exv10w1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT 




     This Second Amendment to Credit Agreement (this “Second Amendment”) is entered
into as of September 30, 2010, by and among Denbury Resources Inc., a Delaware corporation
(“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative
Agent”), and the financial institutions parties hereto as Banks (hereinafter collectively
referred to as “Executing Banks”, and each individually, an “Executing Bank”).



W I T N E S S E T H




     WHEREAS, Borrower, Administrative Agent, the other agents party thereto and Banks are parties
to that certain Credit Agreement dated as of March 9, 2010 (as amended, the “Credit
Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Credit Agreement, including, to the
extent applicable, after giving effect to the amendments set forth in Section 1 of this
Second Amendment);



     WHEREAS, pursuant to the Credit Agreement, Banks have made a Revolving Loan to Borrower and
provided certain other credit accommodations to Borrower;



     WHEREAS, Borrower has advised Administrative Agent and Banks that the loss of gas production
as a result of a possible sale of the Haynesville Assets (the “Haynesville Sale”) may cause
the Credit Parties to have (a) hedged more than 100% of their reasonably anticipated projected
production from Proved Mineral Interests of gas as prohibited by Section 9.11(a)(i) of the Credit
Agreement, and (b) total production of gas that is less than the aggregate amount of gas which is
the subject of Oil and Gas Hedge Transactions as prohibited by Section 9.11(b)(ii) of the Credit
Agreement (collectively, the “Temporary Gas Hedging Noncompliance”), in each case during
the period commencing on the effective date of the Haynesville Sale and continuing through and
including May 1, 2011 (such period, the “Specified Period”), which Temporary Gas Hedging
Noncompliance would be prohibited by Section 9.17 of the Credit Agreement;



     WHEREAS, Borrower has requested that Banks (a) amend certain terms of the Credit Agreement to
provide Borrower and the other Credit Parties additional time to complete a sale of the Haynesville
Assets and to make certain other changes thereto as more specifically described herein, (b) provide
a limited waiver of any Temporary Gas Hedging Noncompliance that may occur during the Specified
Period and (c) reaffirm the existing Borrowing Base;



     WHEREAS, subject to and upon the terms and conditions set forth herein, Executing Banks have
agreed to Borrower’s requests; and



     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, Borrower, Administrative Agent and Executing Banks hereby agree
as follows:



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Section 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as
of the Effective Date in the manner provided in this Section 1.




     1.1 Additional Definition. Section 1.1 of the Credit Agreement shall be amended to
add thereto in alphabetical order the following definition of “Second Amendment” which
shall read in full as follows:




     “Second Amendment” means that certain Second Amendment
to Credit Agreement dated as of September 30, 2010 among Borrower,
Administrative Agent and Banks party thereto.



     1.2 Amendment to Definition. The definition of “Loan Papers” contained in
Section 1.1 of the Credit Agreement shall be amended and restated to read in full as follows:




     “Loan Papers” means this Agreement, the First
Amendment, the Second Amendment, the Notes, each Facility Guarantee
which may now or hereafter be executed, each Borrower Pledge
Agreement which may now or hereafter be executed, each Subsidiary
Pledge Agreement which may now or hereafter be executed, all
Mortgages now or at any time hereafter delivered pursuant to
Section 5.1, and all other certificates, documents or
instruments delivered in connection with this Agreement, as the
foregoing may be amended from time to time.



     1.3 Amendment to Security Provision. Clause (a)(ii) of Section 5.1 of the Credit
Agreement shall be amended and restated to read in full as follows:




     “(ii) prior to any Distributions being permitted to be made to
any Restricted Subsidiary pursuant to the terms of Section
9.2(b) and/or the definition of “Permitted Investments,” all of
the issued and outstanding Equity of each Restricted Subsidiary
owned by Borrower and each Restricted Subsidiary”



     1.4 Amendment to Environmental Matters Provision. The fourth sentence of Section 7.15
of the Credit Agreement shall be amended to add “and” immediately preceding the reference to “(b)”
set forth therein.



     1.5 Amendment to Asset Dispositions Provision. Clause (h) of Section 9.5 of the
Credit Agreement shall be amended to (a) delete the reference to “November 1, 2010” therein and
replace such reference with “May 1, 2011” in lieu thereof, and (b) delete the “;” at the end of
subclause (vi) and insert a “.”in lieu thereof.



     1.6 Amendment to Hedge Transactions Provision. Clause (a) of Section 9.11 of the
Credit Agreement shall be amended to delete the reference to “tenor” in the third line thereof and
replace such reference with “term” in lieu thereof.



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     1.7 Amendment to Events of Default Provision. Clause (f) of Section 11.1 of the
Credit Agreement shall be amended to delete the reference to “$5,000,000” therein and replace such
reference with “$20,000,000” in lieu thereof.


Section 2. Limited Waiver. In reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, Banks hereby consent to the Temporary Gas Hedging
Noncompliance during the Specified Period; provided, that Borrower will not, nor
will Borrower permit any other Credit Party to, enter into any Hedge Transaction for gas during the
Specified Period unless such Hedge Transaction, together with any other existing Hedge Transactions
for gas, will not cause a violation of Sections 9.11 and 9.17 of the Credit Agreement. Borrower
acknowledges and agrees that the limited waiver set forth in this Section 2 is limited
solely to Sections 9.11(a)(i), 9.11(b)(ii) and 9.17 of the Credit Agreement and applies solely with
respect to the Temporary Gas Hedging Noncompliance during the Specified Period caused as a direct
result of the Credit Parties’ loss of gas production from the Haynesville Sale. The limited waiver
set forth in this Section 2 is a limited, one-time waiver, and nothing contained herein
shall obligate Administrative Agent or Banks to grant any additional or future waiver with respect
to, or in connection with, any provisions of the Credit Agreement or any other Loan Paper.



Section 3. Borrowing Base. Effective as of the Effective Date, the Borrowing Base shall be
reaffirmed at $1,600,000,000. Notwithstanding anything to the contrary contained in the Credit
Agreement, the Borrowing Base shall remain at $1,600,000,000 until the Scheduled Redetermination
scheduled for May 1, 2011, unless there is a Special Redetermination or other redetermination or
adjustment of the Borrowing Base prior to such time. The Borrower and Executing Banks agree that
the reaffirmation of the Borrowing Base provided for in this Section 3 shall constitute the
Scheduled Redetermination of the Borrowing Base scheduled for November 1, 2010 and shall not be
construed or deemed to be a Special Redetermination for the purposes of Section 4.3 of the Credit
Agreement.



Section 4. Conditions Precedent to Amendment. The amendments contained in Section
1 hereof, the limited waiver provided in Section 2 hereof and the reaffirmation of the
Borrowing Base contained in Section 3 hereof shall be effective on the date that each of
the following conditions precedent is satisfied (the “Effective Date”):




     Counterparts. Administrative Agent shall have received counterparts hereof duly
executed by Borrower and Required Banks and acknowledged by each Restricted Subsidiary (or, in the
case of any party as to which an executed counterpart shall not have been received, telegraphic,
telecopy, or other written confirmation from such party of execution of a counterpart hereof by
such party).



     4.1 No Default. No Default or Event of Default shall have occurred which is
continuing.



     4.2 Other Documents. Administrative Agent shall have been provided with such
documents, instruments and agreements, and Borrower shall have taken such actions, in each



3









 




case as Administrative Agent may reasonably require in connection with this Second Amendment
and the transactions contemplated hereby.



Section 5. Representations and Warranties. To induce Executing Banks and Administrative
Agent to enter into this Second Amendment, Borrower hereby represents and warrants to Banks and
Administrative Agent as follows:




     5.1 Reaffirm Existing Representations and Warranties. Each representation and
warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and
correct in all material respects on the date hereof and will be true and correct in all material
respects after giving effect to the amendments set forth in Section 1 hereof, except that
any representation or warranty that is qualified by “material” or “Material Adverse Effect”
references therein shall be true and correct in all respects.



     5.2 Due Authorization; No Conflict. The execution, delivery and performance by
Borrower of this Second Amendment are within Borrower’s corporate or organizational powers, have
been duly authorized by all necessary action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not violate or constitute a default under
any provision of applicable law or any Material Agreement binding upon Borrower or any other Credit
Party or result in the creation or imposition of any Lien upon any of the assets of Borrower or any
other Credit Party other than Liens securing the Obligations.



     5.3 Validity and Enforceability. This Second Amendment constitutes the valid and
binding obligation of Borrower enforceable in accordance with its terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by
equitable principles of general application.



Section 6. Miscellaneous.




     6.1 Reaffirmation of Loan Papers. Any and all of the terms and provisions of the
Credit Agreement and the Loan Papers shall, except as amended and modified hereby, remain in full
force and effect. The amendments contemplated hereby shall not limit or impair any Liens securing
the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations
as they may be increased pursuant hereto.



     6.2 Parties in Interest. All of the terms and provisions of this Second Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.



     6.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and
expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the
preparation, negotiation and execution of this Second Amendment and all related documents.



     6.4 Counterparts. This Second Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this



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Second Amendment until Borrower, Required Banks and each Restricted Subsidiary have executed a
counterpart. Facsimiles shall be effective as originals.




     6.5 Complete Agreement. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE PARTIES.



     6.6 Headings. The headings, captions and arrangements used in this Second Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Second Amendment, nor affect the meaning thereof.



[Signature Pages to Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
by their respective authorized officers on the date and year first above written.



	 	 	 	 	 
	 	BORROWER:




DENBURY RESOURCES INC.,

a Delaware corporation

	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	      Mark C. Allen, 	 
	 	 	      Senior Vice President and Chief
Financial 
      Officer 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.






 









 









     Each of the undersigned (i) consent and agree to this Second Amendment, and (ii) agree that
the Loan Papers to which it is a party shall remain in full force and effect and shall continue to
be the legal, valid and binding obligation of such Person, enforceable against it in accordance
with its terms.



	 	 	 	 	 	 	 	 	 

	 	 	DENBURY MARINE, L.L.C.,	 	 
	 	 	a Louisiana limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Allen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Mark C. Allen,	 	 
	 	 	 	 	 	Senior Vice President and	 	 
	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DENBURY OPERATING COMPANY,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Allen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Mark C. Allen,	 	 
	 	 	 	 	 	Senior Vice President and	 	 
	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TUSCALOOSA ROYALTY FUND LLC,	 	 
	 	 	a Mississippi limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Denbury Operating Company, its sole	 	 
	 	 	 	 	member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark C. Allen	 	 
	 

	 	 	 	 	 	 

      Mark C. Allen,
	 	 
	 

	 	 	 	 	 	      Senior Vice President and	 	 
	 

	 	 	 	 	 	      Chief Financial Officer	 	 






[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	DENBURY GATHERING &
MARKETING, INC., 

a
Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	 	Mark C. Allen, 	 
	 	 	 	Senior Vice President and
Chief Financial Officer 	 
	 
	 	DENBURY GREEN PIPELINE-TEXAS, LLC, a Delaware
limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	      Mark C. Allen, 	 
	 	 	      Senior Vice President and
Chief Financial 

      Officer 	 
	 
	 	ENCORE OPERATING LOUISIANA, LLC, a Delaware
limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	 	Mark C. Allen, 	 
	 	 	 	Senior Vice President and
Chief Financial Officer 	 
	 
	 	GREENCORE PIPELINE COMPANY LLC, a Delaware
limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	 	Mark C. Allen, 	 
	 	 	 	Senior Vice President and
Chief Financial Officer 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 	 	 	 	 

	 	 	ENCORE OPERATING, L.P.,	 	 
	 	 	a Texas limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	EAP Operating LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark C. Allen	 	 
	 

	 	 	 	 	 	 

      Mark C. Allen,
	 	 
	 

	 	 	 	 	 	      Senior Vice President and	 	 
	 

	 	 	 	 	 	      Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DENBURY ONSHORE, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Allen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	      Mark C. Allen,	 	 
	 	 	 	 	      Senior Vice President and	 	 
	 	 	 	 	      Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EAP OPERATING, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Allen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	      Mark C. Allen,	 	 
	 	 	 	 	      Senior Vice President and	 	 
	 	 	 	 	      Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EAP PROPERTIES, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Allen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	      Mark C. Allen,	 	 
	 	 	 	 	      Senior Vice President and	 	 
	 	 	 	 	      Chief Financial Officer	 	 






[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	DENBURY ENCORE HOLDINGS INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	      Mark C. Allen, 	 
	 	 	      Senior Vice President and
Chief Financial 

      Officer 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT/BANK:



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Bank

 	 
	 	By:  	/s/ Brian P. Orlando
 	 
	 	 	      Brian P. Orlando, 	 
	 	 	      Vice President 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Stephen J. Hoffman
 	 
	 	 	Name:  	Stephen J. Hoffman 	 
	 	 	Title:  	Managing Director 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 









	 	 	 	 	 
	 	BANKS:




BNP PARIBAS

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	/s/ Juan Carlos Sandoval
 	 
	 	 	Name:  	Juan Carlos Sandoval	 
	 	 	Title:  	Vice President 	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:




THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Keith Buchanan
 	 
	 	 	Name:  	Keith Buchanan 	 
	 	 	Title:  	Managing Director 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	                                                     /s/ Vipul Dhadda
 	 
	 	 	Name:  	Vipul Dhadda 	 
	 	 	Title:  	Associate 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	 	Name:  	Jason S. York 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	BANKS:





WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Thomas E. Stelmar, Jr.
 	 
	 	 	Name:  	Thomas E. Stelmar, Jr. 	 
	 	 	Title:  	Vice President 	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:




UBS LOAN FINANCE, LLC

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 	 	 
	 	By:  	                                                     /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:




UNION BANK, N.A.

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Name:  	Alison Fuqua 	 
	 	 	Title:  	Vice President 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(f/k/a CALYON NEW YORK BRANCH)

 	 
	 	By:  	/s/ Darrell Stanley
 	 
	 	 	Name:  	Darrell Stanley 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                                                     /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:




BANK OF SCOTLAND plc

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.





 












 





	 	 	 	 	 
	 	BANKS:



COMPASS BANK

 	 
	 	By:  	/s/ Spencer Stasney
 	 
	 	 	Name:  	Spencer Stasney 	 
	 	 	Title:  	Vice President 	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	BANKS:



CAPITAL ONE, N.A.

 	 
	 	By:  	/s/ Peter Shen
 	 
	 	 	Name:  	Peter Shen 	 
	 	 	Title:  	Vice President 	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 









	 	 	 	 	 
	 	BANKS:



COMERICA BANK

 	 
	 	By:  	/s/ Dustin Hansen
 	 
	 	 	Name:  	Dustin Hansen 	 
	 	 	Title:  	Senior Vice President 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



ING CAPITAL LLC

 	 
	 	By:  	/s/ Juli Bieser
 	 
	 	 	Name:  	Juli Bieser 	 
	 	 	Title:  	Director 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	BANKS:



SUNTRUST BANK

 	 
	 	By:  	/s/ Gregory C. Magnuson
 	 
	 	 	Name:  	Gregory C. Magnuson 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



CIBC, INC.

 	 
	 	By:  	/s/ Trudy W. Nelson
 	 
	 	 	Name:  	Trudy W. Nelson 	 
	 	 	Title:  	Executive Director 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Todd Coker
 	 
	 	 	Name:  	Todd Coker 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Name:  	Daria Mahoney 	 
	 	 	Title:  	Vice President 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	BANKS:



SUMITOMO MITSUI BANKING CORP.

 	 
	 	By:  	/s/ Masakazu Hasegawa
 	 
	 	 	Name:  	Masakazu Hasegawa 	 
	 	 	Title:  	General Manager 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



FIFTH THIRD BANK

 	 
	 	By:  	/s/ Garland Robeson
 	 
	 	 	Name:  	Garland Robeson 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.




 









 








	 	 	 	 	 
	 	BANKS:



ALLIED IRISH BANKS p.l.c.

 	 
	 	By:  	/s/ Edward Fenk
 	 
	 	 	Name:  	Edward Fenk 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	By:  	                                                     /s/ James Giordano
 	 
	 	 	Name:  	James Giordano 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	BANKS:



STERLING BANK

 	 
	 	By:  	/s/ Ryan Michael
 	 
	 	 	Name:  	Ryan Michael 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	BANKS:



GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ Allison O’Conner
 	 
	 	 	Name:  	Allison O’ Conner 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page]

Second Amendment to Credit Agreement

Denbury Resources Inc.