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EXHIBIT 10(d)




SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




     This Second Amendment to Fifth Amended and Restated Credit Agreement (this “Second
Amendment”) is entered into effective as of the 1st day of December, 2005 (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 Fifth Amended and Restated Credit Agreement dated as of September 1,
2004 (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 advised Administrative Agent and Banks that Parent or
Borrower intends to issue senior subordinated notes in an aggregate outstanding principal amount of
not greater than $150,000,000 (the “Permitted Bond Debt”), the proceeds of which will be
utilized to finance the acquisition of certain Mineral Interests (the “Permitted Debt
Offering”); and



     WHEREAS, Parent and Borrower have requested that Banks (a) amend certain terms of the Credit
Agreement in certain respects, and (b) consent to the Permitted Debt Offering as more particularly
described herein; 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 each Bank hereby
agree as follows:


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 3 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:



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     “Permitted Bond Debt” means Debt of any Credit Party
resulting from the single issue of such Credit Party’s senior
subordinated notes in an aggregate outstanding principal amount of
not greater than $150,000,000, and which Debt (a) has a coupon or
interest rate not in excess of nine percent (9%) per annum, (b)
shall not mature sooner than the date which is one year following
the earlier of (i) the Termination Date, and (ii) the date on which
there are no Revolving Loans, Letter of Credit Exposure or other
Obligations hereunder outstanding and all of the Commitments are
terminated, (c) is not secured by any assets or properties of the
Credit Parties, (d) does not provide for or otherwise require any
amortization prior to scheduled maturity, and (e) is evidenced and
governed by an indenture and related documentation containing
customary terms and conditions, including, without limitation,
covenants and events of default, for senior subordinated notes of
like tenor and amount, each of which shall be satisfactory to
Administrative Agent in its sole reasonable discretion.




     “Permitted Debt” means, collectively, the Permitted
Bond Debt and the Permitted Subordinate Debt.




     “Permitted Debt Documents” means, collectively, the
indenture, senior subordinated notes, all guarantees of any such
notes, and all other agreements, documents or instruments executed
and delivered by any Credit Party in connection with, or pursuant
to, the issuance of Permitted Bond Debt.




     “Second Amendment” means that certain Second Amendment
to Fifth Amended and Restated Credit Agreement dated as of December
1, 2005 among Borrower, Parent, Administrative Agent and Banks.



     1.2 Amendment to Definitions. The definitions of “Change of Control,”
“Loan Papers” and “Restricted Payment” contained in Section 2.1 of the Credit
Agreement shall be amended and restated to read in full as follows:




     “Change of Control” means the occurrence of any of the
following, whether voluntary or involuntary, including by operation
of law: (a) any Credit Party (other than Parent) shall cease to be a
wholly owned direct or indirect Subsidiary of Parent, (b) for any
reason, any Person or group (as defined in Section 13(d)(3) or
14(d)(2) of the Exchange Act) shall become (i) the
direct or indirect beneficial owner (as defined in Rule 13(d)(3) of
the Exchange Act) of greater than thirty percent (30%) of the total
voting power of all classes of capital stock then outstanding of
Parent entitled (without regard to the occurrence of any
contingency) to vote in elections of directors of Parent, and (ii)
the



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largest shareholder of the total voting power of all classes of
capital stock then outstanding of Parent entitled (without regard to
the occurrence of any contingency) to vote in elections of directors
of Parent, or (c) a “change of control,” “change in control” or
similar event as defined in any Permitted Debt Document, but only to
the extent the occurrence of any such event gives rise to an
obligation of any Credit Party to redeem, repay or repurchase, or
otherwise offer to redeem, repay or repurchase, all or any portion
of the Permitted Bond Debt.




     “Loan Papers” means this Agreement, the First
Amendment, the Second 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.




     “Restricted Payment” means, with respect to any Person,
(a) any Distribution by such Person, (b) any capital contribution,
loan or advance by any Credit Party to any Unrestricted Subsidiary,
(c) the issuance of a Guarantee by any Credit Party with respect to
any Debt or other obligation of any Unrestricted Subsidiary, (d) the
retirement, redemption, defeasance, repurchase or prepayment prior
to scheduled maturity by such Person or any Affiliate of such Person
of any Debt of such Person, or (e) except as otherwise approved by
Required Banks, the retirement, redemption or payment by Parent,
Borrower or any affiliate of Parent of any part of the principal of
the Permitted Debt at any time prior to the termination of all
Commitments and the payment and performance in full of the
Obligations.



     1.3 Representation as to Contravention. Section 8.2 of the Credit Agreement shall be
amended and restated to read in full as follows:




“Section 8.2 Credit Party and Governmental Authorization;
Contravention. The execution, delivery and performance of this
Agreement and the other Loan Papers by each Credit Party (to the
extent each Credit Party is a party to this Agreement and such Loan
Papers) are within such Credit Party’s corporate, partnership or
limited liability company powers (as applicable), when executed will
be duly authorized by all necessary corporate, partnership or
limited liability company action (as applicable), require no action



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by or in respect of, or filing with, any Governmental Authority
(including, without limitation, Bond Issuer) and do not contravene,
or constitute a default under, any provision of applicable Law
(including, without limitation, the Margin Regulations) or of the
articles or certificate of incorporation, bylaws, regulations,
partnership agreement or comparable charter documents of any Credit
Party or of any agreement, judgment, injunction, order, decree or
other instrument (including, without limitation, the Bond Documents
and the Permitted Debt Documents) binding upon any Credit Party or
result in the creation or imposition of any Lien on any asset of any
Credit Party other than the Liens securing the Obligations.”



     1.4 Compliance with Documents Covenant. Section 9.8 of the Credit Agreement shall be
amended to read in full as follows:




“Section 9.8 Compliance with Laws and Documents. Parent and
Borrower will, and will cause each other Credit Party to, comply
with (a) all Laws, their respective certificates (or articles) of
incorporation, bylaws, regulations and similar organizational
documents and all Material Agreements to which any Credit Party is a
party, if a violation, alone or when combined with all other such
violations, could have a Material Adverse Effect, (b) all Bond
Documents to which any Credit Party is a party, and (c) all
Permitted Debt Documents to which any Credit Party is a party.”



     1.5 Additional Affirmative Covenant. Article IX of the Credit Agreement shall be
amended to include a new Section 9.14 which shall read in full as follows:




“Section 9.14 Permitted Debt Documents. Parent and Borrower
will promptly upon the effectiveness or issuance of any Permitted
Bond Debt, provide to Administrative Agent a true, correct and
complete copy of the indenture and related notes and guarantees
executed and delivered in connection with the issuance of any such
Permitted Bond Debt, together with any other Permitted Debt Document
requested by Administrative Agent.”



     1.6 Covenant. Section 10.1 of the Credit Agreement shall be amended to read in full
as follows:




“Section 10.1 Incurrence of Debt. Parent and Borrower will
not, nor will Parent and/or Borrower permit any other Credit Party
to, incur, become or remain liable for any Debt; provided,
that (a) Borrower may incur, become or remain liable for (i)
the Obligations, (ii) without duplication, Debt evidenced by the
Bond Loan Agreement, (iii) Permitted Debt, (iv) Debt described in
clause (f) of the definition thereof in connection with any



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Permitted Genesis VPP Transaction, and (v) other unsecured Debt in
an aggregate amount outstanding at any time not to exceed
$10,000,000, (b) Parent may incur, assume, become and/or remain
liable for Permitted Debt, and (c) Parent or any Restricted
Subsidiary may incur, become and remain liable for Permitted Debt as
a guarantor; provided, that (i) such Guarantees of
Permitted Debt shall be subordinated to the Obligations pursuant to
subordination provisions approved by Required Banks, such approval
to not be unreasonably withheld, and (ii) prior to the execution and
delivery by any Restricted Subsidiary of any Guaranty of Permitted
Debt, such Restricted Subsidiary shall have executed and delivered
to Administrative Agent for the ratable benefit of Banks a Facility
Guaranty, and all the Equity of such Restricted Subsidiary owned by
any Credit Party shall have been pledged to Administrative Agent
pursuant to a Parent Pledge Agreement or a Subsidiary Pledge
Agreement.”



     1.7 Additional Negative Covenant. Article X of the Credit Agreement shall be amended
to include a new Section 10.18 which shall read in full as follows:




“Section 10.18 Permitted Debt Documents. Parent and
Borrower will not, nor will Parent and Borrower permit any other
Credit Party to:




     (a) amend, modify or waive any covenant in any of the Permitted
Debt Documents if the effect of such amendment, modification or
waiver would be to make the terms of any such Permitted Debt
Document materially more onerous to any Credit Party;




     (b) amend, modify or waive any provision of any Permitted Debt
Document if the effect of such amendment, modification or waiver (i)
subjects a Credit Party to any additional
material obligation, (ii) increases the principal of any
Permitted Bond Debt or increases the rate of interest on any note
evidencing any Permitted Bond Debt to a rate in excess of nine
percent (9%), (iii) accelerates the date fixed for any payment of
principal or interest on any note evidencing any Permitted Bond Debt
to a date sooner than the date which is one year following the
earlier of (A) the Termination Date, and (B) the date on which there
are no Revolving Loans, Letter of Credit Exposure or other
Obligations hereunder outstanding and all of the Commitments are
terminated, or (iv) would change the percentage of holders of such
notes evidencing any Permitted Bond Debt required for any such
amendment, modification or waiver from the percentage required on
the date of issuance of any such notes evidencing any Permitted Bond
Debt; or



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     (c) make any payment of principal of, make any voluntary
prepayment of, or optionally redeem, or make any payment in
defeasance of, all or any portion of any Permitted Bond Debt.”


Section 2. Consent and 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 3 hereof, Banks hereby (a) consent to (i) the
consummation of the Permitted Debt Offering in accordance with the terms of the Permitted Debt
Documents (as defined in the Credit Agreement, as amended hereby), and (ii) the execution and
delivery by Borrower of the Permitted Debt Documents to which it is a party, and the performance of
its obligations and the exercise of its rights under and pursuant thereto, and (b) waive compliance
by Borrower with each provision of the Credit Agreement and the other Loan Papers to the extent,
but only to the extent, that the consummation of the Permitted Debt Offering and the execution and
delivery of the Permitted Debt Documents by Borrower, and the performance of its obligations and
the exercise of its rights under and pursuant thereto, violate such provisions or result in a
Default or Event of Default under the Credit Agreement or the other Loan Papers. The consent and
waiver herein contained are expressly limited as follows: (i) such consent and waiver are limited
solely to (as applicable) the consummation of the Permitted Debt Offering in accordance with the
terms of the Permitted Debt Documents approved by Administrative Agent, and (ii) such consent and
waiver are each a limited, one-time consent and waiver, and nothing contained herein shall obligate
Banks to grant any additional or future consent or waiver with respect to, or in connection with,
any provision of any Loan Paper.



Section 3. Conditions Precedent. The amendments contained in Section 1
hereof, and the consent and waiver contained in Section 2 hereof, are subject to the
satisfaction of each of the following conditions precedent:




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



     3.2 Other Documents. Administrative Agent shall have been provided with such other
documents, instruments and agreements, and Parent and Borrower shall have taken such actions, as
Administrative Agent may reasonably require in connection with this Second Amendment and the
transactions contemplated hereby.


Section 4. Representations and Warranties. To induce Banks and Administrative Agent
to enter into this Second Amendment, Parent and Borrower hereby jointly and severally represent and
warrant to Banks and Administrative Agent as follows:




     4.1 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 on the date hereof and will be true and correct after giving effect to the amendments
set forth in Section 1 hereof.



     4.2 Due Authorization; No Conflict. The execution, delivery and performance by Parent
and Borrower of this Second Amendment are within Parent’s and Borrower’s corporate or



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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
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.



     4.3 Validity and Enforceability. This Second 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.



     4.4 No Default or Event of Default. No Default or Event of Default has occurred which
is continuing.


Section 5. Miscellaneous.




     5.1 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.



     5.2 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.



     5.3 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.



     5.4 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 Second
Amendment until Parent, Borrower and Required Banks have executed a counterpart. Facsimiles shall
be effective as originals.



     5.5 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.



     5.6 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.



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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.



[Signature Pages to Follow]




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SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH 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 	 
	 



[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT





     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/ Phil Rykhoek
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Phil Rykhoek

Senior Vice President and

Chief Financial Officer
	 
	 	 	 	 
	 	 	DENBURY OPERATING COMPANY,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Phil Rykhoek
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Phil Rykhoek

Senior Vice President and

Chief Financial Officer
	 
	 	 	 	 
	 	 	TUSCALOOSA ROYALTY FUND LLC,

a Mississippi limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Phil Rykhoek
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Phil Rykhoek

Senior Vice President and

Chief Financial Officer
	 
	 	 	 	 
	 	 	DENBURY GATHERING
&

 MARKETING, INC.


a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Phil Rykhoek
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Phil Rykhoek

Senior Vice President and

Chief Financial Officer






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Scott Fowler
	 

	 	 	 	 
	 

	 	 	 	J. Scott Fowler,

Vice President
	 
	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Scott Fowler
	 

	 	 	 	 
	 

	 	 	 	J. Scott Fowler,

Vice President






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	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]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	CALYON NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bertrand Cord’homme
	 

	 	 	 	 
	 

	 	Name:
	 	Bertrand Cord’homme
	 

	 	Title:
	 	Director






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Willis
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Willis
	 

	 	Title:
	 	Vice President






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter Sefzik
	 

	 	 	 	 
	 

	 	Name:
	 	Peter Sefzik
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alison Fuqua
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Alison Fuqua

Investment Banking Officer






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Reed V. Thompson
	 

	 	 	 	 
	 

	 	Name:
	 	Reed V. Thompson
	 

	 	Title:
	 	Vice President






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Rathkamp
	 

	 	 	 	 
	 

	 	Name:
	 	Jeffrey Rathkamp
	 

	 	Title:
	 	Principal






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	BANK OF SCOTLAND
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Karen Welch
	 

	 	 	 	 
	 

	 	Name:
	 	Karen Welch
	 

	 	Title:
	 	Assistant Vice President






[Signature Page]




 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO FIFTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	COMPASS BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dorothy Marchand
	 

	 	 	 	 
	 

	 	Name:
	 	Dorothy Marchand
	 

	 	Title:
	 	Senior Vice President






[Signature Page]