exv10wxcy



 




Exhibit
10(c)




AMENDMENT FOR INCREASED COMMITMENT




     THIS AMENDMENT FOR INCREASED COMMITMENT (this “Amendment”) is made as of the 22nd day
of December, 2006, by and among Denbury Onshore, LLC, a Delaware limited liability company
(“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement
(as defined below) (“Administrative Agent”), and the Banks party hereto (“Supplemental
Banks”).



     Borrower, Administrative Agent and certain other Banks and Agents, as described and defined in
the Credit Agreement, are parties to that certain Fifth Amended and Restated Credit Agreement dated
as of September 14, 2006 (as amended, supplemented, or restated, the “Credit Agreement”).
All terms used herein and not otherwise defined shall have the same meaning given to them in the
Credit Agreement.



     Pursuant to Section 15.10(f) of the Credit Agreement, Borrower has the right to increase the
Total Commitment by obtaining additional or increased Commitments upon satisfaction of certain
conditions. This Amendment requires only the signature of Borrower, Administrative Agent and
Supplemental Banks so long as the Total Commitment is not increased above the amount permitted by
the Credit Agreement.



     Each Supplemental Bank is an existing Bank which is increasing its Commitment.



     In consideration of the foregoing, each such Supplemental Bank, from and after the date
hereof, shall have a Commitment in the amount set forth on Schedule 1 attached hereto.



     IN WITNESS WHEREOF, Administrative Agent, Borrower and Supplemental Banks have executed this
Amendment as of the date shown above.



(Remainder of Page Intentionally Left Blank)




 









 





	 	 	 	 	 	 	 
	 	 	BORROWER	 	 
	 
	 	 	 	 	 	 
	 	 	DENBURY ONSHORE, LLC, a Delaware

limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phil Rykhoek	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Phil Rykhoek, Senior Vice President

and Chief Financial Officer	 	 






[Signature Page to Amendment For Increased Commitment]




 









 








	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as
 Administrative
Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Lescher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen Lescher	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Lescher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen Lescher	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page to Amendment For Increased Commitment]





 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Montgomery	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Montgomery	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page to Amendment For Increased Commitment]




 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Page Dillehunt	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Page Dillehunt	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mike Willis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mike Willis	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page to Amendment For Increased Commitment]





 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter L. Sefzik	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Peter L. Sefzik	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Amendment For Increased Commitment]





 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sean Murchpy	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sean Murphy	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alison Fuqua	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Alison Fuqua	 	 
	 

	 	Title:
	 	Investment Banking Officer	 	 






[Signature Page to Amendment For Increased Commitment]




 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jason Hicks	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jason Hicks	 	 
	 

	 	Title:
	 	Portfolio Manager	 	 






[Signature Page to Amendment For Increased Commitment]




 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Rathkamp	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey H. Rathkamp	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page to Amendment For Increased Commitment]




 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karen Weich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karen Weich	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page to Amendment For Increased Commitment]




 









 






	 	 	 	 	 	 	 
	 	 	SUPPLEMENTAL BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	COMPASS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dorothy Marchand	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dorothy Marchand	 	 
	 

	 	Title:
	 	Senior Vice President	 	 







[Signature Page to Amendment For Increased Commitment]




 









 








SCHEDULE 1




Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 
	Banks	 	Commitment Amount	 	Commitment Percentage
	JPMorgan Chase Bank, N.A.
	 	$	30,000,000.00	 	 	 	12.00	%
	Calyon New York Branch
	 	$	30,000,000.00	 	 	 	12.00	%
	Fortis Capital Corp.
	 	$	30,000,000.00	 	 	 	12.00	%
	Union Bank of California, N.A.
	 	$	30,000,000.00	 	 	 	12.00	%
	Comerica Bank
	 	$	30,000,000.00	 	 	 	12.00	%
	Bank of America, N.A.
	 	$	25,000,000.00	 	 	 	10.00	%
	Wells Fargo Bank, N.A.
	 	$	25,000,000.00	 	 	 	10.00	%
	Bank of Scotland
	 	$	25,000,000.00	 	 	 	10.00	%
	Compass Bank
	 	$	25,000,000.00	 	 	 	10.00	%
	Totals:
	 	$	250,000,000.00	 	 	 	100.00	%






 Schedule 1 – 1