exv10we






Exhibit 10 (e)




FOURTH AMENDMENT TO CREDIT AGREEMENT




     This Fourth Amendment to Credit Agreement (this “Fourth Amendment”) is entered into as
of February 1, 2011, by and among Denbury Resources Inc., a Delaware corporation
(“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative
Agent”), and the financial institutions parties hereto as Banks (collectively, “Banks”,
and each individually, a “Bank”).



WITNESSETH




     WHEREAS, Borrower, Administrative Agent, the other agents party thereto and Banks are parties
to that certain Credit Agreement dated as of March 9, 2010 (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, including, to the
extent applicable, after giving effect to the amendments set forth in Section 1 and
Section 2 of this Fourth Amendment);



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



     WHEREAS, Borrower has advised Administrative Agent and Banks that Borrower intends to
refinance its Permitted Subordinated Debt consisting of its $225,000,000 7.5% Senior Subordinated
Notes Due 2013 and its $300,000,000 7.5% Senior Subordinate Notes Due 2015 during the first Fiscal
Quarter of 2011;



     WHEREAS, Borrower has requested that Banks amend the Credit Agreement to permit it to
refinance any and all of its Permitted Subordinated Debt from time to time and to make certain
other changes to the Credit Agreement, in each case as more specifically described herein; and



     WHEREAS, subject to and upon the terms and conditions set forth herein, Banks have agreed to
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, Borrower, Administrative Agent and Banks hereby agree as
follows:


Section 1. Fourth Amendment Effective Date Amendments. In reliance on the representations,
warranties, covenants and agreements contained in this Fourth 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 Fourth Amendment Effective Date (defined below) in
the manner provided in this Section 1.




     1.1 Additional Definitions. Section 1.1 of the Credit Agreement shall be amended to
add thereto in alphabetical order the following definitions of “Fourth Amendment”,
“Fourth Amendment Effective Date” and “Refinancing Debt” which shall read in full
as follows:



 









 






     “Fourth Amendment” means that certain Fourth Amendment to Credit
Agreement dated as of February 1, 2011 among Borrower, Administrative Agent and
Banks party thereto.




     “Fourth Amendment Effective Date” has the meaning given to such term
in the Fourth Amendment.




     “Refinancing Debt” means Additional Permitted Subordinate Debt issued
after the Fourth Amendment Effective Date which represents a refinancing or
replacement of Permitted Subordinated Debt (including any future refinancing or
replacement thereof permitted hereunder and regardless of whether such Debt is
incurred contemporaneously with the repayment of such Debt being refinanced or
replaced); provided, that (i) such Debt bears no greater than a market interest
rate as of the time of its issuance (as determined in good faith by Borrower), (ii)
any Liens securing such Debt are not extended to any additional property of any
Credit Party, (iii) no Credit Party that is not obligated with respect to repayment
of such Debt prior to such refinancing or replacement is required to become
obligated with respect thereto, except in accordance with the terms of the
documentation relating to such Debt being refinanced or replaced as in effect prior
to the such refinancing or replacement, (iv) such refinancing or replacement does
not result in a shortening of the average weighted maturity of such Debt so
refinanced or replaced, and such refinancing or replacement does not result in any
principal amount owing becoming due earlier than the date that is one year
following the Termination Date, (v) the terms of any such refinancing or
replacement are not less favorable to the obligor thereunder than the terms of the
Debt being refinanced or replaced, (vi) the terms and conditions of such Debt must
include subordination terms and conditions that are at least as favorable to
Administrative Agent and Banks as those that were applicable to the Debt being
refinanced or replaced, and (vii) at the time of such refinancing or replacement
(1) no Default or Borrowing Base Deficiency exists on the date of any such
refinancing (both prior to and after giving effect to any Restricted Payments being
made in connection with such refinancing or replacement, if any), and (2) no
Default or Borrowing Base Deficiency would result therefrom.



     1.2 Amendment to Definitions. The definitions of “Loan Papers”,
“Permitted Subordinate Debt” and “Permitted Subordinate Debt Documents” contained
in Section 1.1 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 Fourth Amendment, the Notes, each Facility
Guarantee which may now or hereafter be executed, each Borrower Pledge Agreement
which may now or hereafter be executed, each Subsidiary Pledge Agreement which may
now or hereafter be executed, all Mortgages now or at any time hereafter delivered
pursuant to Section 5.1, and all other certificates, documents or
instruments delivered in connection with this Agreement, as the foregoing may be
amended from time to time.



2









 






     “Permitted Subordinate Debt” means, collectively, (a) Debt of Borrower
resulting from the issue of the Onshore Senior Subordinated Notes, (b) Debt of
Borrower resulting from the issue of Borrower’s $300,000,000 7.5% Senior
Subordinated Notes Due 2015, (c) Debt of Borrower resulting from the issue of
Borrower’s $426,350,000 9.75% Senior Subordinated Notes Due 2016, (d) the Encore
Permitted Subordinate Debt, (e) the 2010 Senior Subordinated Notes Debt, and (f)
Debt of any Credit Party resulting from the issuance or incurrence of any
Additional Permitted Subordinate Debt (other than Refinancing Debt).




     “Permitted Subordinate Debt Documents” means, collectively, senior
subordinated notes, all guarantees of any such notes, the indentures for each
series or issue 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 Subordinate Debt or Refinancing Debt.
Permitted Subordinate Debt Documents expressly include Encore Permitted Subordinate
Debt Documents.



     1.3 Amendment to Section 2.13 of the Credit Agreement. Section 2.13 of the Credit
Agreement shall be amended and restated in its entirety as follows:




     “Section 2.13 Automatic Reduction of Borrowing Base. Simultaneously
with the issuance or incurrence by any Credit Party of any Additional Permitted
Subordinate Debt (other than Refinancing Debt) in accordance with Section
9.1(a)(ii)(A), the Borrowing Base shall be automatically reduced, without the
need for any additional approval by Administrative Agent or Banks, by an amount
equal to twenty-five percent (25%) of the principal amount of such Additional
Permitted Subordinate Debt (other than Refinancing Debt) issued or incurred;
provided, that Borrower shall notify Administrative Agent at least
five (5) Domestic Business Days in advance of any such issuance or incurrence of
Additional Permitted Subordinate Debt (other than Refinancing Debt). Promptly
following any such reduction in the Borrowing Base, Administrative Agent shall
notify Borrower and Banks of the amount of the Borrowing Base as reduced, which
Borrowing Base shall remain in effect for all purposes of this Agreement until the
next Redetermination of the Borrowing Base in accordance with Article IV or
any additional reduction of the Borrowing Base in accordance with this Section
2.13.”



     1.4 Amendment to Section 9.1 of the Credit Agreement. Clauses (a), (d) and (e) of
Section 9.1 of the Credit Agreement shall be amended to read in full as follows:




     “(a) Borrower may incur, become or remain liable for:




     (i) the Obligations;




     (ii) Permitted Subordinate Debt; provided, that:




          (A) Additional Permitted Subordinate Debt (other than Refinancing Debt)
may not exceed an aggregate principal amount



3









 







outstanding at any one time of $300,000,000, and contemporaneously with
any issuance or incurrence thereof (1) the Borrowing Base shall be
automatically reduced pursuant to and in accordance with Section 2.13
and (2) Borrower shall make any mandatory prepayment required by with
Section 2.6(b), if applicable;




          (B) the sum of the 2010 Senior Subordinated Notes Debt and the Encore
Permitted Subordinate Debt outstanding at any time after the Encore Notes
Outside Redemption Date may not exceed an aggregate principal amount of
$1,250,000,000; and




          (C) the Encore Permitted Subordinate Debt outstanding under the
issuances of Debt described in clauses (a), (b) and
(d) of the definition of “Encore Senior Subordinated Notes” at any
time after the Fourth Amendment Effective Date may not exceed an aggregate
principal amount of $5,000,000;




     (iii) other unsecured Debt in an aggregate amount outstanding at any time not
to exceed $40,000,000;”




     “(d) Borrower or Onshore, as the case may be without duplication, may incur,
become or remain liable for Refinancing Debt; provided, that;




     (i) (A) the sum of the aggregate principal amount of Refinancing Debt
plus the Permitted Subordinate Debt (other than Additional Permitted
Subordinate Debt) outstanding at any time after the Fourth Amendment
Effective Date may not exceed (B) the sum of the aggregate principal amount
of Permitted Subordinate Debt outstanding on the Fourth Amendment Effective
Date plus any customary out-of-pocket costs, fees and expenses
reasonably incurred by Borrower or Onshore, as applicable, in connection
with the issuance of Refinancing Debt plus accrued and unpaid
interest on Debt being refinanced and paid in connection with any issuance
of Refinancing Debt; and




     (ii) (A) the sum of the aggregate principal amount of Refinancing Debt
plus the Permitted Subordinate Debt outstanding at any time after
the Fourth Amendment Effective Date may not exceed (B) the sum of the
aggregate principal amount of Permitted Subordinate Debt outstanding on the
Fourth Amendment Effective Date plus any customary out-of-pocket
costs, fees and expenses reasonably incurred by Borrower or Onshore, as
applicable, in connection with the issuance of Refinancing Debt plus
accrued and unpaid interest on Debt being refinanced and paid in connection
with any issuance of Refinancing Debt plus $300,000,000;”




     “(e) Borrower or any Restricted Subsidiary may incur, become and remain liable
for Permitted Subordinate Debt or Refinancing Debt as a guarantor; provided,
that (i) such Guarantees of Permitted Subordinate Debt or Refinancing



4









 







Debt shall be subordinated to the Obligations pursuant to subordination
provisions approved by Majority Banks, such approval to not be unreasonably
withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary
of any Guarantee of Permitted Subordinate Debt or Refinancing Debt, such Restricted
Subsidiary shall have executed and delivered to Administrative Agent for the ratable
benefit of Banks a Facility Guarantee, and all the Equity of such Restricted
Subsidiary owned by any Credit Party shall have been pledged to Administrative Agent
pursuant to the Borrower Pledge Agreement or a Subsidiary Pledge Agreement; and”



     1.5 Amendment to Section 9.2 of the Credit Agreement. Clauses (f) and (g) of Section
9.2 of the Credit Agreement shall be amended to read in full as follows:




     “(f) Borrower may make Restricted Payments on Permitted Subordinate Debt or
Refinancing Debt with the net cash proceeds from one or more Equity offerings
pursuant to, and in accordance with, Section 5 of the securities evidencing such
Permitted Subordinate Debt (or corresponding provision of any Refinancing Debt) so
long as no Default or Borrowing Base Deficiency exists on the date of any such
Restricted Payments (both prior to and after giving effect to such Restricted
Payments), and no Default or Borrowing Base Deficiency would result therefrom;”




     “(g) Borrower or Onshore, as the case may be without duplication, may make
Restricted Payments (i) on the Onshore Senior Subordinated Notes to redeem such
notes in full at maturity, (ii) in an aggregate amount not to exceed $200,000,000 on
Debt outstanding under the Onshore Senior Subordinated Notes and/or Borrower’s
$300,000,000 7.5% Senior Subordinated Notes Due 2015 to redeem such notes in part
prior to maturity, and/or (iii) in an aggregate amount not to exceed $5,000,000 on
Debt outstanding under the issuances of Debt described in clauses (a),
(b) and (d) of the definition of “Encore Senior Subordinated Notes”
to redeem such notes, in each such case solely in accordance with the terms of the
applicable Permitted Subordinate Debt Documents so long as (A) no Default or
Borrowing Base Deficiency exists on the date of any such Restricted Payments (both
prior to and after giving effect to such Restricted Payments), (B) no Default or
Borrowing Base Deficiency would result therefrom, and (C) Availability as of the
date thereof equals or exceeds twenty percent (20%) of the Borrowing Base then in
effect (both prior to and after giving effect to such Restricted Payments);
provided, that Borrower and/or Onshore may refinance or replace
Permitted Subordinate Debt outstanding as of the Fourth Amendment Effective Date
pursuant to Section 9.1(d), including, without limitation, the Onshore
Senior Subordinated Notes, Borrower’s $300,000,000 7.5% Senior Subordinated Notes
Due 2015, and/or the Encore Permitted Subordinate Debt;”


Section 2. Conditions Precedent to Fourth Amendment Effective Date Amendments. The
amendments contained in Section 1 hereof shall be effective on the date that each of the
following conditions precedent is satisfied (the “Fourth Amendment Effective Date”):







5









 








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



     2.2 No Default; No Borrowing Base Deficiency. No Default or Event of Default shall
have occurred which is continuing, and no Borrowing Base Deficiency then exists.



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


Section 3. Representations and Warranties. To induce Banks and Administrative Agent to
enter into this Fourth Amendment, Borrower hereby represents and warrants to Banks and
Administrative Agent as follows on the Fourth Amendment Effective Date:




     3.1 Reaffirm Existing Representations and Warranties. Each representation and
warranty of 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, except that
any representation or warranty that is qualified by “material” or “Material Adverse Effect”
references therein shall be true and correct in all respects.



     3.2 Due Authorization; No Conflict. The execution, delivery and performance by
Borrower of this Fourth Amendment are within 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 Borrower or any other Credit
Party or result in the creation or imposition of any Lien upon any of the assets of Borrower or any
other Credit Party other than Liens securing the Obligations.



     3.3 Validity and Enforceability. This Fourth Amendment constitutes the valid and
binding obligation of Borrower enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general application.



     3.4 No Defense. Borrower acknowledges that Borrower has no defense to (a) Borrower’s
obligation to pay the Obligations when due, or (b) the validity, enforceability or binding effect
against Borrower of the Credit Agreement or any of the other Loan Papers or any Liens intended to
be created thereby.


Section 4. Miscellaneous.




     4.1 No Waivers. No failure or delay on the part of Administrative Agent or Banks to
exercise any right or remedy under the Credit Agreement, any other Loan Papers or applicable



6









 




law shall operate as a waiver thereof, nor shall any single or partial exercise of any right
or remedy preclude any other or further exercise of any right or remedy, all of which are
cumulative and may be exercised without notice except to the extent notice is expressly required
(and has not been waived) under the Credit Agreement, the other Loan Papers and applicable law.




     4.2 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.



     4.3 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 Fourth Amendment and all related documents.



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



     4.5 Counterparts. This Fourth Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Fourth
Amendment until Borrower, Majority Banks and each Restricted Subsidiary (as such term is defined
prior to giving effect to the amendments in Section 2 hereof) have executed a counterpart.
Facsimiles shall be effective as originals.



     4.6 Complete Agreement. THIS FOURTH 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.



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



     4.8 Governing Law. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



7









 





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



	 	 	 	 	 
	 	BORROWER:



DENBURY RESOURCES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





     Each of the undersigned (i) consent and agree to this Fourth 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 GATHERING & MARKETING, INC., a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY HOLDINGS, INC.,

a Delaware corporation (f/k/a Denbury Encore 
Holdings Inc.)

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY OPERATING COMPANY,

a Delaware corporation (f/k/a EAP Properties, Inc.

and successor-by-merger to a previous “Denbury Operating Company”)

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 








	 	 	 	 	 
	 	DENBURY ONSHORE, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY MARINE, L.L.C.,

a Louisiana limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY PIPELINE HOLDINGS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY GREEN PIPELINE-TEXAS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	DENBURY GULF COAST PIPELINES, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	GREENCORE PIPELINE COMPANY LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	DENBURY AIR, LLC,

a Delaware limited liability company (f/k/a EAP Operating, LLC)

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	 	Mark C. Allen 	 
	 	Title:  	 	Senior Vice President and

Chief Financial Officer 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT/BANK:



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Bank

 	 
	 	By:  	/s/ Brian P. Orlando
 	 
	 	Name:  	 	Brian P. Orlando 	 
	 	Title:  	 	Authorized Officer 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Stephen J. Hoffman
 	 
	 	Name:  	 	Stephen J. Hoffman 	 
	 	Title:  	 	Managing Director 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:





BNP PARIBAS

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	Name:  	 	Edward Pak 	 
	 	Title:  	 	Vice President 	 
	 
	 	 	 
	 	By:  	                         /s/ Ard Hawthorne
 	 
	 	Name:  	 	Ard Hawthorne 	 
	 	Title:  	 	Director 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/
Marc Graham	 
	 	Name:  	Marc Graham	 
	 	Title:  	Director	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



CREDIT SUISSE AG, CAYMAN

ISLANDS BRANCH

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	Name:  	 	Mikhail Faybusovich 	 
	 	Title:  	 	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Vipul Dhadda
 	 
	 	Name:  	 	Vipul Dhadda 	 
	 	Title:  	 	Associate 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Jay T. Sartain
 	 
	 	Name:  	 	Jay T. Sartain 	 
	 	Title:  	 	Authorized Signatory 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Thomas E. Stelmar, Jr.
 	 
	 	Name:  	 	Thomas E. Stelmar, Jr. 	 
	 	Title:  	 	Vice President/Portfolio Manager 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:





UBS LOAN FINANCE, LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	Name:  	 	Irja R. Otsa 	 
	 	Title:  	 	Associate Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Mary E. Evans
 	 
	 	Name:  	 	Mary E. Evans 	 
	 	Title:  	 	Associate Director 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.





 











 





	 	 	 	 	 
	 	BANKS:



UNION BANK, N.A.

 	 
	 	By:  	/s/ Douglas Gale
 	 
	 	Name:  	 	Douglas Gale 	 
	 	Title:  	 	Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



CREDIT AGRICOLE CORPORATE

AND INVESTMENT BANK (f/k/a

CALYON NEW YORK BRANCH)

 	 
	 	By:  	/s/ Darrell Stanley
 	 
	 	Name:  	 	Darrell Stanley 	 
	 	Title:  	 	Managing Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Sharada Manne
 	 
	 	Name:  	 	Sharada Manne 	 
	 	Title:  	 	Director 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.









 









 








	 	 	 	 	 
	 	BANKS:





BANK OF SCOTLAND plc

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	Name:  	 	Julia R. Franklin 	 
	 	Title:  	 	Assistant Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





COMPASS BANK

 	 
	 	By:  	/s/ Spencer Stasney
 	 
	 	Name:  	 	Spencer Stasney 	 
	 	Title:  	 	Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



CAPITAL ONE, N.A.

 	 
	 	By:  	/s/ Peter Shen
 	 
	 	Name:  	 	Peter Shen 	 
	 	Title:  	 	Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





COMERICA BANK

 	 
	 	By:  	/s/ Dustin S. Hansen
 	 
	 	Name:  	 	Dustin S. Hansen 	 
	 	Title:  	 	Senior Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:





ING CAPITAL LLC

 	 
	 	By:  	/s/ Juli Bieser
 	 
	 	Name:  	 	Juli Bieser 	 
	 	Title:  	 	Director 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





SUNTRUST BANK

 	 
	 	By:  	/s/ Gregory C. Magnuson
 	 
	 	Name:  	 	Gregory C. Magnuson 	 
	 	Title:  	 	Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



CIBC INC.

 	 
	 	By:  	/s/ Trudy W. Nelson
 	 
	 	Name:  	 	Trudy W. Nelson 	 
	 	Title:  	 	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	                        /s/ Richard Antl
 	 
	 	Name:  	 	Richard Antl 	 
	 	Title:  	 	Authorized Signatory 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





KEYBANK NATIONAL ASSOCIATION

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



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





U.S. BANK NATIONAL ASSOCIATION

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



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



SUMITOMO MITSUI BANKING

CORPORATION

 	 
	 	By:  	/s/ Masakazu Hasegawa
 	 
	 	Name:  	 	Masakazu Hasegawa 	 
	 	Title:  	 	General Manager 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





FIFTH THIRD BANK

 	 
	 	By:  	/s/ Mike Mendenhall
 	 
	 	Name:  	 	Mike Mendenhall 	 
	 	Title:  	 	Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



ALLIED IRISH BANKS p.l.c.

 	 
	 	By:  	/s/ Aidan Lanigan
 	 
	 	Name:  	 	Aidan Lanigan 	 
	 	Title:  	 	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Marc Pierron
 	 
	 	Name:  	 	Marc Pierron 	 
	 	Title:  	 	Assistant Vice President 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





STERLING BANK

 	 
	 	By:  	/s/ Parul June
 	 
	 	Name:  	 	Parul June 	 
	 	Title:  	 	Banking Officer 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:





GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ Lauren Day
 	 
	 	Name:  	 	Lauren Day 	 
	 	Title:  	 	Authorized Signatory 	 
	 



[Signature Page]

Fourth Amendment to Credit Agreement

Denbury Resources Inc.