights hereunder, Maker will pay to the holder hereof its reasonable
attorneys fees, together with all court costs and other expenses incurred by
such holder.
Maker and all endorsers, sureties, guarantors and all other
persons who may become liable for all or any part of this obligation
severally waive presentment for payment, protest and notice of nonpayment.
Said parties consent to an extension of time (whether one or more) of payment
hereof, any renewal (whether one or more) hereof, and any release of any
party liable for payment of this obligation. Any such extension, renewal or
release may be made without notice to any such party and without discharging
such party's liability hereunder.
The Maker and the Payee and each other holder of this Note
covenant and agree that their respective rights and obligations are subject
to the terms of a Subordination Agreement between Maker, Payee and Bank One
Oklahoma, N.A. dated as of May 19, 1999.
This Note contains no prepayment penalty and may be paid at
any time prior to maturity and is to be interpreted according to the laws of
the State of Oklahoma.
<PAGE>
Executed effective as of the 11th day of March, 2000.
GMX RESOURCES INC.
By: /s/ Ken L. Kenworthy
---------------------------------------------
Ken L. Kenworthy, Secretary and Treasurer
Accepted and agreed effective as of the 11th day of March,
2000.
----------------------------------------------
Ken L. Kenworthy, Jr.
