exv10wxay






EXHIBIT 10(a)




May 4, 2009




Denbury Onshore, LLC

5100 Tennyson Parkway

Suite 3000

Plano, Texas 75024

Attention: Mr. Phil Rykhoek





			
	Re:	 	Sixth Amended and Restated Credit Agreement (as amended,
the “Credit Agreement”) dated as of September 14, 2006,
among Denbury Onshore, LLC, a Delaware limited liability
company (“Borrower”), Denbury Resources Inc., a Delaware
corporation (“Parent”), the financial institutions party
thereto as lenders (“Banks”), JPMorgan Chase Bank, N.A., as
Administrative Agent (“Administrative Agent”), and the
other agents party thereto. Unless otherwise defined
herein, all terms used herein which are defined in the
Credit Agreement shall have the meaning assigned to such
terms in the Credit Agreement.




Ladies and Gentlemen:




          Borrower has advised Administrative Agent and Banks that Parent and/or other Credit Parties
have entered into numerous Guarantees of operating leases and of other obligations of Borrower
and/or its Restricted Subsidiaries (the “Support Guarantees”), in each case guaranteeing
obligations of Borrower and/or its Restricted Subsidiaries which are permitted under the terms of
the Credit Agreement and the other Loan Papers. Borrower has further advised Administrative Agent
and Banks that the Support Guarantees constitute Debt under the Credit Agreement and that, due to
the aggregate dollar amount of the obligations guaranteed under the Support Guarantees, the Support
Guarantees violate Section 10.1 of the Credit Agreement (the “Specified Violation”).
Borrower has requested that Required Banks enter into this letter agreement (this “Letter
Agreement”) to (a) amend the Credit Agreement to allow Parent and the other Credit Parties to
Guarantee Debt and other obligations of Credit Parties which are permitted under the terms of the
Credit Agreement and (b) waive the Specified Violation, in each case on the terms and conditions
set forth herein. In consideration of the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
and confessed, the parties hereto hereby agree as follows:





	1.	 	Amendments.






	 	(a)	 	Definition of Debt. Clause (d) of the definition of “Debt” contained
in Section 2.1 of the Credit Agreement is hereby amended and restated in full as
follows: “(d) all Guarantees of such Person of Debt of others,”.
	 
	 	(b)	 	Debt Covenant. Section 10.1 of the Credit Agreement is hereby amended
to delete the word “and” immediately prior to clause (d) of such Section and to add the
following language to the end of such Section: “, and (e) Guarantees by any Credit
Party of Debt of any other Credit Party, provided, that the Debt so
guaranteed is expressly permitted by this Section 10.1.”






	2.	 	Limited Waiver. The Required Banks hereby waive the Specified Violation solely with
respect to the Support Guarantees entered into by Parent and/or other Credit Parties prior to
the date hereof, provided, that nothing contained herein shall be deemed a
consent to, or waiver of, any other action or inaction of the Credit Parties which constitutes
(or would constitute) a violation of any provision of the Credit Agreement or any other Loan
Paper, or which results (or would result) in a Default or Event of Default under the Credit
Agreement or any other Loan Paper. Administrative Agent and Banks shall have no obligation to
grant any future waivers, consents or amendments with respect to the Credit Agreement or any
other Loan Paper.














 











Denbury Onshore, LLC

May 4, 2009

Page 2





	3.	 	Representations and Warranties. To induce Banks and Administrative Agent to enter
into this Letter Agreement, Parent and Borrower hereby represent and warrant to Banks and
Administrative Agent as follows:






	 	(a)	 	Reaffirm Existing Representations and Warranties. Each representation and
warranty of Parent and Borrower contained in the Credit Agreement and the other Loan Papers
is true and correct on the date hereof, except to the extent such representations and
warranties are expressly stated as of a certain date, in which case such representations and
warranties shall be true and correct in all material respects as of such date.
	 
	 	(b)	 	No Default or Event of Default. No Default or Event of Default has
occurred which is continuing and no Borrowing Base Deficiency exists.
	 
	 	(c)	 	No Defense. Parent and Borrower acknowledge that Borrower has no defense
to (i) Borrower’s obligation to pay the Obligations when due, or (ii) the validity,
enforceability or binding effect against Borrower of the Credit Agreement or any of the
other Loan Papers or any Liens intended to be created thereby.






	4.	 	Miscellaneous. (a) As a condition precedent to the effectiveness of the amendments
to the Credit Agreement contained in paragraph 1 hereof and the limited waiver contained in
paragraph 2 hereof, Borrower shall have paid to Administrative Agent for the benefit of the
Banks executing this Letter Agreement such fees as are required under that certain fee letter
dated as of May 4th, 2009 among Parent, Borrower and Administrative Agent, (b) Borrower hereby
agrees to pay on demand all reasonable fees and expenses incurred by the Administrative Agent
(including, without limitation, reasonable fees and expenses of counsel to the Administrative
Agent) in connection with the preparation, negotiation and execution of this Letter Agreement
and all related documents, (c) this Letter Agreement may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Letter
Agreement until a counterpart hereof has been executed by the Borrower and Required Banks;
facsimiles or other electronic transmission (e.g., pdf) shall be effective as originals, (d)
THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS
SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, (e) this
Letter Agreement constitutes a “Loan Paper” under and as defined in Section 2.1 of the Credit
Agreement, and (f) this Letter Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas.




Please evidence your agreement to each of the provisions of this Letter Agreement by executing a
counterpart hereof where indicated and returning a fully executed counterpart to Erec R. Winandy,
counsel for the Administrative Agent, via facsimile number (214) 999-7756 or via electronic e-mail
to ewinandy@velaw.com.




[Signature Pages Follow]














 





	 	 	 	 	 
	 	DENBURY ONSHORE, LLC, as Borrower

 	 
	 	By:  	/s/  Phil Rykhoek
 	 
	 	 	Phil Rykhoek 	 
	 	 	Senior Vice President and


Chief Financial Officer 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]



















 











	 	 	 	 	 
	 	DENBURY RESOURCES, INC., as Parent

 	 
	 	By:  	/s/  Phil Rykhoek
 	 
	 	 	Phil Rykhoek 	 
	 	 	Senior Vice President and


Chief Financial Officer 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative

Agent and a Bank

 	 
	 	By:  	/s/  Kimberly A. Coil
 	 
	 	 	Kimberly A. Coil 	 
	 	 	Senior Vice President 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]














 






	 	 	 	 	 
	 	FORTIS CAPITAL CORP., as a Bank

 	 
	 	 	By:  	/s/  David Montgomery
 	 
	 	 	Name:  	David Montgomery  	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	 	By:  	                                              /s/  Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Bank

 	 
	 	 	By:  	/s/ Jeffrey H. Rathkamp
 	 
	 	 	Name:  	Jeffrey H. Rathkamp 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as a Bank

 	 
	 	 	By:  	/s/  Tom K. Martin
 	 
	 	 	Name:  	Tom K. Martin  	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A., as a Bank

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



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	COMERICA BANK, as a Bank

 	 
	 	 	By:  	/s/  Peter L. Sefzlk
 	 
	 	 	Name:  	Peter L. Sefzlk 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Bank

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



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Bank

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



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH, as a Bank

 	 
	 	 	By:  	/s/  Michael Willis
 	 
	 	 	Name:  	Michael Willis  	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	 	By:  	                                              /s/  Mark A. Roche
 	 
	 	 	Name:  	Mark A. Roche 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	BANK OF SCOTLAND, as a Bank

 	 
	 	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	COMPASS BANK, as a Bank

 	 
	 	 	By:  	/s/ Greg Determann
 	 
	 	 	Name:  	Greg Determann  	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]















 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Bank

 	 
	 	 	By:  	/s/  David G. Mills
 	 
	 	 	Name:  	David G. Mills 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Letter Agreement — Denbury onshore, LLC]