exv10wxdy






Exhibit 10(d)




THIRD AMENDMENT TO SIXTH AMENDED



AND RESTATED CREDIT AGREEMENT 




     This Third Amendment to Sixth Amended and Restated Credit Agreement (this “Third
Amendment”) is entered into effective as of the 6th day of February, 2009 (the “Effective
Date”), by and among Denbury Onshore, LLC, a Delaware limited liability company
(“Borrower”), Denbury Resources Inc., a Delaware corporation (“Parent”), JPMorgan
Chase Bank, N.A., as Administrative Agent (“Administrative Agent”), and the financial
institutions parties hereto as Banks (“Banks”).



W I T N E S S E T H




     WHEREAS, Borrower, Parent, Administrative Agent, the other agents a party thereto and Banks
are parties to that certain Sixth Amended and Restated Credit Agreement dated as of September 14,
2006 (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); and



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



     WHEREAS, Parent and Borrower have requested that the Credit Agreement be amended to amend
certain terms of the Credit Agreement in certain respects as provided in this Third Amendment; and



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



     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, Parent, Borrower, Administrative Agent and Banks hereby agree as
follows:


Section 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Third Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, the Credit Agreement shall be amended effective as
of the Effective Date in the manner provided in this Section 1.




     1.1 Additional Definitions. Section 2.1 of the Credit Agreement shall be amended to
add thereto in alphabetical order the following definitions which shall read in full as follows:




     “Third Amendment” means that certain Third Amendment to
Sixth Amended and Restated Credit Agreement dated as of February 6,
2009 among Borrower, Parent, Administrative Agent and Banks.



 









 





     1.2 Amendment to Definitions. The definitions of “Loan Papers” and
“Permitted Subordinate Debt” contained in Section 2.1 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 Third Amendment, the Notes,
each Facility Guaranty which may now or hereafter be executed, each
Parent Pledge Agreement which may now or hereafter be executed, each
Subsidiary Pledge Agreement which may now or hereafter be executed,
the Existing Mortgages (as amended by the Amendments to Mortgages),
all Mortgages now or at any time hereafter delivered pursuant to
Section 6.1, the Amendments to Mortgages, and all other
certificates, documents or instruments delivered in connection with
this Agreement, as the foregoing may be amended from time to time.




     “Permitted Subordinate Debt” means, collectively, (i)
Debt of Borrower resulting from a single issue of Borrower’s 7.5%
Senior Subordinated Notes Due 2013 in an aggregate outstanding
principal balance of not greater than $225,000,000, and which Debt
has been assumed by Parent as a co-obligor with Borrower pursuant to
that certain First Supplemental Indenture, dated as of December 29,
2003, (ii) Debt of Parent resulting from the issue of Parent’s 7.5%
Senior Subordinated Notes Due 2015 in an aggregate outstanding
principal amount of not greater than $300,000,000 and (iii)
subordinate unsecured Debt of up to $500,000,000 with an interest
rate no greater than 15.0% and a maturity date that is no less than
5 years from the date such Debt is incurred; provided that such Debt
issued pursuant to this clause (iii) is issued on or prior to April
1, 2009.



     1.3 Amendment to Special Redetermination Provision. Clause (a) of Section 5.3 of the
Credit Agreement is hereby deleted and replaced in its entirety with the following:




     (a) In addition to Scheduled Redeterminations, (1) Borrower and
Required Banks shall each be permitted to request a Special
Redetermination of the Borrowing Base once in each Fiscal Year, and
(2) Banks require a Special Redetermination of the Borrowing Base in
connection with any sale, assignment, lease, license, transfer,
exchange or other disposition of Barnett Shale Assets permitted by
Section 10.5(e), which Special Redetermination shall be
requested by Borrower at least two weeks in advance of any such
disposition of Barnett Shale Assets so that Banks may redetermine
the Borrowing Base in accordance with the procedures and standards
set forth in Section 5.2 (after giving effect to the
exclusion of the Barnett Shale Assets from the Borrowing Base
Properties). Any request by Required Banks



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pursuant to this Section 5.3(a) shall be submitted to
Administrative Agent and Borrower. Any request by Borrower pursuant
to this Section 5.3(a) (including any required request
resulting from a sale of Barnett Shale Assets) shall be submitted to
Administrative Agent and each Bank and at the time of such request
Borrower shall (i) deliver to Administrative Agent and each Bank a
Reserve Report (which, in the case of a Special Redetermination
resulting from a pending proposed disposition of Barnett Shale
Assets, shall exclude the Barnett Shale Assets), and (ii) also
notify Administrative Agent and each Bank of the Borrowing Base
requested by Borrower in connection with such Special
Redetermination.



     1.4 Amendment to Borrowing Base Deficiency Provision. Section 5.4 of the Credit
Agreement is hereby deleted and replaced in its entirety with the following:




     Section 5.4 Borrowing Base Deficiency. To the extent a
Borrowing Base Deficiency exists after giving effect to any
Redetermination (other than a Special Redetermination resulting from
a disposition of Barnett Shale Assets), Borrower shall be obligated
to eliminate such Borrowing Base Deficiency over a period not to
exceed six (6) months from the effective date of such
Redetermination by making six (6) mandatory, equal, consecutive,
monthly payments of principal on the Revolving Loan, each of which
shall be in the amount of one sixth (1/6th) of such Borrowing Base
Deficiency, or in the event that the remaining principal outstanding
under the Revolving Loan is less than the Borrowing Base Deficiency,
then in the amount of one sixth (1/6th) of the remaining principal
outstanding under the Revolving Loan. The first of such six (6)
payments shall be due on the thirtieth (30th) day following the
effective date of each such Redetermination and each subsequent
payment shall be due on the same day of each month thereafter (or if
there is no corresponding day of any subsequent month, then on the
last day of such month) (each such date is referred to herein as a
“borrowing base deficiency payment date”). If a Borrowing
Base Deficiency cannot be eliminated pursuant to this Section
5.4 by prepayment of the Revolving Loan in full (as a result of
outstanding Letter of Credit Exposure), on each borrowing base
deficiency payment date, Borrower shall also deposit cash with
Administrative Agent, to be held by Administrative Agent to secure
outstanding Letter of Credit Exposure in the manner contemplated by
Section 3.1(b), an amount at least equal to one sixth
(1/6th) of the balance of such Borrowing Base Deficiency (i.e.,
one-sixth of the difference between the Borrowing Base Deficiency
and the remaining outstanding principal under the Revolving Loan on
the effective date of such Redetermination). Notwithstanding the
foregoing, if



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upon any reduction, adjustment and/or Redetermination of the
Borrowing Base pursuant to a Special Redetermination resulting from
a disposition of Barnett Shale Assets results in a Borrowing Base
Deficiency (or increase in any previously existing Borrowing Base
Deficiency), Borrower shall promptly, but in all events prior to or
contemporaneously with the consummation of any disposition of
Barnett Shale Assets, make a mandatory prepayment of the principal
of the Revolving Loan in an amount sufficient to eliminate the
Borrowing Base Deficiency existing after giving effect to such
Special Redetermination.



     1.5 Amendment to Asset Dispositions Provision. Section 10.5 of the Credit Agreement
is hereby deleted and replaced in its entirety with the following:




     Section 10.5 Asset Dispositions. Parent and Borrower
will not, nor will Parent and/or Borrower permit any other Credit
Party to, sell, lease, transfer, abandon or otherwise dispose of any
asset other than (a) the sale in the ordinary course of business of
Hydrocarbons produced from Borrower’s Mineral Interests, (b) the
sale, lease, transfer, abandonment, exchange or other disposition of
other assets, provided, that the aggregate value
(which, in the case of assets consisting of Mineral Interests, shall
be the Recognized Value of such Mineral Interests and in the case of
any exchange, shall be the net value or net Recognized Value
realized or resulting from such exchange) of all assets sold,
leased, transferred or disposed of pursuant to this clause (b) in
any period between Scheduled Redeterminations shall not exceed five
percent (5%) of the Borrowing Base then in effect (for purposes of
this clause (b) the Closing Date will be deemed to be a Scheduled
Redetermination), (c) the sale, lease, transfer, abandonment or
disposition of Unproved Reserves, (d) the sale of volumetric
production payments of carbon dioxide pursuant to the express terms
of the Genesis Transaction Documents and (e) the sale, assignment,
lease, license, transfer, exchange or other disposition by any
Credit Party of all or substantially all of its right, title and
interest in the Barnett Shale Assets; provided, that, (i) prior to
the consummation of any disposition of Barnett Shale Assets,
Administrative Agent shall have received certified copies of any and
all documents related to such disposition, including, without
limitation, all documents, if any, related to a like-kind exchange
or reverse like-kind exchange involving the Barnett Shale Assets
under Section 1031 of the Code, (ii) prior to or contemporaneously
with the consummation of any disposition of Barnett Shale Assets,
Borrower shall have complied with the requirements set forth in
Section 5.3 hereof, pursuant to which a Special Redetermination
shall have been requested at least two weeks in advance of any such
disposition of Barnett Shale Assets and the Borrowing Base



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shall have been redetermined in accordance with the procedures
and standards set forth in Section 5.2 (after giving effect
to the exclusion of the Barnett Shale Assets from the Borrowing Base
Properties), and (iii) if a Special Redetermination is required
pursuant to Section 5.3 hereof as a result of such
disposition of Barnett Shale Assets and such Special Redetermination
results in a Borrowing Base Deficiency, Borrower shall make the
mandatory prepayments of the Revolving Loan required by Section
5.4 hereof. In no event will Parent, Borrower or any other
Credit Party sell, transfer or dispose of any Equity in any
Restricted Subsidiary nor will any Credit Party (other than Parent)
issue or sell any Equity or any option, warrant or other right to
acquire such Equity or security convertible into such Equity to any
Person other than the Credit Party which is the direct parent of
such issuer on the Closing Date.


Section 2. Conditions Precedent to Amendment. The amendments contained in Section
1 hereof are subject to the satisfaction of each of the following conditions precedent:




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



     2.2 Fees. Borrower shall have paid to Administrative Agent any and all reasonable
fees payable to Administrative Agent or the Banks pursuant to or in connection with this Third
Amendment in consideration for the agreements set forth herein.



     2.3 No Material Adverse Effect. There shall not have occurred since December 31, 2007
any events that, individually or in the aggregate, have had a Material Adverse Effect.



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


Section 3. Representations and Warranties. To induce Banks and Administrative Agent to
enter into this Third Amendment, Parent and Borrower hereby jointly and severally represent and
warrant to Banks and Administrative Agent as follows:




     3.1 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 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.



     3.2 Due Authorization; No Conflict. The execution, delivery and performance by Parent
and Borrower of this Third Amendment are within Parent’s and 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



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upon Parent, Borrower or their Subsidiaries or result in the creation or imposition of any
Lien upon any of the assets of Parent, Borrower or their Subsidiaries except Permitted
Encumbrances.



     3.3 Validity and Enforceability. This Third Amendment constitutes the valid and
binding obligation of Parent and 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 4. Miscellaneous.




     4.1 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.



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



     4.3 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 Third Amendment and all related documents.



     4.4 Counterparts. This Third Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Third
Amendment until Parent, Borrower and Required Banks have executed a counterpart. Facsimiles shall
be effective as originals.



     4.5 Complete Agreement. THIS THIRD 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.



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



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



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SIGNATURE PAGE TO

THIRD AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	PARENT:



DENBURY RESOURCES INC.,

a Delaware corporation

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

Chief Financial Officer 	 
	 
	 	BORROWER:





DENBURY ONSHORE, LLC,

a Delaware limited liability company

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

Chief Financial Officer 	 
	 



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THIRD AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




     Each of the undersigned (i) consent and agree to this Third 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/ Phil Rykhoek	 
	 	 	Phil Rykhoek, 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY OPERATING COMPANY,

a Delaware corporation

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

Chief Financial Officer 	 
	 
	 	TUSCALOOSA ROYALTY FUND LLC,

a Mississippi limited liability company

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

Chief Financial Officer 	 
	 



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AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	DENBURY GATHERING & MARKETING, INC.,

a Delaware corporation

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

Chief Financial Officer 	 
	 



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	 	ADMINISTRATIVE AGENT/BANK:





JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Bank

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



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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Montgomery
	 

	 	 	 	 	 	 
	 

	 	Name:	 	David Montgomery
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ilene Fowler
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Ilene Fowler	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael D. Willis 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Michael D. Willis 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Gurghigian 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	David Gurghigian 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter L. Sefzik 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Peter L. Sefzik 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sean Murphy 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Sean Murphy 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Alison Fuqua 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Alison Fuqua 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christen A. Lacey 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Christen A. Lacey 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Principal 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julia R. Franklin 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Julia R. Franklin 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	COMPASS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Determann 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Greg Determann 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Brooks 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	David Brooks 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Keith Buchanan 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	W. Keith Buchanan 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela McCracken 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Angela McCracken 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 





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	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tyler Faverbach 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Tyler Faverbach 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





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