exv10wg









Exhibit 10(g)




FIFTH AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT 





     This Fifth Amendment to Sixth Amended and Restated Credit Agreement (this “Fifth
Amendment”) is entered into effective as of the 22nd day of January, 2010 (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 advised Administrative Agent that DG&M intends to sell all
of its Class A membership interests in Genesis Energy, LLC, a Delaware limited liability company
and the successor by conversion to Genesis Energy (the “Genesis Energy Equity Disposition”)
pursuant to that certain Purchase Agreement dated as of December 17, 2009, among Parent and DG&M,
as selling parties, and Q Genesis Acquisition, LLC, as Buyer (the “Genesis PSA”), in order
to effectuate a sale by Parent of its indirect ownership interests (represented by DG&M’s Class A
membership interests) in Genesis Energy, LLC, which Genesis Energy Equity Disposition is prohibited
by Section 9.2 and Section 10.5 of the Credit Agreement; and



     WHEREAS, Parent and Borrower have advised Administrative Agent that (i) Genesis Energy, LLC is
the sole general partner of Genesis Energy, L.P., a Delaware limited partnership (“Genesis
Energy LP”), (ii) Genesis Energy LP has issued common units representing limited partnership
interests in Genesis Energy LP (the “Common Units”), (iii) Genesis Energy, LLC owns
2,829,055 Common Units (the “Genesis Energy Common Units”), (iv) Borrower owns 1,199,041
Common Units (the “Borrower Common Units”, and together with the Genesis Energy Common
Units, the “Genesis Energy LP Common Units”), and (v) pursuant to the Genesis PSA, on or
prior to the closing of the Genesis Energy Equity Disposition Genesis Energy, LLC will distribute
the Genesis Energy Common Units to a Credit Party (the “Genesis Energy Common Units
Transfer”); and



     WHEREAS, Parent and Borrower have advised Administrative Agent that after the Genesis Energy
Common Units Transfer, Borrower and/or the other Credit Parties may sell the Genesis Equity LP
Common Units (such sale, the “Genesis Equity LP Common Units 



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Disposition”), which Genesis Equity LP Common Units Disposition is prohibited by
Section 10.5 of the Credit Agreement; and




     WHEREAS, Parent and Borrower have requested that the Administrative Agent and Banks (i) issue
their consent to the Genesis Energy Equity Disposition and waive certain provisions of the Credit
Agreement with respect to the Genesis Energy Equity Disposition and (ii) amend the Credit Agreement
to (a) delete the provisions prohibiting the Genesis Energy Equity Disposition (or otherwise
rendered untrue after giving effect thereto) and (b) permit the Genesis Equity LP Common Units
Disposition; 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 Fifth Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as
of the Effective Date in the manner provided in this Section 1.




     1.1 Additional Definitions. Section 2.1 of the Credit Agreement shall be amended to
add thereto in alphabetical order the following definitions of “Fifth Amendment”,
“Genesis Energy LP” and “Genesis Energy LP Common Units”, which shall read in full
as follows:




     “Fifth Amendment” means that certain Fifth Amendment to
Sixth Amended and Restated Credit Agreement dated as of January 22,
2010 among Borrower, Parent, Administrative Agent and Banks.




     “Genesis Energy LP” means Genesis Energy, L.P., a
Delaware limited partnership.




     “Genesis Energy LP Common Units” means common units
representing limited partnership interests in Genesis Energy LP
owned at any time by one or more Credit Parties.



     1.2 Amendment to Definitions. The definitions of “Genesis Energy” and
“Loan Papers” contained in Section 2.1 of the Credit Agreement shall each be amended and
restated to read in full as follows:




     “Genesis Energy” means Genesis Energy, LLC, a Delaware
limited liability company and successor by conversion to Genesis
Energy, Inc., which is the general partner of Genesis.



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



     1.3 Amendment to Organizational Structure; Nature of Business Provision. Section 8.13
of the Credit Agreement is hereby amended by deleting the reference therein to “DG&M is a holding
company owning one hundred percent (100%) of the issued and outstanding Equity in Genesis Energy.”.



     1.4 Amendment to Business of Credit Parties Provision. Section 9.2 of the Credit
Agreement is hereby amended by deleting the reference therein to “DG&M will remain a holding
company owning one hundred percent (100%) of the issued and outstanding Equity in Genesis Energy.”.



     1.5 Amendment to Asset Dispositions Provision. Section 10.5 of the Credit Agreement
is hereby amended as follows:




     (a) by deleting the word “and” immediately following the words “Genesis Transaction
Documents” at the end of clause (d) thereof and replacing it with a “,”;




     (b) by adding immediately after the word “hereof” at the end of the first sentence of
Section 10.5 of the Credit Agreement a new clause (f) to read in full as follows: “, and
(f) the sale, transfer or other disposition of the Genesis Energy LP Common Units for cash
consideration in an amount at least equal to the fair market value thereof (as determined by
the Credit Parties in good faith)”; and




     (c) by adding immediately after the words “Closing Date” at the end of the second
sentence of Section 10.5 of the Credit Agreement a new proviso to read in full as follows:
“; provided, that the sale, transfer or other disposition of the Genesis
Energy LP Common Units in accordance with clause (f) of this Section 10.5 shall not
be prohibited hereby”.


Section 2. Limited Consent and Waiver. In reliance on the representations, warranties,
covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, Required Banks hereby consent to
consummation of the Genesis Energy Equity Disposition, and waive compliance by Parent and Borrower
with Section 10.5 of the Credit Agreement to the extent, but only to the extent, that the Genesis
Energy Equity Disposition violates such section of the Credit Agreement. The consent






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to the consummation of the Genesis Energy Equity Disposition and waiver of compliance by Parent and
Borrower with Section 10.5 of the Credit Agreement set forth in this Section 2 is a
limited, one-time consent and waiver, and nothing contained herein shall obligate Banks to grant
any additional or future consent or waiver with respect to, or in connection with, any provisions
of the Credit Agreement or any other Loan Paper.



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




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



     3.2 Genesis PSA. Administrative Agent shall have received from Borrower a true and
complete copy of the fully-executed Genesis PSA, together with any disclosure schedules delivered
pursuant thereto and evidence that on or prior to the closing of the Genesis Energy Equity
Disposition Genesis Energy has distributed the Genesis Energy Common Units to a Credit Party, in
each case in form and substance reasonably satisfactory to Administrative Agent.



     3.3 No Material Adverse Effect. There shall not have occurred since December 31, 2008
any events that, individually or in the aggregate, have had a Material Adverse Effect.



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



     3.5 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 Fifth Amendment
and the transactions contemplated hereby.


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




     4.1 Reaffirm Existing Representations and Warranties. Each representation and
warranty of Parent and Borrower contained in the Credit Agreement and the other Loan Papers is true
and correct 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.



     4.2 Due Authorization; No Conflict. The execution, delivery and performance by Parent
and Borrower of this Fifth 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.



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     4.3 Validity and Enforceability. This Fifth 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 5. Miscellaneous.




     5.1 Reaffirmation of Loan Papers. Any and all of the terms and provisions of the
Credit Agreement and the Loan Papers shall, except as amended and modified hereby, remain in full
force and effect. The amendments contemplated hereby shall not limit or impair any Liens securing
the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations
as they may be increased pursuant hereto.



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



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



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



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



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



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



[Signature Pages to Follow]









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	 	PARENT:



DENBURY RESOURCES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 
	 	BORROWER:



DENBURY ONSHORE, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.








 









 









     Each of the undersigned (i) consent and agree to this Fifth 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/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 
	 	DENBURY OPERATING COMPANY,

a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 
	 	TUSCALOOSA ROYALTY FUND LLC,

a Mississippi limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 
	 	DENBURY GATHERING & MARKETING, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	DENBURY NEW FRONTIERS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 
	 	DENBURY GREEN PIPELINE-TEXAS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Chief Financial Officer 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.









 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT/BANK:



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Bank

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



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

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	 	BANKS:


FORTIS CAPITAL CORP.

	 
	 	By:  	/s/ Mei Wan Tong
 	 
	 	 	Mei Wan Tong 	 
	 	 	Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Greg Smothers
 	 
	 	 	Greg Smothers 	 
	 	 	Director 	 
	 



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Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:



CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Mark A. Roche
 	 
	 	 	Mark A. Roche 	 
	 	 	Managing Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Sharada Manne
 	 
	 	 	Sharada Manne 	 
	 	 	Director 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

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	 	BANKS:



COMERICA BANK

 	 
	 	By:  	/s/ V. Mark Fuqua
 	 
	 	 	V. Mark Fuqua 	 
	 	 	Senior Vice President 	 
	 



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	 	BANKS:



UNION BANK, N.A.

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Alison Fuqua 	 
	 	 	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Sean Murphy
 	 
	 	 	Sean Murphy 	 
	 	 	Senior Vice President 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

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	 	BANKS:



BANK OF AMERICA, N.A.

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



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	 	BANKS:



BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Karen Weich
 	 
	 	 	Karen Weich 	 
	 	 	Vice President 	 
	 



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	 	BANKS:



COMPASS BANK

 	 
	 	By:  	/s/ Christopher S. Parada
 	 
	 	 	Christopher S. Parada 	 
	 	 	Senior Vice President 	 
	 



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	 	BANKS:



WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Thomas E. Stelmar, Jr.
 	 
	 	 	Thomas E. Stelmar, Jr. 	 
	 	 	AVP / Portfolio Manager 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

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	 	BANKS:



THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ David G. Mills
 	 
	 	 	David G. Mills 	 
	 	 	Managing Director 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

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	 	BANKS:



KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Todd Coker
 	 
	 	 	Todd Coker 	 
	 	 	AVP 	 
	 



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Fifth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:



U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Daria Mahoney 	 
	 	 	Vice President 	 
	 



[Signature Page]

Fifth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.