exv10wxay






Exhibit 10 (a)




SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT 




     This Second Amendment to Sixth Amended and Restated Credit Agreement (this “Second
Amendment”) is entered into effective as of the 7th day of October, 2008 (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 (i)
increase the Total Commitment from $350,000,000 to $750,000,000 to be reflected in a new Schedule
2.1 to the Credit Agreement and (ii) amend certain other terms of the Credit Agreement in certain
respects as provided in this Second Amendment; and



     WHEREAS, Parent and Borrower have requested that The Bank of Nova Scotia, Keybank National
Association and U.S. Bank National Association (each of the foregoing financial institutions are
herein referred to as a “New Bank”) become new Banks under the Credit Agreement with
Commitments as shown on Schedule 2.1 to the Credit Agreement (as amended hereby); and



     WHEREAS, Borrower, as buyer, and Wapiti Energy, LLC, a Texas limited liability company, Wapiti
Operating, LLC, a Texas limited liability company and Wapiti Gathering, LLC a Texas limited
liability company (collectively, “Seller”), as seller, entered into that certain Purchase
and Sale Agreement dated as of August 19, 2008 (as amended from time to time, the “Conroe
Purchase Agreement”), pursuant to which Borrower has agreed to purchase, directly or
indirectly, from Seller certain oil and gas properties more particularly described therein (such
acquisition, the “Conroe Acquisition” and such properties, the “Conroe
Properties”); and



     WHEREAS, Borrower expects to structure the Conroe Acquisition to qualify for reverse like-kind
exchange treatment under Section 1031 of the Code and the regulations and revenue procedures
promulgated thereunder, including Rev. Proc. 2000-37; and



     WHEREAS, in furtherance of the reverse like-kind exchange, Borrower will assign the Conroe
Purchase Agreement to Denbury Conroe LLC, a Delaware limited liability company



1









 




(“Denbury Conroe”), that is not affiliated with Borrower, and will lend to Denbury
Conroe up to $600,000,000 from the proceeds of the Borrowings under the Credit Agreement (as
amended hereby) (the “Conroe Loan”); and




     WHEREAS, the Conroe Loan will be evidenced by a promissory note issued by Denbury Conroe in
favor of Borrower (the “Denbury Conroe Note”), which Denbury Conroe Note will be
subsequently collaterally assigned and pledged by Borrower to Administrative Agent, for the benefit
of itself, the Banks and their Affiliates for whom Obligations may be owed from time to time; and



     WHEREAS, the assignment of the Conroe Purchase Agreement to Denbury Conroe, the Conroe
Acquisition, the making of the Conroe Loan, the pledging of the Denbury Conroe Note to
Administrative Agent and all other transactions relating to or arising out of the foregoing are
collectively referred to herein as the “Conroe Transactions”; and



     WHEREAS, the Parent and the Borrower have requested that the Administrative Agent and the
Required Banks issue their consent to the Conroe Transactions and waive certain provisions of the
Credit Agreement with respect to the Conroe Transactions; 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 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 Deleted Definitions. Section 2.1 of the Credit Agreement shall be amended to
delete the definitions of “2005 Bond Exposure” and “Additional Permitted Revenue Bond
Exposure” in their entirety, and all references in the Credit Agreement to such terms are
deleted.



     1.2 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:




     “Barnett Shale Assets” means all of Borrower’s oil and
gas properties owned by Borrower on October 7, 2008 and located in
Parker, Wise, Tarrant and Johnson Counties, Texas.




     “Conroe Loan” has the meaning ascribed to such term in
the Second Amendment.




     “Net Proceeds” means, with respect to any event, (a)
the cash proceeds received in respect of such event including any
cash



2









 







received in respect of any non-cash proceeds (including any
cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but excluding any interest
payments), but only as and when received, net of (b) the sum of (i)
all reasonable fees and out-of-pocket expenses paid to third parties
(other than Affiliates) in connection with such event and (ii) the
amount of all taxes paid (or reasonably estimated to be payable)
during the year that such event occurred or the next succeeding year
and that are directly attributable to such event (as determined
reasonably and in good faith by a Financial Officer).




     “Prepayment Event” means, at any time the Obligations
are outstanding, any sale, transfer or other disposition of an asset
permitted by Section 10.5(e).




     “Second Amendment” means that certain Second Amendment
to Sixth Amended and Restated Credit Agreement dated as of October
7, 2008 among Borrower, Parent, Administrative Agent and Banks.




     “Senior Managing Agent” means Comerica Bank in its
capacity as Senior Managing Agent for Banks hereunder or any
successor thereto.




     “Additional Exchange Properties” means those certain
oil and gas properties (other than the Conroe Properties (as defined
in the Second Amendment)) that Borrower may contract for and acquire
(through a qualified intermediary) within 180 days of the
consummation of the sale of the Barnett Shale Assets utilizing the
proceeds from the disposition of the Barnett Shale Assets in excess
of those required to conclude the Conroe Transactions.



     1.3 Amendment to Definitions. The definitions of “Additional Permitted Revenue
Bonds”, “Agent”, “Applicable Margin”, “Commitment Fee Percentage”,
“Documentation Agent”, “Loan Papers”, “Obligations”, “Permitted
Investments”, “Permitted Subordinate Debt” and “Syndication Agent” contained in
Section 2.1 of the Credit Agreement shall be amended and restated to read in full as follows:




     “Additional Permitted Revenue Bonds” means, whether one
or more, Bond Issuer’s taxable industrial development revenue bonds
issued after the date hereof in connection with an Additional
Permitted Revenue Bond Transaction, which Additional Permitted
Revenue Bonds shall (a) be in a maximum aggregate principal amount
of not greater than $200,000,000, (b) bear interest at rates
identical to the interest rates set forth in this Agreement, (c)
have a maturity date that is two (2) years following the issuance
thereof,



3









 







and (d) provide that Bond Purchaser’s obligation to make
advances of the proceeds thereof shall expire two (2) years from the
date of issuance of such Additional Permitted Revenue Bonds.
Subject to the terms and conditions set forth in this Agreement,
upon the date of any issuance and subsequent purchase by Bond
Purchaser of any Additional Permitted Revenue Bonds pursuant to an
Additional Permitted Revenue Bond Transaction, Bond Purchaser shall
be deemed to have sold to each Bank, and each Bank shall be deemed
to have unconditionally and irrevocably purchased from Bond
Purchaser, a participation in such Additional Permitted Revenue
Bonds equal to such Bank’s Commitment Percentage of any such
Additional Permitted Revenue Bonds.




     “Agent” means Administrative Agent, each Syndication
Agent, each Documentation Agent, Senior Managing Agent, Sole Lead
Arranger or Book Manager, and “Agents” means Administrative
Agent, each Syndication Agent, each Documentation Agent, Senior
Managing Agent, Sole Lead Arranger and Book Manager, collectively.




     “Applicable Margin” means, on any date, with respect to
each Type of Loan, an amount determined by reference to the ratio of
Outstanding Credit to the Total Commitment on such date in
accordance with the table below:



	 	 	 	 	 	 	 	 	 
	Ratio of Outstanding	 	Applicable	 	Applicable
	Credit to Total	 	Margin for	 	Margin for Base
	Commitment	 	Eurodollar Loans	 	Rate Loans
	< .50 to 1

	 	 	1.250	%	 	 	0	%
	> .50 to 1 and < .75 to 1

	 	 	1.500	%	 	 	0.250	%
	> .75 to 1 and < .90 to 1

	 	 	1.750	%	 	 	0.500	%
	> .90 to 1

	 	 	2.000	%	 	 	0.750	%







     “Commitment Fee Percentage” means, on any date, the
percentage determined by reference to the ratio of Outstanding
Credit to the Total Commitment on such date in accordance with the
table below:



4









 





	 	 	 	 	 
	Ratio of Outstanding Credit	 	Commitment Fee
	to Total Commitment	 	Percentage
	< .50 to 1

	 	 	.300	%
	> .50 to 1 and < .75 to 1

	 	 	.300	%
	> .75 to 1 and < .90 to 1

	 	 	.375	%
	> .90 to 1

	 	 	.375	%







     “Documentation Agent” means Union Bank of California,
N.A. or Bank of America, N.A. in its capacity as Documentation Agent
for Banks hereunder or any successor thereto, and “Documentation
Agents” means Union Bank of California, N.A. and Bank of
America, N.A., collectively, in their capacities as Documentation
Agents for Banks hereunder.




     “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.




     “Obligations” means all present and future
indebtedness, obligations and liabilities, and all renewals and
extensions thereof, or any part thereof, of each Credit Party to
Administrative Agent or to any Bank or any Affiliate of any Bank
arising pursuant to (a) the Loan Papers, (b) pursuant to any Hedge
Agreement or Hedge Transaction entered into with any Bank or any
Affiliate of any Bank and (c) the Bond Documents and (d) each and
any of the following bank services provided by any Bank or any
Affiliate of any Bank to a Credit Party: (i) commercial credit
cards, (ii) stored value cards, (iii) treasury management services
(including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate
depository network services), and all interest accrued on any of the
indebtedness, obligations and liabilities arising pursuant to
clauses (a), (b), (c) and/or (d) above in this definition, and
costs, expenses, and attorneys’ fees incurred in the enforcement or
collection of any of the indebtedness, obligations and liabilities
arising pursuant to clauses (a), (b), (c) and/or (d) above in this
definition, regardless of



5









 







whether such indebtedness, obligations and liabilities are
direct, indirect, fixed, contingent, liquidated, unliquidated,
joint, several or joint and several.




     “Permitted Investments” means (a) readily marketable
direct obligations of the United States of America (or investments
in mutual funds or similar funds which invest solely in such
obligations), (b) demand or time deposit accounts, certificates of
deposit and money market deposits with maturities of one year or
less of any commercial bank operating in the United States having
capital and surplus in excess of $500,000,000, (c) commercial paper
of a domestic issuer if at the time of purchase such paper is rated
in one of the two highest ratings categories of Standard and Poor’s
Corporation or Moody’s Investors Service, (d) money market funds
that invest substantially all of their assets in securities of the
types described in clauses (a) through (c) above, (e) Investments by
any Credit Party in a Subsidiary of Parent that has provided a
Facility Guaranty and the Equity of which has been pledged to
Administrative Agent pursuant to a Parent Pledge Agreement or a
Subsidiary Pledge Agreement, and (f) other Investments;
provided, that, the aggregate amount of all other
Investments made pursuant to this clause (f) outstanding at any time
shall not exceed $10,000,000 (measured on a cost basis).




     “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) either
(A) subordinate unsecured Debt of up to $600,000,000 with an
interest rate no greater than 10.0% and a maturity date that is no
less than 7 years from the date such Debt is incurred or (B)
subordinate unsecured Debt of up to $600,000,000 with an interest
rate no greater than 9.0%, a maturity date that is no less than 5
years from the date such Debt is incurred and which is convertible
into Equity of Parent; provided that in each case such Debt issued
pursuant to this clause (iii) is issued on or prior to April 1,
2009.




     “Syndication Agent” means Wells Fargo Bank, N.A. or
Fortis Capital Corp., in its capacity as Syndication Agent for Banks
hereunder or any successor thereto, and “Syndication Agents”
means Wells Fargo Bank, N.A. and Fortis Capital Corp.,



6









 







collectively, in their capacities as Syndication Agents for
Banks hereunder.



     1.4 Amendment to Definition of Additional Permitted Revenue Bond Transaction. Clause
(b) of the definition of “Additional Permitted Revenue Bond Transaction” contained in
Section 2.1 of the Credit Agreement shall be amended and restated to read in full as follows:




	 	(b)	 	such transaction is on substantially similar
terms, and pursuant to substantially similar Additional
Permitted Revenue Bond Documents, as the transaction evidenced
by the 2005 Bond Offering and the Bond Documents executed and
delivered in connection therewith, which terms shall provide
that any obligation of Bond Purchaser to purchase Additional
Permitted Revenue Bonds shall be limited to the amount of
Borrowings that are then available under and in accordance with
the terms of this Agreement;





     1.5 Amendment to Letter of Credit Sublimit Provision. Clause (b)(i)(B) of Section 3.1
of the Credit Agreement is hereby amended to delete the reference to “ten percent (10%)” set forth
therein and to insert a reference to “five percent (5%)” in lieu thereof.



     1.6 Amendment to Mandatory Prepayments Provision. Section 3.6 of the Credit Agreement
is hereby deleted and replaced in its entirety with the following:




     Section 3.6 Mandatory Prepayments. Upon the occurrence
of any Borrowing Base Deficiency, Borrower shall make the mandatory
prepayments of the Revolving Loan required by Section 5.4
hereof. Additionally, if at any time the Outstanding Credit is in
excess of the Total Commitment (as used in this Section 3.6,
a “deficiency”), Borrower shall immediately make a principal
payment on the Revolving Loan sufficient to cause the principal
balance of the Revolving Loan then outstanding to be equal to or
less than the Total Commitment then in effect. If a deficiency
cannot be eliminated pursuant to this Section 3.6 by
prepayment of the Revolving Loan (as a result of outstanding Letter
of Credit Exposure), 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). In addition to the foregoing, in the event
and on each occasion that any Net Proceeds are received by or on
behalf of any Credit Party in respect of any Prepayment Event, the
Borrower shall, immediately after such Net Proceeds are received by
any Credit Party, prepay the Obligations in an aggregate amount
equal to 100% of such Net Proceeds; provided, that
so long as the Borrower intends that the Net Proceeds from such
Prepayment Event (or a portion thereof), are to be applied



7









 







within 180 days after such Prepayment Event, to acquire
Additional Exchange Properties to be used in the business of the
Borrower, and no Event of Default has occurred and is continuing,
then such immediate prepayment shall be limited to the outstanding
balance of the Conroe Loan, provided, further,
that to the extent any of such remaining Net Proceeds have
not been so applied by the end of such 180 day period, a prepayment
shall be required at such time in an amount equal to such Net
Proceeds that have not been so applied. There shall be no
corresponding reduction in the Borrowing Base or in the Total
Commitment as a result of a prepayment of the type described in the
immediately preceding sentence.



     1.7 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, with respect
to any disposition of the Barnett Shale Assets, Administrative Agent
shall have received certified copies of any and all documents
related to a like-kind exchange or reverse like-kind exchange
involving the Barnett Shale Assets under Section 1031 of the Code.
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



8









 







the Credit Party which is the direct parent of such issuer on
the Closing Date.



     1.8 Amendment to Agent Provision. Section 13.16 of the Credit Agreement is hereby
deleted and replaced in its entirety with the following:




     Section 13.16 Agents. None of the Banks identified in
this Agreement as a “Documentation Agent”, a “Syndication Agent”
and/or a “Senior Managing Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Banks as such. Without limiting
the foregoing, none of such Documentation Agents, Syndication Agents
or Senior Managing Agent shall have or be deemed to have a fiduciary
relationship with any Bank. Each Bank hereby makes the same
acknowledgments with respect to such Documentation Agents,
Syndication Agents and Senior Managing Agent as it makes with
respect to Administrative Agent in Section 13.11.



     1.9 Amendment to Expenses Provision. Clause (a) of Section 15.3 of the Credit
Agreement is hereby amended by deleting the reference therein to “(other than any Documentation
Agent or Syndication Agent)” and inserting “(other than any Documentation Agent, Syndication Agent
or Senior Managing Agent)” in lieu thereof.



     1.10 Amendment to Amendments and Waiver Provision. Section 15.5 of the Credit
Agreement is hereby amended by adding the following language at the beginning of such Section:



“Subject to the provisions of Section 15.10(f),”.



     In addition, the word “Any” immediately following such added language is hereby deleted and
replaced with “any”.



     1.11 Replacement of Schedule 2.1. Schedule 2.1 to the Credit Agreement shall be
replaced in its entirety with Schedule 2.1 to this Second Amendment and Schedule
2.1 hereto shall be deemed to be attached as Schedule 2.1 to the Credit Agreement.



     1.12 Borrowing Base. Effective as of the Effective Date, the Borrowing Base shall be
reaffirmed at $1,000,000,000. Notwithstanding anything to the contrary contained in the Credit
Agreement, the Borrowing Base shall remain at $1,000,000,000 until the Scheduled Redetermination
scheduled for April 1, 2009, unless there is a Special Redetermination prior to such time. There
shall be no Scheduled Redetermination of the Borrowing Base on or about October 1, 2008. Borrower
and Banks agree that the Redetermination provided for in this Section 1.8 shall not be
construed or deemed to be a Special Determination for the purposes of Section 5.3 of the Credit
Agreement.



     1.13 Joinder. Each New Bank hereby joins in, becomes a party to, and agrees to comply
with and be bound by the terms and conditions of the Credit Agreement as a Bank thereunder and
under each and every other Loan Paper to which any Bank is required to be



9









 







bound by the Credit Agreement, to the same extent as if such New Bank were an original
signatory thereto. Each New Bank hereby appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are
delegated to each such Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto.


Section 2. Eurodollar Loans. Notwithstanding anything to the contrary set forth in the
Credit Agreement, Borrower agrees that, during the period from the Effective Date through and
including the date that is thirty (30) days following the Effective Date, all Borrowings made
during such 30-day period shall be Base Rate Borrowings and the Banks shall be under no obligation
to make additional Eurodollar Loans, to Continue Eurodollar Loans or Convert Revolving Loans of any
other Type into Eurodollar Loans. Borrower shall, during such 30-day period, on the last day(s) of
the then current Interest Period(s) for the outstanding Eurodollar Loans, either prepay such
Eurodollar Loans or Convert such Eurodollar Loans into another Type of Revolving Loan in accordance
with the terms of the Credit Agreement.



Section 3. 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 Sections 3 and 5 hereof, Required Banks consent
to Borrower’s consummation of the Conroe Transactions, and waive compliance by Borrower and Parent
with each provision of the Credit Agreement and the other Loan Papers including, without
limitation, Section 10.8 of the Credit Agreement, to the extent, but only to the extent, that the
Conroe Transactions (or any term contained in the documents governing and evidencing the Conroe
Transactions) violate such provisions or result in a Default or Event of Default under the Credit
Agreement or the other Loan Papers.



Section 4. Conditions Precedent to Amendment, Consent and Waiver. The amendments contained
in Section 1 hereof and the Consent and Waiver contained in Section 3 hereof are
subject to the satisfaction of each of the following conditions precedent:




     4.1 Counterparts. The Administrative Agent shall have received counterparts hereof
duly executed by the Borrower, Parent, Required Banks, each New Bank and each Bank whose Commitment
is increasing hereunder (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).



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



     4.3 Notes. Each Bank that is a New Bank or whose Commitment is increasing hereunder
shall have received a duly completed and executed Note, payable to the order of such Bank.



     4.4 Legal Opinion. An opinion of Baker & Hostetler LLP, special counsel for the
Credit Parties, dated the Effective Date, favorably opining as to the enforceability of this Second



10









 







Amendment and covering such other matters relating to the Credit Parties and the Loan Papers
as the Administrative Agent shall reasonably request.



     4.5 Organizational Documents and Certificates. The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing in its jurisdiction of
organization of each of the Credit Parties, the authorization of the execution of this Second
Amendment and any other legal matters relating to the Borrower, the other Credit Parties, the
Credit Agreement or this Second Amendment, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.



     4.6 Break Funding Payments. If, on the Effective Date, any Eurodollar Loans are
outstanding and if the Effective Date is not the last day of the Interest Period(s) in respect of
such Eurodollar Loans, the Borrower shall have paid any compensation required under Section 14.5 of
the Credit Agreement.



     4.7 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.



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



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


Section 5. Conditions Precedent to Consent and Waiver. The consent and waiver contained in
Section 3 hereof are subject to Administrative Agent having received, prior to or
contemporaneously with the closing of the Conroe Transactions, from Borrower (a) a security
agreement duly executed by the Borrower, in form and substance reasonably satisfactory to
Administrative Agent, pursuant to which Borrower collaterally assigns and grants a security
interest in the Denbury Conroe Note to Administrative Agent, for its benefit and on behalf the
Banks and their Affiliates for whom Obligations may be owed from time to time, (b) the original
Denbury Conroe Note, duly endorsed by Borrower in favor of the Administrative Agent, (c) a true and
complete copy of the fully-executed Conroe Purchase Agreement, together with any disclosure
schedules delivered pursuant thereto, and (d) true and complete copies of the Exchange
Accommodation Titleholder documents relating to the Conroe Transactions.



Section 6. 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:




     6.1 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.



11









 





     6.2 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
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.



     6.3 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.


Section 7. Representations and Warranties of New Banks. Each New Bank (a) represents and
warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become
a Bank under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Bank thereunder, (iii) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 9.1 thereof, as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Second Amendment and to
become a Bank on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Bank, and (iv) attached hereto is any
U.S. Internal Revenue Service or other documentation required to be delivered by it pursuant to
Section 14.6 of the Credit Agreement, duly completed and executed by the New Bank; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent or any other Bank,
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Papers, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan
Papers are required to be performed by it as a Bank.



Section 8. Miscellaneous.




     8.1 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.



     8.2 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.



     8.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and
expenses of counsel to Administrative Agent incurred by Administrative Agent in



12









 







connection with the preparation, negotiation and execution of this Second Amendment and all
related documents.



     8.4 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, Required Banks, each New Bank and each Bank whose Commitment is
increasing hereunder have executed a counterpart. Facsimiles shall be effective as originals.



     8.5 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.



     8.6 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.



     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]




13









 





SIGNATURE PAGE TO

SECOND 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 	 
	 


[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH 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
 	 
	 	 	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 	 
	 


[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	DENBURY GATHERING & MARKETING, INC.,

a Delaware corporation

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

Chief Financial Officer 	 
	 


[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	ADMINISTRATIVE AGENT/BANK:



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Bank

 	 
	 	By:  	                    /s/ Brian Orlando
 	 
	 	 	Brian Orlando 	 
	 	 	Vice President 	 
	 


[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Montgomery	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Montgomery	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rebecca L. Wilson
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Rebecca L. Wilson	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Brendel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Timothy Brendel	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jarrod Bourgeois	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jarrod Bourgeois	 	 
	 

	 	Title:
	 	Vice President	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Hoffman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen J. Hoffman	 	 
	 

	 	Title:
	 	Managing Director	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	COMPASS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Determann	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Greg Determann	 	 
	 

	 	Title:
	 	Vice President	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom K. Martin
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Tom K. Martin	 	 
	 

	 	Title:
	 	Vice President	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David G. Mills	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David G. Mills	 	 
	 

	 	Title:
	 	Director	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd Coker
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd Coker	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 





[Signature Page]






 









 








SIGNATURE PAGE TO

SECOND AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	BANKS:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark E. Thompson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mark E. Thompson	 	 
	 

	 	Title:
	 	Senior Vice President	 	 





[Signature Page]





 









 








SCHEDULE 2.1




FINANCIAL INSTITUTIONS




	 	 	 	 	 	 	 	 	 
	 	 	Commitment	 	Commitment
	Banks	 	Amount	 	Percentage
	JPMorgan Chase Bank, N.A.
	 	$	100,000,000.00	 	 	 	13.333333	%
	Fortis Capital Corp.
	 	$	100,000,000.00	 	 	 	13.333333	%
	Bank of America, N.A.
	 	$	100,000,000.00	 	 	 	13.333333	%
	Wells Fargo Bank, N.A.
	 	$	100,000,000.00	 	 	 	13.333333	%
	Union Bank of California, N.A.
	 	$	75,000,000.00	 	 	 	10.000000	%
	Comerica Bank
	 	$	50,000,000.00	 	 	 	6.666667	%
	Keybank National Association
	 	$	50,000,000.00	 	 	 	6.666667	%
	U.S. Bank National Association
	 	$	40,000,000.00	 	 	 	5.333333	%
	Calyon New York Branch
	 	$	35,000,000.00	 	 	 	4.666667	%
	Bank of Scotland
	 	$	35,000,000.00	 	 	 	4.666667	%
	Compass Bank
	 	$	35,000,000.00	 	 	 	4.666667	%
	The Bank of Nova Scotia
	 	$	30,000,000.00	 	 	 	4.000000	%
	Totals:
	 	$	750,000,000.00	 	 	 	100.000000	%






 









 






SCHEDULE 2.1




FINANCIAL INSTITUTIONS




	 	 	 	 	 	 	 
	Banks	 	Domestic Lending Office	 	Eurodollar Lending Office	 	Address for Notice
	JPMorgan Chase Bank, NA

	 	10 S. Dearborn 19th Floor
	 	10 S. Dearborn 19th Floor
	 	2200 Ross Avenue, 3rd Floor
	 

	 	Mail Code — IL1-0010
	 	Mail Code — IL1-0010
	 	Mail Code: TX1-2911
	 

	 	Chicago, Illinois 60603
	 	Chicago, Illinois 60603
	 	Dallas, Texas 75201
	 

	 	Attn : Cely T. Navarro
	 	Attn : Cely T. Navarro
	 	Attn: Wm. Mark Cranmer
	 

	 	Tel. No. (312) 385-7058
	 	Tel. No. (312) 385-7058
	 	Tel. No. (214) 965-3225
	 

	 	Fax No. (312) 385-7107
	 	Fax No. (312) 385-7107
	 	Fax No. (214) 965-3280
	 
	 	 	 	 	 	 
	Fortis Capital Corp.

	 	Three Stamford Plaza
	 	Three Stamford Plaza
	 	15455 North Dallas Parkway
	 

	 	301 Tressa Blvd.
	 	301 Tressa Blvd.
	 	Suite 1400
	 

	 	Stamford, Connecticut 06901
	 	Stamford, Connecticut 06901
	 	Addison, Texas 75001
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	901 Main Street, 67th Floor
	 	901 Main Street, 67th Floor
	 	901 Main Street, 67th Floor
	 

	 	Dallas, Texas 75202
	 	Dallas, Texas 75202
	 	Dallas, Texas 75202
	 
	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	1740 Broadway
	 	1740 Broadway
	 	1445 Ross Avenue, Suite 2360
	 

	 	MAC# C7300-034
	 	MAC# C7300-034
	 	MAC# T5303-233
	 

	 	Denver, Colorado 80274
	 	Denver, Colorado 80274
	 	Dallas, Texas 75202
	 
	 	 	 	 	 	 
	Union Bank of California, N.A.

	 	1980 Saturn Street, V03-251
	 	1980 Saturn Street, V03-251
	 	500 North Akard, Suite 4200
	 

	 	Monterey Park, California 91755
	 	Monterey Park, California 91755
	 	Dallas, Texas 75201
	 
	Comerica Bank

	 	39200 West 6 Mile Road
	 	39200 West 6 Mile Road
	 	Comerica Bank Tower
	 

	 	Lavonia, Michigan 48152
	 	Lavonia, Michigan 48152
	 	1717 Main Street, 4th Floor, MC6593
	 

	 	 	 	 	 	Dallas, Texas 75201
	 
	 	 	 	 	 	 
	Keybank National Association
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	U.S. Bank National Association
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Calyon New York Branch

	 	1301 Avenue of the Americas
	 	1301 Avenue of the Americas
	 	1000 Louisiana, Suite 5360
	 

	 	New York, New York 10019
	 	New York, New York 10019
	 	Houston, Texas 77002
	 
	 	 	 	 	 	 
	Bank of Scotland

	 	565 Fifth Avenue, 5th Floor
	 	565 Fifth Avenue, 5th Floor
	 	565 Fifth Avenue, 5th Floor
	 

	 	New York, New York 10017
	 	New York, New York 10017
	 	New York, New York 10017
	 
	 	 	 	 	 	 
	Compass Bank

	 	24 Greenway Plaza, Suite 1400A
	 	24 Greenway Plaza, Suite 1400A
	 	24 Greenway Plaza, Suite 1400A
Houston, Texas 77046
	 

	 	Houston, Texas 77046
	 	Houston, Texas 77046
	 	 
	 
	 	 	 	 	 	 
	The Bank of Nova Scotia
	 	 	 	 	 	 






Administrative Agent — Address:

2200 Ross Avenue, 3rd Floor

Mail Code: TX1-2911

Dallas, Texas 75201

Tel No. (214) 965-3225

Fax No. (214) 965-3280