exv10wd






Exhibit 10 (d)




THIRD AMENDMENT TO CREDIT AGREEMENT




     This Third Amendment to Credit Agreement (this “Third Amendment”) is entered into as
of December 17, 2010, 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”).



W I T N E S S E T H




     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 Third 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:




     (a) (i) Encore Partners GP Holdings, as the sole member of and owner of one
hundred percent (100%) of the Equity in Encore Energy Partners GP, (ii) Encore
Operating LP, as the owner of certain common units representing limited partnership
interests in Encore MLP, and (iii) Encore Partners LP Holdings, as the owner of
certain common units representing limited partnership interests in Encore MLP (the
Equity in Encore Energy Partners GP and Encore MLP owned by the Credit Parties is
collectively referred to herein as the “Encore MLP Equity”), each intends to
sell the Encore MLP Equity that it owns (any such sale, an “Encore MLP
Disposition”), which Encore MLP Disposition is not permitted under Section 9.5
of the Credit Agreement;




     (b) to effectuate an Encore MLP Disposition, Borrower, Encore Partners GP
Holdings, Encore Operating LP and Encore Partners LP Holdings, as selling parties,
have each entered into that certain Purchase Agreement, dated as of November 16,
2010, with Vanguard Natural Gas, LLC, as buyer, and Vanguard Natural Resources, LLC;
and




     (c) a portion not to exceed twenty-five percent (25%) of the consideration to
be paid for the Encore MLP Equity in connection with an Encore MLP Disposition may
be in the form of Equity of another-Person (other than any Credit Party) organized
under the laws of the United States of America or any state thereof or the District
of Columbia instead of cash, which consideration would be considered an Investment
under and pursuant to the Credit Agreement and, subject to the amount thereof, may
not be permitted under Section 9.8 of the Credit Agreement;



 









 







WHEREAS, Borrower has further advised Administrative Agent and Banks that:




     (a) Borrower intends to complete a corporate restructuring to integrate and
consolidate certain of its existing Subsidiaries and their respective operations to
obtain synergies and efficiencies for tax, legal and operational purposes, which
corporate restructuring transactions are more specifically described in the
restructuring steps set forth in the “Plan of Restructuring” attached hereto as
Exhibit A (the “Plan of Restructuring”) (such corporate
restructuring transactions described in the Plan of Restructuring, together with the
preparation and execution of such other documents, instruments and agreements in
connection with, and the taking of such other actions as may be necessary to fully
implement, such corporate restructuring transactions are collectively referred to
herein as the “December 2010 Restructuring”);




     (b) after giving effect to the December 2010 Restructuring, the organizational
structure of Borrower and its Subsidiaries will be as set forth on Exhibit B
attached hereto (the “Post-Restructuring Organizational Structure Chart”);
and




     (c) the December 2010 Restructuring requires certain deliveries to be made
under and pursuant to the Credit Agreement and the other Loan Papers and certain
modifications to the Credit Agreement to reflect the name changes to certain
Subsidiaries and other mechanics thereof;



     WHEREAS, Borrower has further advised Banks that it intends to purchase Additional Permitted
Revenue Bonds, which purchase may result in the aggregate principal amount of the 2008 Bonds, the
2009 Bonds and such Additional Permitted Revenue Bonds outstanding at such time of purchase
exceeding the $200,000,000 limitation on such principal amount set forth in Section 2.1(c) of the
Credit Agreement;



     WHEREAS, Borrower has requested that Banks:




     (a) amend the Credit Agreement to permit Encore MLP Dispositions and to permit
a portion of the consideration to be paid in connection therewith in the form of
Equity;




     (b) amend the Credit Agreement to permit the Credit Parties to (i) hold
Investments consisting of Equity of another Person (other than any Credit Party)
organized under the laws of the United States of America or any state thereof or the
District of Columbia received as partial consideration in connection with an Encore
MLP Disposition and (ii) continue to be able to make additional Investments in an
aggregate amount outstanding at any time of up to $100,000,000 (without the
limitation that certain of such Investments must be made directly or indirectly into
Encore MLP);




     (c) consent to consummation of the December 2010 Restructuring and amend the
Credit Agreement to reflect the consummation thereof as set forth in the
Post-Restructuring Organizational Structure Chart;



 









 






     (d) amend the Credit Agreement to increase the maximum aggregate principal
amount outstanding of the 2008 Bonds, the 2009 Bonds and the Additional Permitted
Revenue Bonds that may be outstanding at any given point in time by $10,000,000; and




     (e) 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. Third Amendment Effective Date Amendments. In reliance on the representations,
warranties, covenants and agreements contained in this Third Amendment, and subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit
Agreement shall be amended effective as of the Third 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 “Encore MLP Disposition”,
“Encore MLP Disposition Equity Consideration”, “Encore MLP Equity” and “Third
Amendment” which shall read in full as follows:




     “Encore MLP Disposition” means any sale, transfer or other disposition
of Encore MLP Equity by the applicable Credit Parties.




     “Encore MLP Disposition Equity Consideration” means any Equity of any
Person (other than any Credit Party) organized under the laws of the United States
of America or any state thereof or the District of Columbia received by any Credit
Party as consideration for, and solely in connection with the completion of, an
Encore MLP Disposition.




     “Encore MLP Equity” means, collectively, (a) all of the Equity owned by
the Credit Parties in Encore Energy Partners GP, and (b) all of the Equity owned by
the Credit Parties in Encore MLP, including (i) 10,928,254 common units representing
limited partnership interests in Encore MLP owned by Encore Operating LP and (ii)
9,995,801 common units representing limited partnership interests in Encore MLP
owned by Encore Partners LP Holdings.




     “Third Amendment” means that certain Third Amendment to Credit
Agreement dated as of December 17, 2010 among Borrower, Administrative Agent and
Banks party thereto.



     1.2 Amendment to Definitions. The definitions of “Loan Papers”,
“Permitted



 









 




Investments”, “Unrestricted Subsidiary” and “Wholly-Owned Subsidiary”
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 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.




     “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 S&P or Moody’s, (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 any other Credit Party,
(f) ownership by any Credit Party of any Equity in the form of Encore MLP
Disposition Equity Consideration, and (g) other Investments; provided, that the
aggregate amount of all other Investments made pursuant to this clause (g)
outstanding at any time shall not exceed $100,000,000 (measured on a cost basis).




     “Unrestricted Subsidiary” means, subject to Section 8.16, (a) New
Frontiers, Plain Energy Holdings, LLC, Plain Energy USA, LLC, Plain Energy LTD,
Encore Energy Partners GP, Encore MLP, Encore Energy Partners Operating LLC, Encore
Energy Partners Finance Corporation, Encore Clear Fork Pipeline LLC, Encore Partners
LP Holdings, Encore Partners GP Holdings, any other Subsidiary of Encore MLP and
Jurassic Resource Development North America, LLC, (b) so long as either Encore
Energy Partners GP or Encore MLP is a Subsidiary, any other Subsidiary of Encore
MLP, and (c) any Subsidiary of Borrower formed in compliance with this Agreement
that is not a Material Domestic Subsidiary and that Borrower has not otherwise
designated in writing to Administrative Agent to be a Restricted Subsidiary.




     “Wholly-Owned Subsidiary” means any Subsidiary of which all of the
outstanding Equity (other than any directors’ qualifying shares mandated by Law), on
a fully-diluted basis, is owned by Borrower and/or one or more of Borrower’s other
Wholly-Owned Subsidiaries; provided, that so long as either Encore
Energy Partners GP or Encore MLP is a Subsidiary none of Encore Partners GP
Holdings, Encore Partners LP Holdings and Encore Energy Partners GP will be a
Wholly-Owned Subsidiary for purposes of this Agreement or any of the other Loan
Papers.



 









 





     1.3 Amendment to Additional Permitted Revenue Bonds Provision. Section 2.1(c) of the
Credit Agreement shall be amended to replace the reference to “$200,000,000” therein with a
reference to “$210,000,000” in lieu thereof.



     1.4 Amendment to Asset Dispositions Provision. Section 9.5 of the Credit Agreement
shall be amended to (a) delete the reference to “and” at the end of clause (g) thereof, (b) delete
the “.” at the end of clause (h) thereof and insert a “;” in lieu thereof, and (c) add new clauses
(i) and (j) thereto to read in full as follows:




     “(i) an Encore MLP Disposition; provided that any Encore MLP Disposition shall
be made for fair value (as determined by the Credit Parties in good faith) and for
at least seventy-five percent (75%) cash consideration; and




     (j) the sale, transfer or other disposition of any Encore MLP Disposition
Equity Consideration; provided, that any such sale, transfer or other disposition
shall be made for fair value (as determined by the Credit Parties in good faith).”


Section 2. December 2010 Restructuring Effective Date Amendments. In reliance on the
representations, warranties, covenants and agreements contained in this Third Amendment, and
subject to the satisfaction of the conditions precedent set forth in Section 4 and
Section 5 hereof, the Credit Agreement shall be amended effective as of the December 2010
Restructuring Effective Date (defined below) in the manner provided in this Section 2.




     2.1 Additional Definitions. Section 1.1 of the Credit Agreement shall be amended to
add thereto in alphabetical order the following definitions of “December 2010
Restructuring”, “Denbury Air”, “Denbury Holdings”, “Gulf Coast
Pipelines”, “New Operating”, “Pipeline Holdings” and “Plan of
Restructuring” which shall read in full as follows:




     “December 2010 Restructuring” has the meaning given such term in the
Third Amendment.




     “Denbury Air” means Denbury Air, LLC, a Delaware limited liability
company formerly known as EAP Operating, LLC.




     “Denbury Holdings” means Denbury Holdings, Inc., a Delaware corporation
formerly known as Denbury Encore Holdings Inc.




     “Gulf Coast Pipelines” means Denbury Gulf Coast Pipelines, LLC, a
Delaware limited liability company.




     “New Operating” means Denbury Operating Company, a Delaware corporation
formerly known as EAP Properties, Inc. and a successor-by-merger to a previous
“Denbury Operating Company”.




     “Pipeline Holdings” means Denbury Pipeline Holdings, LLC, a Delaware
limited liability company.



 









 






     “Plan of Restructuring” has the meaning given such term in the Third
Amendment.



     2.2 Amendment to Definitions. The definitions of “Encore Operating LP”,
“Green Pipeline”, “Greencore Pipeline”, “Marine”, “Onshore”,
“Operating Louisiana”, “Restricted Subsidiary” and “Unrestricted
Subsidiary” contained in Section 1.1 of the Credit Agreement shall be amended and restated to
read in full as follows:




     “Encore Operating LP” means Encore Operating, L.P., a Texas limited
partnership, which has authorized a winding up in connection with the December 2010
Restructuring (and which winding up will be completed promptly after consummation of
the December 2010 Restructuring).




     “Green Pipeline” means Denbury Green Pipeline-Texas, LLC, a Delaware
limited liability company.




     “Greencore Pipeline” means Greencore Pipeline Company LLC, a Delaware
limited liability company.




     “Marine” means Denbury Marine, L.L.C., a Louisiana limited liability
company.




     “Onshore” means Denbury Onshore, LLC, a Delaware limited liability
company.




     “Operating Louisiana” means Encore Operating Louisiana, LLC, a Delaware
limited liability company, which has been dissolved in connection with the December
2010 Restructuring.




     “Restricted Subsidiary” means (a) Denbury Holdings, DG&M, New
Operating, Marine, Onshore, Denbury Air, Pipeline Holdings, Green Pipeline,
Greencore Pipeline and Gulf Coast Pipelines, (b) each other Material Domestic
Subsidiary and (c) any other Domestic Subsidiary of Borrower that Borrower
designates in writing to Administrative Agent to be a Restricted Subsidiary;
provided, that no Subsidiary of Borrower will be a Restricted
Subsidiary unless (i) one hundred percent (100%) of its issued and outstanding
Equity has been pledged to Administrative Agent to secure the Obligations pursuant
to the Borrower Pledge Agreement or a Subsidiary Pledge Agreement, and (ii) it has
executed a Facility Guarantee.




     “Unrestricted Subsidiary” means, subject to Section 8.16, (a) Encore
Partners GP Holdings, Plain Energy Holdings, LLC, Plain Energy USA, LLC, Plain
Energy LTD and Jurassic Resource Development North America, LLC, (b) so long as
either Encore Energy Partners GP or Encore MLP is a Subsidiary, Encore Energy
Partners GP, Encore MLP, Encore Energy Partners Operating LLC, Encore Energy
Partners Finance Corporation, Encore Clear Fork Pipeline LLC, Encore Partners LP
Holdings, Encore Partners GP Holdings and any other Subsidiary of Encore MLP, and
(c) any Subsidiary of Borrower formed in



 









 







compliance with this Agreement that is not a Material Domestic Subsidiary and
that Borrower has not otherwise designated in writing to Administrative Agent to be
a Restricted Subsidiary.



     2.3 Deletion of Definitions. The definitions of “EAP Operating GP”, “EAP
Properties”, “Encore Holdings”, “New Frontiers”, “Operating” and
“TRF” contained in Section 1.1 of the Credit Agreement are hereby deleted in their
entirety.



     2.4 Amendment and Restatement of Sections 7.14(b) and 7.14(c) of the Credit Agreement.
Sections 7.14(b) and 7.14(c) of the Credit Agreement shall be amended and restated in their
entirety to read in full as follows:




     “(b) Each other Credit Party owns the issued and outstanding Equity in the
Person (or Persons) in each case as more specifically set forth on Schedule
7.14 hereto, as applicable, and except as otherwise set forth thereon, none of
the other Credit Parties have any direct, Wholly-Owned Subsidiaries (other than (i)
those that are Unrestricted Subsidiaries and (ii) those that (1) own no assets and
(2) started winding up or were dissolved, liquidated and/or terminated on or
promptly after the December 2010 Restructuring Effective Date (as defined in the
Third Amendment) in connection with the completion of the December 2010
Restructuring and for which certain customary actions are in process to obtain the
applicable Governmental Authorities’ final evidence of such winding up, dissolution,
liquidation and/or termination).




     (c) Each Restricted Subsidiary is a Wholly-Owned Subsidiary, directly or
indirectly, of Borrower.”



     2.5 Amendment to Section 8.2(b) of the Credit Agreement. Clause (b) of Section 8.2 of
the Credit Agreement shall be amended to (a) delete therefrom the reference therein to “Operating,”
and the reference therein to “, EAP Properties”, and (b) to change the reference therein to “Encore
Holdings” to read “Denbury Holdings”.



     2.6 Amendment to Section 8.3 of the Credit Agreement. Section 8.3 of the Credit
Agreement shall be amended to delete the proviso that reads “; provided, that, TRF
may dissolve at any time” therefrom.



     2.7 Replacement of Schedule 7.14 to the Credit Agreement. Schedule 7.14 to the Credit
Agreement shall be replaced in its entirety with Schedule 7.14 to this Third Amendment and
Schedule 7.14 hereto shall be deemed to be attached as Schedule 7.14 to the Credit
Agreement.


Section 3. December 2010 Restructuring. Subject to compliance by the Credit Parties with
the Credit Agreement (including, without limitation, Section 5.1 and Section 5.2 thereof) and the
other Loan Papers in connection with the December 2010 Restructuring, which compliance will
include, without limitation, delivery to Administrative Agent of each of the following documents,
instruments and agreements prior to or contemporaneously with the consummation of the December 2010
Restructuring, each in form and substance reasonably acceptable to Administrative Agent:







 









 









     (a) such documents and certificates as Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of Borrower and
the other Credit Parties, the authorization of this Third Amendment and the transactions
contemplated hereby and by the Plan of Restructuring in connection with the December 2010
Restructuring, and any other legal matters relating to Borrower, the other Credit Parties
and this Third Amendment;




     (b) assignments and assumptions of the Mortgages previously entered into by Encore
Operating LP and pursuant to which Encore Operating LP will assign, and Onshore will assume,
the obligations and liabilities under such Mortgages, duly executed, notarized and delivered
by the applicable Credit Parties;




     (c) Subsidiary Pledge Agreements duly executed and delivered by Pipeline Holdings and
Onshore, respectively, together with all certificates (or other evidence reasonably
acceptable to Administrative Agent), if any, evidencing one hundred percent (100%) of the
issued and outstanding Equity of Green Pipeline, Greencore Pipeline, Gulf Coast Pipelines
and Denbury Air of every class, which certificates shall be duly endorsed or accompanied by
appropriate stock powers (as applicable) executed in blank;




     (d) an Amended and Restated Borrower Pledge Agreement duly executed and delivered by
Borrower, together with all certificates (or other evidence reasonably acceptable to
Administrative Agent), if any, evidencing one hundred percent (100%) of the issued and
outstanding Equity of Denbury Holdings and DG&M of every class, which certificates shall be
duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank;




     (e) Amended and Restated Subsidiary Pledge Agreements duly executed and delivered by
Denbury Holdings and New Operating, respectively, together with all certificates (or other
evidence reasonably acceptable to Administrative Agent), if any, evidencing one hundred
percent (100%) of the issued and outstanding Equity of New Operating , Onshore and Pipeline
Holdings of every class, which certificates shall be duly endorsed or accompanied by
appropriate stock powers (as applicable) executed in blank;




     (f) Facility Guarantees duly executed and delivered by Pipeline Holdings and Gulf Coast
Pipelines, respectively;




     (g) Amended and Restated Facility Guarantees duly executed and delivered by Denbury
Holdings, New Operating and Denbury Air, respectively;




     (h) a certificate of an Authorized Officer of Borrower attaching (i) a copy of the
Agreement and Plan of Merger executed by Operating and EAP Properties (as each such term is
defined prior to giving effect to the amendments in Section 2 hereof) and (ii) a
copy of each other material document, instrument and/or agreement executed and/or delivered
in connection with the consummation of the December 2010 Restructuring, and certifying that
such copies are accurate and complete and represent the complete understanding of the
parties with respect to the subject matter thereof;



 









 






     (i) such financing statements or amendments to existing financing statements to fully
evidence and perfect (or maintain perfection of, as applicable) all Liens contemplated by
the Loan Papers (including, without limitation, any Loan Papers required to be delivered
pursuant to this Section 3), all of which shall be filed of record in such
jurisdictions as Administrative Agent shall require in its sole discretion; and




     (j) opinions of counsel to the Credit Parties, favorably opining as to such matters as
Administrative Agent may reasonably request,



     and in reliance on the representations, warranties, covenants and agreements contained in this
Third Amendment, Banks hereby consent to the December 2010 Restructuring. Borrower acknowledges
and agrees that (i) the limited consent set forth in this Section 3 is a limited, one-time
consent solely with respect to the December 2010 Restructuring, and (ii) nothing contained herein
shall obligate Administrative Agent or Banks to grant any additional or future consent with respect
to, or in connection with, any provisions of the Credit Agreement or any other Loan Paper.


Section 4. Conditions Precedent to Third 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 “Third Amendment Effective Date”):




     4.1 Counterparts. Administrative Agent shall have received counterparts hereof duly
executed by Borrower and Majority Banks and acknowledged by each Restricted Subsidiary (as such
term is defined prior to giving effect to the amendments in Section 2 hereof) (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).



     4.2 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.



     4.3 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 Third Amendment and the
transactions contemplated hereby and in Section 1 in connection with an Encore MLP
Disposition.


Section 5. Conditions Precedent to December 2010 Restructuring Effective Date Amendments.
In addition to satisfaction of the conditions precedent set forth in Section 4.1 and
Section 4.3 hereof, the amendments contained in Section 2 hereof shall be effective
on the date that each of the following conditions precedent is satisfied (the “December 2010
Restructuring Effective Date”):




     5.1 Delivery of December 2010 Restructuring Documents. Administrative Agent shall
have received each of the documents, instruments and agreements described in Section 3
hereof prior to or contemporaneously with the consummation of the December 2010 Restructuring
in form and substance reasonably acceptable to Administrative Agent.



 









 





     5.2 No Default. On the date of the consummation of the December 2010 Restructuring,
no Default or Event of Default shall have occurred which is continuing.



     5.3 Other Actions. Borrower shall have taken such actions as Administrative Agent may
reasonably require in connection with this Third Amendment and the transactions contemplated hereby
and in Section 2 in connection with the December 2010 Restructuring.


Section 6. Representations and Warranties. To induce Banks and Administrative Agent to
enter into this Third Amendment, Borrower hereby represents and warrants to Banks and
Administrative Agent as follows on the Third Amendment Effective Date and on the December 2010
Restructuring Effective Date:




     6.1 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.



     6.2 Due Authorization; No Conflict. The execution, delivery and performance by
Borrower of this Third 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.



     6.3 Validity and Enforceability. This Third 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.



     6.4 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 7. Miscellaneous.




     7.1 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 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.



 









 





     7.2 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.



     7.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and
expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the
preparation, negotiation and execution of this Third Amendment and all related documents.



     7.4 Additional December 2010 Restructuring Documents. In addition to the documents,
instruments and agreements required to be delivered to Administrative Agent pursuant to Section
3 hereof, promptly following the consummation of the December 2010 Restructuring Borrower
hereby agrees to provide to Administrative Agent such documents, instruments and agreements as
Administrative Agent may request evidencing completion of the December 2010 Restructuring,
including, without limitation, the cancellation, termination or dissolution, as applicable, of
Operating Louisiana, Encore Operating LP and TRF (as each such term is defined prior to giving
effect to the amendments in Section 2 hereof), each of which shall be in form and substance
acceptable to Administrative Agent.



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



     7.6 Counterparts. This Third Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Third
Amendment until 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.



     7.7 Complete Agreement. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN OR AMONG THE PARTIES.



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



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



 









 





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



	 	 	 	 	 

	 	 	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]

Third Amendment to Credit Agreement

Denbury Resources Inc.





 









 








     Each of the undersigned (i) consent and agree to this Third Amendment, and (ii) agree that
the Loan Papers to which it is a party shall remain in full force and effect and shall continue
to be the legal, valid and binding obligation of such Person, enforceable against it in
accordance with its terms.



	 	 	 	 	 	 	 

	 	 	DENBURY MARINE, L.L.C.,

a Louisiana limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	DENBURY OPERATING COMPANY,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TUSCALOOSA ROYALTY FUND LLC,

a Mississippi limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Denbury Operating Company, its sole member	 	 






	 	 	 	 	 	 	 

	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






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Denbury Resources Inc.








 









 








	 	 	 	 	 	 	 

	 	 	DENBURY GATHERING & MARKETING, INC., 
a Delaware
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	DENBURY GREEN PIPELINE-TEXAS, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ENCORE OPERATING LOUISIANA, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GREENCORE PIPELINE COMPANY LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






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Denbury Resources Inc.








 









 








	 	 	 	 	 	 	 

	 	 	ENCORE OPERATING, L.P.,

a Texas limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	DENBURY ONSHORE, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EAP OPERATING, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EAP PROPERTIES, INC.,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






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Denbury Resources Inc.








 









 








	 	 	 	 	 	 	 

	 	 	DENBURY ENCORE HOLDINGS, INC., 

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark C. Allen
 

Mark C. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President and	 	 
	 

	 	 	 	Chief Financial Officer	 	 






[Signature Page]

Third 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 	 
	 



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	 	BANKS:



BANK OF AMERICA, N.A.

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



[Signature Page]

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Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



BNP PARIBAS

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	Name: 	 	Edward Pak 	 
	 	Title: 	 	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Juan Carlos Sandoval
 	 
	 	Name: 	 	Juan Carlos Sandoval 	 
	 	Title: 	 	Vice President 	 
	 



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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



THE BANK OF NOVA SCOTIA

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



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



CREDIT SUISSE AG, CAYMAN 
ISLANDS BRANCH

 	 
	 	By:  	/s/ Shaheen Malik
 	 
	 	Name: 	 	Shaheen Malik 	 
	 	Title: 	 	Vice President 	 
	 
	 	 	 
	 	By:  	                         /s/ Vipul Dhadda
 	 
	 	Name: 	 	Vipul Dhadda 	 
	 	Title: 	 	Associate 	 
	 



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	Name: 	 	Jason S. York 	 
	 	Title: 	 	Authorized Signatory 	 
	 



[Signature Page]

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Denbury Resources Inc.





 









 





	 	 	 	 	 
	 	BANKS:



WELLS FARGO BANK, N.A.

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



[Signature Page]

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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]

Third Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



UNION BANK, N.A.

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	Name: 	 	Alison Fuqua 	 
	 	Title: 	 	Vice President 	 
	 



[Signature Page]

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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]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



BANK OF SCOTLAND plc

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



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



COMPASS BANK

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



[Signature Page]

Third Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



CAPITAL ONE, N.A.

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



[Signature Page]

Third 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]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



ING CAPITAL LLC

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



[Signature Page]

Third Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



SUNTRUST BANK

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



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



CIBC INC.

 	 
	 	By:  	/s/ Trudy W. Nelson
 	 
	 	Name: 	 	Trudy W. Nelson 	 
	 	Title: 	 	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	                        /s/ Doug Cornett
 	 
	 	Name: 	 	Doug Cornett 	 
	 	Title: 	 	Authorized Signatory 	 
	 



[Signature Page]

Third Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



KEYBANK NATIONAL ASSOCIATION

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



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



U.S. BANK NATIONAL ASSOCIATION

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



[Signature Page]

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Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:



SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ Natsuhiro Samejima
 	 
	 	Name: 	 	Natsuhiro Samejima 	 
	 	Title: 	 	Senior Vice President 	 
	 



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



FIFTH THIRD BANK

 	 
	 	By:  	/s/ Christopher Morey
 	 
	 	Name: 	 	Christopher Morey 	 
	 	Title: 	 	Senior Vice President 	 
	 



[Signature Page]

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Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



ALLIED IRISH BANKS p.l.c.

 	 
	 	By:  	/s/ Aidan Lanigan
 	 
	 	Name: 	 	Aidan Lanigan 	 
	 	Title: 	 	Vice President 	 
	 
	 	 	 
	 	By:  	                         /s/ Vaughn Buck
 	 
	 	Name: 	 	Vaughn Buck 	 
	 	Title: 	 	Director 	 
	 



[Signature Page]

Third Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



STERLING BANK

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



[Signature Page]

Third Amendment to Credit Agreement

Denbury Resources Inc.







 









 








	 	 	 	 	 
	 	BANKS:



GOLDMAN SACHS BANK USA

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



[Signature Page]

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Denbury Resources Inc.





 












 





EXHIBIT A




PLAN OF RESTRUCTURING

of

Denbury Resources Inc., a Delaware corporation (“Borrower”)



INDEX OF RELEVANT PARTIES:




	 	 	 

	DG&M

	 	Denbury Gathering & Marketing, Inc., a Delaware corporation
	EAP Operating

	 	EAP Operating, LLC, a Delaware limited liability company
	EAP Properties

	 	EAP Properties, Inc., a Delaware corporation
	Encore Energy Partners GP

	 	Encore Energy Partners GP LLC, a Delaware limited liability company
	Encore Holdings

	 	Denbury Encore Holdings Inc., a Delaware corporation
	Encore Operating

	 	Encore Operating, L.P., a Texas limited partnership
	Encore Partners GP Holdings

	 	Encore Partners GP Holdings LLC, a Delaware limited liability company
	Encore Partners LP Holdings

	 	Encore Partners LP Holdings LLC, a Delaware limited liability company
	Green Pipeline

	 	Denbury Green Pipeline — Texas, LLC, a Delaware limited liability company
	Greencore Pipeline

	 	Greencore Pipeline Company LLC, a Delaware limited liability company
	Gulf Coast Pipelines

	 	Denbury Gulf Coast Pipelines, LLC, a Delaware limited liability company
	New Frontiers

	 	Denbury New Frontiers, LLC, a Delaware limited liability company
	Onshore

	 	Denbury Onshore, LLC, a Delaware limited liability company
	Operating

	 	Denbury Operating Company, a Delaware corporation
	Operating Louisiana

	 	Encore Operating Louisiana, LLC, a Delaware limited liability company
	Pipeline Holdings

	 	Denbury Pipeline Holdings, LLC, a Delaware limited liability company
	TRF

	 	Tuscaloosa Royalty Fund LLC, a Mississippi limited liability company






RESTRUCTURING STEPS:





	1.	 	EAP Properties will form Pipeline Holdings as a new wholly-owned subsidiary pursuant to a
Certificate of Formation to be filed with the Delaware Secretary of State.
	 
	2.	 	Onshore will form Gulf Coast Pipelines as a new wholly-owned subsidiary pursuant to a
Certificate of Formation to be filed with the Delaware Secretary of State.
	 
	3.	 	Encore Holdings will change its name to “Denbury Holdings, Inc.” and will increase the number
of its authorized shares by amending its Certificate of Incorporation, to be effective as of
11:27 p.m. Eastern Time, on December 31, 2010. Encore Holdings is hereinafter referred to as
“Denbury Holdings”.




 









 












	4.	 	Borrower will contribute all of its equity interest in Jurassic Resources Development
North America, LLC, a North Dakota limited liability company, to EAP Properties, pursuant to
an Assignment Agreement between Borrower and EAP Properties, as an additional
contribution to the capital of EAP Properties without the issuance of additional shares, such
contribution to be effective as of 11:28 p.m. Eastern Time, on
December 31, 2010.
	 
	5.	 	Borrower will contribute all of its equity interest in EAP Properties to Denbury Holdings
pursuant to an Assignment Agreement between Borrower and Denbury Holdings, as an additional
contribution to the capital of Denbury Holdings without the issuance of additional shares,
such contribution to be effective as of 11:29 p.m. Eastern Time, on December 31, 2010.
	 
	6.	 	Denbury Holdings will contribute all of its equity interest in EAP Operating to EAP
Properties pursuant to an Assignment Agreement between Denbury Holdings and EAP Properties,
such contribution to be effective as of 11:30 p.m. Eastern Time, on December 31, 2010.
	 
	7.	 	Operating will merge with and into EAP Properties, with EAP Properties surviving the merger,
pursuant to an Agreement and Plan of Merger among Operating, EAP Properties and Denbury
Holdings, such merger to be effective as of 11:31 p.m. Eastern Time, on December 31, 2010, and
pursuant to which Borrower will receive additional shares of Denbury Holdings. Pursuant to
such Agreement and Plan of Merger and related Certificate of Merger filed with the Delaware
Secretary of State, EAP Properties will change its name to “Denbury Operating Company”
(“New Operating”).
	 
	8.	 	EAP Operating will change its name to “Denbury Air,
LLC” (“Denbury Air”) by amending its
Certificate of Formation, to be effective as of 11:32 p.m. Eastern Time, on December 31, 2010.
	 
	9.	 	Operating Louisiana will:
	 
	 	 	(a) adopt a Plan of Dissolution under Delaware law to be effective as of 11:33 p.m. Eastern
Time, on December 31, 2010;
	 
	 	 	(b) transfer all of its assets to Encore Operating pursuant to an Assignment and Bill of Sale
and such other assignments and documents as may be required for recording in the appropriate
records, all between Operating Louisiana and Encore Operating, such transfer to be effective
as of 11:34 p.m. Eastern Time, on December 31, 2010; and
	 
	 	 	(c) upon the dissolution and the completion of the winding up of Operating Louisiana,
Operating Louisiana’s certificate of formation will be cancelled pursuant to a Certificate of
Cancellation to be filed with the Delaware Secretary of State, to be effective at the time
stated in the Certificate of Cancellation.
	 
	10.	 	New Operating will contribute its 99% limited partnership interest in Encore Operating to
Onshore pursuant to an Assignment Agreement between New Operating and Onshore, such
contribution to be effective as of 11:35 p.m. Eastern Time, on
December 31, 2010.




 









 












	11.	 	Encore Operating will:
	 
	 	 	(a) adopt a Plan of Winding Up under Texas law to be effective as of 11:36 p.m. Eastern Time,
on December 31, 2010;
	 
	 	 	(b) distribute assets equal to 99% of the value of Encore Operating’s assets (including the
equity in Greencore Pipeline) to its sole limited partner Onshore pursuant to an Assignment
and Bill of Sale and such other assignments and documents as may be required for recording in
the appropriate records, all between Encore Operating and Onshore, and distribute cash equal
to 1% of the value of Encore Operating’s assets to its sole general partner Denbury Air, all
such distributions to be effective as of 11:37 p.m. Eastern Time, on December 31, 2010; and
	 
	 	 	(c) terminate pursuant to a Certificate of Termination to be filed with the Texas Secretary
of State, to be effective at the time stated in the Certificate of Termination.
	 
	12.	 	New Operating will contribute all of its equity interest in Denbury Air to Onshore pursuant
to an Assignment Agreement between New Operating and Onshore, such contribution to be
effective as of 11:38 p.m. Eastern Time, on December 31, 2010.
	 
	13.	 	Denbury Air will distribute all of its assets (other than its airplane) to Onshore pursuant
to an Assignment and Bill of Sale and such other assignments and documents as may be required
for recording in the appropriate records, all between Denbury Air and Onshore, such
distribution to be effective as of 11:39 p.m. Eastern Time, on December 31, 2010.
	 
	14.	 	New Operating will contribute all of its equity interest in Plain Energy Holdings LLC, a
Delaware limited liability company, to Onshore pursuant to an Assignment Agreement between New
Operating and Onshore, such contribution to be effective as of 11:40 p.m. Eastern Time, on
December 31, 2010.
	 
	15.	 	New Operating will contribute all of its equity interest in Green Pipeline to Pipeline
Holdings pursuant to an Assignment Agreement between New Operating and Pipeline Holdings, such
contribution to be effective as of 11:41 p.m. Eastern Time, on December 31, 2010.
	 
	16.	 	Onshore will distribute all of its equity interest in Greencore Pipeline to New Operating
pursuant to an Assignment Agreement between Onshore and New Operating, such distribution to be
effective as of 11:42 p.m. Eastern Time, on December 31, 2010.
	 
	17.	 	New Operating will contribute all of its equity interest in Greencore Pipeline to Pipeline
Holdings pursuant to an Assignment Agreement between New Operating and Pipeline Holdings, such
contribution to be effective as of 11:43 p.m. Eastern Time, on December 31, 2010.




 









 












	18.	 	Onshore will contribute all of its interests in the Delta pipeline system and the
Louisiana Green pipeline system to Gulf Coast Pipelines pursuant to an Assignment and Bill of
Sale and such other assignments and documents as may be required for recording in the
appropriate records, all between Onshore and Gulf Coast Pipelines, such contribution to be
effective as of 11:44 p.m. Eastern Time, on December 31, 2010.
	 
	19.	 	Onshore will distribute all of its equity interest in Gulf Coast Pipelines to New Operating
pursuant to an Assignment Agreement between Onshore and New Operating, such distribution to be
effective as of 11:45 p.m. Eastern Time, on December 31, 2010.
	 
	20.	 	New Operating will contribute all of its equity interest in Gulf Coast Pipelines to Pipeline
Holdings pursuant to an Assignment Agreement between New Operating and Pipeline Holdings, such
contribution to be effective as of 11:46 p.m. Eastern Tune, on December 31, 2010.
	 
	21.	 	New Operating will contribute all of its equity interest in TRF to Onshore pursuant to an
Assignment Agreement between New Operating and Onshore, such contribution to be effective as
of 11:51 p.m. Eastern Time, on December 31, 2010.
	 
	22.	 	TRF will:
	 
	 	 	(a) adopt a Plan of Dissolution under Mississippi law to be effective as of 11:52 p.m.
Eastern Time, on December 31, 2010;
	 
	 	 	(b) file a Certificate of Dissolution with the Mississippi Secretary of State upon the
dissolution and the commencement of winding up, such Certificate of Dissolution to be
effective as of 11:53 p.m. Eastern Time, on December 31, 2010; and
	 
	 	 	(c) wind up its affairs and distribute all of its assets and liabilities to Onshore pursuant
to an Assignment and Bill of Sale and such other assignments and documents as may be required
for recording in the appropriate records, all between TRF and Onshore, such winding up and
distribution to be effective as of 11:54 p.m. Eastern Time, on December 31, 2010.
	 
	23.	 	New Frontiers will:
	 
	 	 	(a) adopt a Plan of Dissolution under Delaware law to be effective as of 11:55 p.m. Eastern
Time, on December 31, 2010;
	 
	 	 	(b) distribute all of its assets and liabilities to New Operating pursuant to an Assignment
and Bill of Sale and such other assignments and documents as may be required for recording in
the appropriate records, all between New Frontiers and New Operating, such distribution to be
effective as of 11:56 p.m. Eastern Time, on December 31, 2010; and
	 
	 	 	(c) upon the dissolution and the completion of the winding up of New Frontiers, New
Frontiers’ certificate of formation will be cancelled pursuant to a Certificate of
Cancellation to be filed with the Delaware Secretary of State, to be effective at the time
stated in the Certificate of Cancellation.




 









 












	24.	 	Encore Partners LP Holdings will:
	 
	 	 	(a) adopt a Plan of Dissolution under Delaware law to be effective as of 11:55 p.m. Eastern
Time, on December 31, 2010;
	 
	 	 	(b) transfer all of its assets to Denbury Holdings pursuant to an Assignment and Bill of Sale
and such other assignments and documents as may be required for recording in the appropriate
records, all between Encore Partners LP Holdings and Denbury Holdings, such transfer to be
effective as of 11:56 p.m. Eastern Time, on December 31, 2010; and
	 
	 	 	(c) upon the dissolution and the completion of the winding up of Encore Partners LP Holdings,
Encore Partners LP Holdings’ certificate of formation will be cancelled pursuant to a
Certificate of Cancellation to be filed with the Delaware Secretary of State, to be effective
at the time stated in the Certificate of Cancellation.
	 
	25.	 	Encore Partners GP Holdings shall distribute to Denbury Holdings the cash proceeds Encore
Partners GP Holdings receives from the sale of the equity interests in Encore Energy Partners
GP, such distribution to be effective as of 11:56 p.m. Eastern
Time, on December 31, 2010.
	 
	26.	 	Denbury Holdings shall contribute to New Operating all cash Denbury Holdings shall have then
received as a result of (1) the dissolution of Encore Partners LP Holdings (item 24(b)) and
(2) the distribution from Encore Partners GP Holdings (item 25), as an additional contribution
to the capital of New Operating without the issuance of additional shares, such contribution
to be effective as of 11:57 p.m. Eastern Time, on
December 31, 2010.
	 
	27.	 	New Operating shall contribute to Onshore all cash New Operating shall have received as a
capital contribution from Denbury Holdings (item 26), such contribution to be effective as of
11:58 p.m. Eastern Time, on December 31, 2010.
	 
	28.	 	Onshore shall use all cash Onshore shall have received as a capital contribution from Denbury
Holdings (item 27) to repay a portion of the pre-existing bona fide intercompany debt Onshore
owes to Borrower, such repayment to be effective as of 11:59 p.m. Eastern Time, on December
31, 2010.