exv10wh









Exhibit 10(h)




SIXTH AMENDMENT TO SIXTH AMENDED

AND RESTATED CREDIT AGREEMENT 





     This Sixth Amendment to Sixth Amended and Restated Credit Agreement (this “Sixth
Amendment”) is entered into effective as of the 29th 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, including, to the extent applicable, after giving effect to the amendments set forth in
Section 1 of this Sixth Amendment); 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 Encore Acquisition Company, a Delaware corporation (“Encore”),
have entered into that certain Agreement and Plan of Merger dated as of October 31, 2009 (the
“Encore Merger Agreement”), pursuant to which Encore will merge with and into Parent (with
Parent as the surviving party) (the “Encore Merger”); and



     WHEREAS, Parent and Borrower have advised Administrative Agent of the following (collectively,
the “2010 Senior Subordinated Notes Transactions”):




     (1) that in contemplation of, and to partially finance, the Encore Merger, Parent
intends to issue up to $1,250,000,000 of unsecured senior subordinated notes, which issuance
of Debt is prohibited by Section 10.1 of the Credit Agreement; and




     (2) that Borrower and each Restricted Subsidiary will each enter into a Guarantee to
act as a guarantor of Parent’s obligations under such unsecured senior subordinated notes,
which Guarantees are prohibited by Section 10.1 of the Credit Agreement; and




     (3) that Parent intends to deposit and hold the proceeds of such unsecured senior
subordinated notes, together with certain other amounts payable by Parent in connection
therewith, in one or more securities escrow accounts of Parent held by an escrow agent,
which securities escrow accounts and such amounts held therein shall be pledged to the
unsecured senior subordinated notes trustee, for the sole benefit of such trustee and the
holders of the unsecured senior subordinated notes (collectively, the



1









 







“Escrow Transactions”), which Escrow Transactions are prohibited by Section
10.3 of the Credit Agreement; and




     (4) that in the event the Encore Merger Agreement is terminated in accordance with its
terms prior to the consummation of the Encore Merger, including, without limitation, as a
result of the Encore Merger not being consummated on or prior to May 31, 2010 for any
reason, Parent will redeem such unsecured senior subordinated notes in full, which payment
is prohibited by Section 10.2 of the Credit Agreement; and



     WHEREAS, Parent and Borrower have requested that the Administrative Agent and Banks amend
certain provisions of the Credit Agreement to permit the 2010 Senior Subordinated Notes
Transactions; and



     WHEREAS, subject to and upon the terms and conditions set forth herein, Banks have agreed to
Parent’s and Borrower’s requests.



     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, Parent, Borrower, Administrative Agent and Banks hereby agree as
follows:


Section 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Sixth 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 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 “2010 Notes Rate Cap”,
“2010 Notes Trustee”, “2010 Senior Subordinated Notes”, “2010 Senior
Subordinated Notes Debt”, “2010 Senior Subordinated Notes Documents”, “Encore”,
“Encore Merger”, “Encore Merger Agreement”, “Encore Merger Outside Date”,
“Encore Merger Termination Date”, “Escrow Account”, “Escrow Agent”,
“Escrow Agreement”, “Escrow Amount” and “Sixth Amendment”, which shall read
in full as follows:




     “2010 Notes Rate Cap” means an interest rate that shall
not exceed (a) fifteen percent (15%) per annum if Parent has a
corporate rating of at least BB- from Standard & Poor’s Ratings
Group and Ba3 from Moody’s Investors Service, Inc. (in each case
with stable outlook or better), (b) sixteen percent (16%) per annum
if Parent has a corporate rating of B+ from Standard & Poor’s
Ratings Group and B1 from Moody’s Investors Service, Inc. (in each
case with stable outlook or better) or (c) seventeen percent (17%)
if Parent has a corporate rating below B+ from Standard & Poor’s
Ratings Group or B1 from Moody’s Investors Service, Inc. (in each
case with stable outlook or better).




     “2010 Notes Trustee” means Wells Fargo Bank, N.A., or
another trustee reasonably acceptable to Administrative Agent.



2









 






     “2010 Senior Subordinated Notes” means senior
subordinated notes proposed to be issued by Parent in an aggregate
amount not exceeding $1,250,000,000 and which satisfy each of the
following criteria: (a) an interest rate at or below the 2010 Notes
Rate Cap; (b) a maturity date no earlier than 8 years after date of
issuance; (c) no requirement for amortization, mandatory prepayment,
mandatory redemption or other obligation of Parent to repay, prepay,
repurchase or redeem such senior subordinated notes prior to the
earlier of (i) the Encore Merger Termination Date, (ii) the
occurrence of an event of default which continues beyond any
applicable cure period, (iii) the eighth (8th) anniversary of the
date of issuance, or (iv) the occurrence of any “change of control”;
(d) unsecured (except by the Escrow Account and the Escrow Amount);
(e) contractually subordinated to the Obligations on terms and
conditions substantially similar to those contained in the Permitted
Subordinate Debt Documents; (f) issued on or prior to the Encore
Merger Termination Date; and (g) requirement that, in the event the
Encore Merger Termination Date occurs, a mandatory prepayment or
mandatory redemption of all of such senior subordinated notes shall
be made within ten (10) Domestic Business Days of the Encore Merger
Termination Date.




     “2010 Senior Subordinated Notes Debt” means subordinate
unsecured Debt of Parent resulting from the issuance of the 2010
Senior Subordinated Notes.




     “2010 Senior Subordinated Notes Documents” means the
indenture, senior subordinated notes, all guarantees of any such
notes, and all other agreements, documents and/or instruments
executed and delivered by Parent or any other Credit Party in
connection with, or pursuant to, Parent’s issuance of the 2010
Senior Subordinated Notes, including, without limitation, the Escrow
Agreement.




     “Encore” means Encore Acquisition Company, a Delaware
corporation.




     “Encore Merger” means the merger of Encore with and
into Parent (with Parent as the surviving entity) pursuant to and in
accordance with the Encore Merger Agreement.




     “Encore Merger Agreement” means that certain Agreement
and Plan of Merger dated as of October 31, 2009.




     “Encore Merger Outside Date” means May 31, 2010.



3









 






     “Encore Merger Termination Date” means the earlier of
(a) the Encore Merger Outside Date and (b) the date on which the
Encore Merger Agreement is terminated in accordance with its terms.




     “Escrow Account” means, collectively, one or more
securities escrow accounts of Parent established pursuant to the
Escrow Agreement, held by the Escrow Agent, and pledged to 2010
Notes Trustee for its benefit and the benefit of the holders of the
2010 Senior Subordinated Notes.




     “Escrow Agent” means Wells Fargo Bank, N.A., or another
escrow agent reasonably acceptable to Administrative Agent.




     “Escrow Agreement” means an escrow and security
agreement entered into by and among Parent, Escrow Agent and 2010
Notes Trustee in connection with the issuance of the 2010 Senior
Subordinated Notes.




     “Escrow Amount” means amounts that may, from time to
time prior to the Encore Merger Termination Date, be deposited by
Parent into the Escrow Account, which amounts deposited in the
aggregate shall not exceed the sum of (a) the principal amount of
the 2010 Senior Subordinated Notes plus (b) the amount of
any interest, and any other customary amounts, which shall accrue
and be payable by Parent on, under and in connection with the 2010
Senior Subordinated Notes prior to a mandatory redemption thereof
following the Encore Merger Termination Date.




     “Sixth Amendment” means that certain Sixth Amendment to
Sixth Amended and Restated Credit Agreement dated as of January 29,
2010 among Borrower, Parent, Administrative Agent and Banks.



     1.2 Amendment to Definition. The definition of “Loan Papers” contained in
Section 2.1 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 Fifth Amendment, the Sixth 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



4









 







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 Compliance with Laws and Documents Provision. Section 9.8 of the
Credit Agreement is hereby amended as follows:




     (a) by deleting the word “and” immediately following the words “is a party,” at the end
of clause (b) thereof and replacing it with a “,”; and




     (b) by adding immediately after the word “party” at the end of clause (c) thereof a new
clause (d) to read in full as follows:




     “, and (d) all 2010 Senior Subordinated Notes Documents to
which any Credit Party is a party”.



     1.4 Amendment to Affirmative Covenants Article. Article IX of the Credit Agreement is
hereby amended by adding a new Section 9.15 thereto to read in full as follows:




     “Section 9.15 2010 Senior Subordinated Notes
Documents. Parent and Borrower will, promptly following the
issuance of the 2010 Senior Subordinated Notes, provide to
Administrative Agent (a) a true, correct and complete copy,
certified by an Authorized Officer of Parent, of the indenture
executed among Parent, the other Credit Parties party thereto and
2010 Notes Trustee, pursuant to which the 2010 Senior Subordinated
Notes are issued, together with all exhibits and schedules thereto,
and (b) a true, correct and complete copy, certified by an
Authorized Officer of Parent, of the Escrow Agreement, together with
all exhibits and schedules thereto, which Escrow Agreement shall be
in form and substance acceptable to the Administrative Agent.”



     1.5 Amendment to Incurrence of Debt Provision. Section 10.1 of the Credit Agreement
is hereby amended by deleting clause (b) and clause (d) therein in their entirety and replacing
such clauses with the following:




     “(b) without duplication, Parent may incur, assume, become
and/or remain liable for (i) Permitted Subordinate Debt and
(ii) 2010 Senior Subordinated Notes Debt until the earlier to occur
of (1) the consummation of the Encore Merger and (2) the date that
is ten (10) Domestic Business Days following the Encore Merger
Termination Date,”




     “(d) Parent, Borrower or any Restricted Subsidiary may incur,
become and remain liable for Permitted Subordinate Debt and Debt
incurred by Parent pursuant to the issuance of the 2010 Senior
Subordinated Notes as a guarantor; provided, that
(A) such



5









 







Guarantees of Permitted Subordinate Debt and/or 2010 Senior
Subordinated Notes Debt shall be subordinated to the Obligations
pursuant to subordination provisions approved by Required Banks,
such approval not to be unreasonably withheld, and (B) prior to the
execution and delivery by any Restricted Subsidiary of any Guaranty
of Permitted Subordinate Debt and/or 2010 Senior Subordinated Notes
Debt, as applicable, such Restricted Subsidiary shall have executed
and delivered to Administrative Agent for the ratable benefit of
Banks a Facility Guaranty, and all the Equity of such Restricted
Subsidiary owned by any Credit Party shall have been pledged to
Administrative Agent pursuant to a Parent Pledge Agreement or a
Subsidiary Pledge Agreement.”



     1.6 Amendment to Restricted Payments Provision. Section 10.2 of the Credit Agreement
is hereby amended as follows:




     (a) by deleting the word “and” immediately following the words “in any Fiscal Year” at
the end of clause (c) thereof and replacing it with a “,”; and




     (b) by adding immediately after the word “thereof” at the end of clause (d) thereof a
new clause (e) to read in full as follows:




     “, and (e) in the event that the Encore Merger is not
consummated on or prior to the Encore Merger Termination Date, then
Parent may make the Restricted Payments required under the 2010
Senior Subordinated Notes Documents to redeem the 2010 Senior
Subordinated Notes in full and make all other payments owing under
the 2010 Senior Subordinated Notes Documents; provided,
that such Restricted Payments shall be made within ten (10)
Domestic Business Days of the Encore Merger Termination Date”.



     1.7 Amendment to Negative Pledge Provision. Section 10.3 of the Credit Agreement is
hereby deleted and replaced in its entirety with the following:




     “Section 10.3 Negative Pledge. Parent and Borrower
will not, nor will Parent and/or Borrower permit any other Credit
Party to, create, assume or suffer to exist any Lien on any of their
respective assets, other than (a) Permitted Encumbrances, (b)
Immaterial Title Deficiencies and (c) Liens on the Escrow Amount and
the Escrow Account in favor of 2010 Notes Trustee, for its benefit
and for the benefit of the holders of the 2010 Senior Subordinated
Notes, granted pursuant to and in accordance with the Escrow
Agreement, which Escrow Agreement shall be in form and substance
acceptable to the Administrative Agent. Parent and Borrower will
not, nor will Parent and/or Borrower permit any other Credit Party
to, enter into or become bound by any



6









 







agreement (other than this Agreement) that prohibits or
otherwise restricts the right of Parent, Borrower or any other
Credit Party to create, assume or suffer to exist any Lien on any of
their respective assets in favor of Administrative Agent for the
ratable benefit of Banks, other than the Escrow Agreement in respect
of the Escrow Amount and the Escrow Account.”



     1.8 Amendment to Use of Proceeds Provision. Section 10.7 of the Credit Agreement is
hereby amended by adding the following sentence at the end of such section:




     “The proceeds received by Parent from the issuance of the 2010
Senior Subordinated Notes, together with any other amounts
comprising the Escrow Amount deposited into the Escrow Account
pursuant to the Escrow Agreement, will not be used by Parent,
Borrower or any other Credit Party for any purpose other than to
make Restricted Payments on the 2010 Senior Subordinated Notes on
the Encore Merger Termination Date in accordance with
Section 10.2.”



     1.9 Amendment to Negative Covenants Article. Article X of the Credit Agreement is
hereby amended by adding a new Section 10.18 thereto to read in full as follows:




     “Section 10.18 2010 Senior Subordinated Notes
Documents. Parent and Borrower will not, nor will Parent and
Borrower permit any Credit Party to amend, modify or waive any
provision of any 2010 Senior Subordinated Notes Document if the
effect of such amendment, modification or waiver (a) subjects a
Credit Party to any additional material obligation, (b) increases
the principal of the 2010 Senior Subordinated Notes or increases the
rate of interest on the 2010 Senior Subordinated Notes to a rate in
excess of the 2010 Notes Rate Cap, (c) accelerates the date fixed
for any payment of principal or interest on the 2010 Senior
Subordinated Notes to a date sooner than Encore Merger Termination
Date, or (d) would change the percentage of holders of the 2010
Senior Subordinated Notes required for any such amendment,
modification or waiver from the percentage required on the date of
issuance of the 2010 Senior Subordinated Notes.”


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




     2.1 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, telecopy, or other written
confirmation from such party of execution of a counterpart hereof by such party).



7









 





     2.2 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.



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



     2.4 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 Sixth Amendment
and the transactions contemplated hereby.


Section 3. Representations and Warranties. To induce Banks and Administrative Agent to
enter into this Sixth Amendment, Parent and Borrower hereby jointly and severally represent and
warrant to Banks and Administrative Agent as follows:




     3.1 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.



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



     3.3 Validity and Enforceability. This Sixth 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.



     3.4 Encore Merger Documents. Borrower has provided to Administrative Agent a true and
correct copy of the material Encore Merger Documents. No rights or obligations of any party to any
of the Encore Merger Documents have been waived and no party to any of the Encore Merger Documents
is in default of its obligations or in breach of any representations or warranties made thereunder.
Each of the Encore Merger Documents is a valid, binding and enforceable obligation of each party
thereto in accordance with its terms and is in full force and effect.



Section 4. Miscellaneous.




     4.1 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



8









 




securing the Obligations, each of which are hereby ratified, affirmed and extended to secure
the Obligations as they may be increased pursuant hereto.




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



     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 Sixth Amendment and all related documents.



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



     4.5 Complete Agreement. THIS SIXTH 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.



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



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



[Signature Pages to Follow]









9









 











	 	 	 	 	 
	 	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 	 
	 



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 









     Each of the undersigned (i) consent and agree to this Sixth 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 	 
	 



[Signature Page]

Sixth 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 	 
	 



[Signature Page]

Sixth 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/ Kimbery A. Bourgeois
 	 
	 	 	Kimberly A. Bourgeois, 	 
	 	 	Senior Vice President 	 
	 



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



FORTIS CAPITAL CORP.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



CALYON NEW YORK BRANCH

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



COMERICA BANK

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



UNION BANK, N.A.

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Alison Fuqua 	 
	 	 	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Whitney Randolph
 	 
	 	 	Whitney Randolph 	 
	 	 	Vice President 	 
	 



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



BANK OF AMERICA, N.A.

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



BANK OF SCOTLAND PLC

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



COMPASS BANK

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



WELLS FARGO BANK, N.A.

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



THE BANK OF NOVA SCOTIA

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



[Signature Page]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	BANKS:



KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Todd Coker
 	 
	 	 	Todd Coker 	 
	 	 	AVP 	 
	 



[Signature Page]

Sixth 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]

Sixth Amendment to Sixth Amended and Restated Credit Agreement

Denbury Resources Inc.