exv10w1






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT 




     This First Amendment to Credit Agreement (this “First Amendment”) is entered into
as of May 13, 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 (hereinafter collectively
referred to as “Executing Banks”, and each individually, an “Executing 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 (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 First Amendment);



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



     WHEREAS, pursuant to the Quantum Purchase and Sale Agreement, Encore Operating LP has agreed
to sell, and Quantum Resources Management, LLC has agreed to purchase, the Quantum Assets (such
transaction, the “Quantum Sale”);



     WHEREAS, Borrower has advised Administrative Agent and Banks that the loss of gas production
as a result of the Quantum Sale may cause the Credit Parties to have (a) hedged more than 100% of
their reasonably anticipated projected production from Proved Mineral Interests of gas as
prohibited by Section 9.11(a)(i) of the Credit Agreement, and (b) total production of gas that is
less than the aggregate amount of gas which is the subject of Oil and Gas Hedge Transactions as
prohibited by Section 9.11(b)(ii) of the Credit Agreement (collectively, the “Temporary Gas
Hedging Noncompliance”), in each case during the period commencing on the effective date of the
Quantum Sale and continuing through and including December 31, 2010 (such period, the
“Specified Period”), which Temporary Gas Hedging Noncompliance is also prohibited by
Section 9.17 of the Credit Agreement;



     WHEREAS, Borrower has requested that Banks (a) amend certain terms of the Credit Agreement to
(i) permit the Quantum Sale, (ii) expressly permit a future sale of the Credit Parties’ existing
assets located in the natural gas field commonly referred to as the Haynesville Shale and (iii)
make certain other changes thereto as more specifically described herein, and (b) provide a limited
waiver of any Temporary Gas Hedging Noncompliance that may occur during the Specified Period;



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



     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



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are hereby acknowledged and confessed, Borrower, Administrative Agent and Executing Banks
hereby agree as follows:



Section 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this First 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 1.1 of the Credit Agreement shall be amended to
add thereto in alphabetical order the following definitions of “First Amendment”,
“Haynesville Assets”, “Quantum Assets” and “Quantum Purchase and Sale
Agreement”, which shall read in full as follows:




     “First Amendment” means that certain First Amendment to
Credit Agreement dated as of May 13, 2010 among Borrower,
Administrative Agent and Banks party thereto.




     “Haynesville Assets” means the Mineral Interests and
related assets located in the natural gas field commonly referred to
as the “Haynesville Shale” in northwest Louisiana and northeast
Texas owned by Borrower and the other Credit Parties as of May 13,
2010.




     “Quantum Assets” means the “Assets” as defined in and
to be sold pursuant to the Quantum Purchase and Sale Agreement.




     “Quantum Purchase and Sale Agreement” means that
certain Purchase and Sale Agreement dated as of March 31, 2010,
between Encore Operating LP, as seller, and Quantum Resources
Management, LLC, as buyer, as amended, supplemented or modified from
time to time in compliance with Section 9.6.



     1.2 Amendment to Definition. The definition of “Loan Papers” 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 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.



     1.3 Amendment to Commitments Provision. The first paragraph of Section 2.1(b) of the
Credit Agreement shall be amended by adding the following sentence at the end of such paragraph:



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     The applicable Letter of Credit Fees and Letter of Credit Fronting Fees payable with
respect to any Letter of Credit shall be computed based on the number of actual days elapsed
assuming that each calendar year consisted of 360 days.



     1.4 Amendment to Mineral Interests Provision. Section 7.9(a) of the Credit Agreement
shall be amended to read in full as follows:




     (a) Each Credit Party (as applicable) has good and defensible title to all Mineral
Interests described in the Reserve Report (other than any such Mineral Interests sold
pursuant to an “asset disposition” (as defined in Section 9.5(c)) permitted pursuant
to Section 9.5), including, without limitation, all Borrowing Base Properties, free
and clear of all Liens except Permitted Encumbrances and Immaterial Title Deficiencies.



     1.5 Further Amendment to Mineral Interests Provision. Section 7.9(c) of the Credit
Agreement shall be amended by adding the following sentence at the end of such section:




     For the avoidance of doubt, any reference to “Proved Mineral Interests described in the
Reserve Report” and “Proved Producing Mineral Interests described in the Reserve Report” in
this clause (c) shall be deemed not to include any such Proved Mineral Interests or any such
Proved Producing Mineral Interests that have, since the date of the most recent Reserve
Report, been sold pursuant to an “asset disposition” (as defined in Section 9.5(c))
permitted pursuant to Section 9.5.



     1.6 Amendment to Title Data Provision. Section 8.4(a) of the Credit Agreement shall
be amended by deleting the phrase “within 30 days after the date hereof” and replacing such phrase
with “on or prior to November 1, 2010”.



     1.7 Amendment to Restricted Payments Provision. Clause (h) of Section 9.2 of the
Credit Agreement shall be amended to read in full as follows:




     (h) Any Credit Party may make Restricted Payments to any Unrestricted Subsidiary so
long as such Restricted Payments (i) constitute Permitted Investments under clause (f) or
clause (g) of the definition of Permitted Investments or (ii) are in the form of capital
contributions resulting from “asset dispositions” (as defined in Section 9.5(c))
otherwise permitted pursuant to Sections 9.5(b), (c) and (h); and



     1.8 Amendment to Asset Dispositions Provision. Clause (b) of Section 9.5 of the
Credit Agreement shall be amended to read in full as follows:




     (b) the sale of the Quantum Assets on or prior to November 1, 2010 pursuant to the
Quantum Purchase and Sale Agreement and the contemporaneous termination of Oil and Gas Hedge
Transactions solely to the extent covering such anticipated volumes of gas production sold
pursuant to the Quantum Purchase and Sale Agreement as are necessary to maintain compliance
with Sections 9.11(a)(i), 9.11(b)(ii) and 9.17, provided,
that:




     (i) no Default or Event of Default exists or would exist after giving effect to
such sale and termination;



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     (ii) the Outstanding Credit at the time of such sale and termination does not
exceed the Borrowing Base at such time;




     (iii) 100% of the consideration received in respect of such sale shall be cash;
and




     (iv) the Net Proceeds received in respect of such sale and termination are
applied immediately upon receipt to the repayment of the Obligations in accordance
with Section 3.2 (other than the amount then owing, if any, under then
outstanding Taxable Industrial Development Revenue Bonds issued by Mississippi
Business Finance Corporation pursuant to the Bond Documents);



     1.9 Further Amendment to Asset Dispositions Provision. Clause (c) of Section 9.5 of
the Credit Agreement shall be amended to delete the phrase “an asset disposition or the termination
of any Hedge Agreement in respect of commodities” and replace such phrase with the following:




a sale, lease, transfer, abandonment, exchange or other disposition (including
Casualty Events) of other assets (including Mineral Interests) (in each case, an
“asset disposition”) or the termination of any Hedge Agreement in respect of
commodities



     1.10 Further 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 (f) thereof,
(b) delete the period at the end of clause (g) thereof, (c) replace such period with “; and”, and
(d) add a new clause (h) to the end thereof as follows:




     (h) the sale of Haynesville Assets on or prior to November 1, 2010 and the
contemporaneous termination of Oil and Gas Hedge Transactions solely to the extent covering
such anticipated volumes of gas production related to the Haynesville Assets then sold as
are necessary to maintain compliance with Sections 9.11(a)(i), 9.11(b)(ii)
and 9.17, provided, that:




     (i) no Default or Event of Default exists or would exist after giving effect to
such sale and termination;




     (ii) the Outstanding Credit at the time of such sale and termination does not
exceed the Borrowing Base at such time;




     (iii) 100% of the consideration received in respect of such sale shall be cash;




     (iv) the consideration received in respect of such sale shall be equal to or
greater than the fair market value of such Haynesville Assets (as determined by the
Credit Parties in good faith);




     (v) Administrative Agent shall have received a list of all such Haynesville
Assets being sold in form and substance acceptable to Administrative



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Agent at least 10 Domestic Business Days prior to the closing of such sale and
Administrative Agent shall have approved such list in writing; and




     (vi) the Net Proceeds received in respect of such sale and termination are
applied immediately upon receipt to the repayment of the Obligations in accordance
with Section 3.2 (other than the amount then owing, if any, under then
outstanding Taxable Industrial Development Revenue Bonds issued by Mississippi
Business Finance Corporation pursuant to the Bond Documents);



     1.11 Amendment to Restricted Amendments Provision. Section 9.6 of the Credit
Agreement shall be amended to add the following sentence to the end thereof:




In addition, Borrower will not, nor will Borrower permit any other Credit Party to,
enter into or permit any modification or amendment of, or waive any material right
or obligation of any Person under, the Quantum Purchase and Sale Agreement;
provided, that, such modifications or amendments may be made without
the consent of Majority Banks if such modifications or amendments (i) do not,
directly or indirectly, affect the defined term “Assets” therein or result in
additional Borrowing Base Properties being sold pursuant thereto (other than any
such modifications or amendments that remove assets or properties from the defined
term “Assets” therein), (ii) individually or in the aggregate, are not materially
adverse to the rights of Administrative Agent or Banks, and (iii) individually or in
the aggregate, do not materially decrease the economic benefit that Encore Operating
LP would have otherwise received pursuant to the Quantum Purchase and Sale
Agreement.


Section 2. Limited Waiver. In reliance on the representations, warranties, covenants and
agreements contained in this First Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, Banks hereby consent to the Temporary Gas Hedging
Noncompliance during the Specified Period; provided, that Borrower will not, nor will Borrower
permit any other Credit Party to, enter into any Hedge Transaction for gas during the Specified
Period unless such Hedge Transaction, together with any other existing Hedge Transactions for gas,
will not cause a violation of Sections 9.11 and 9.17 of the Credit Agreement. Borrower
acknowledges and agrees that the limited waiver set forth in this Section 2 is limited
solely to Sections 9.11(a)(i), 9.11(b)(ii) and 9.17 of the Credit Agreement and applies solely with
respect to the Temporary Gas Hedging Noncompliance during the Specified Period caused as a direct
result of the Credit Parties’ loss of gas production from the Quantum Sale. The limited waiver set
forth in this Section 2 is a limited, one-time waiver, and nothing contained herein shall
obligate Administrative Agent or Banks to grant any additional or future 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 waiver provided in Section 2 hereof shall be effective on the
date that each of the following conditions precedent is satisfied (the “Effective Date”):




     Counterparts. Administrative Agent shall have received counterparts hereof duly
executed by Borrower and Majority Banks and acknowledged by each Restricted Subsidiary (or,



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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).




     3.1 Quantum Purchase and Sale Agreement. Administrative Agent shall have received a
copy of the Quantum Purchase and Sale Agreement, together with all attachments, exhibits and
schedules thereto, certified by an Authorized Officer of Encore Operating LP as true, correct and
complete as of the Effective Date.



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



     3.3 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 First Amendment and the
transactions contemplated hereby.


Section 4. Representations and Warranties. To induce Executing Banks and Administrative
Agent to enter into this First Amendment, Borrower hereby represents and warrants to Banks and
Administrative Agent as follows:




     4.1 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.



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



     4.3 Validity and Enforceability. This First Amendment constitutes the valid and
binding obligation of 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



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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 First 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 First Amendment and all related documents.



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



     5.5 Complete Agreement. THIS FIRST 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 First Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this First Amendment, nor affect the meaning thereof.



     IN WITNESS WHEREOF, the parties hereto have caused this First 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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	 	BORROWER:



DENBURY RESOURCES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Mark C. Allen, 	 
	 	 	Senior Vice President and Chief Financial Officer 	 
	 



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.





 











 





     Each of the undersigned (1) consent and agree to this First Amendment, and (2) 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, 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 
	 	DENBURY OPERATING COMPANY,

a Delaware corporation

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

Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TUSCALOOSA ROYALTY FUND LLC,

a Mississippi limited liability company

 	 
	 	By:  	Denbury Operating Company, its sole member
 	 
	 



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

Chief Financial Officer 	 
	 



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	DENBURY GATHERING & 

MARKETING, INC., a Delaware 

corporation

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

Chief Financial Officer 	 
	 
	 
	 	DENBURY GREEN PIPELINE-TEXAS,

LLC, a Delaware limited liability company

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

Chief Financial Officer 	 
	 
	 
	 	ENCORE OPERATING LOUISIANA, 

LLC, a Delaware limited liability company

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

Chief Financial Officer 	 
	 
	 
	 	GREENCORE PIPELINE COMPANY 

LLC, a Delaware limited liability company

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

Chief Financial Officer 	 
	 



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First Amendment to Credit Agreement

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	 	ENCORE OPERATING, L.P.,

a Texas limited partnership

 	 
	 	By:  	EAP Operating LLC, its general partner
 	 



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

Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	DENBURY ONSHORE, LLC,

a Delaware limited liability company

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

Chief Financial Officer 	 
	 
	 
	 	EAP OPERATING, LLC,

a Delaware limited liability company

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

Chief Financial Officer 	 
	 
	 
	 	EAP PROPERTIES, INC.,

a Delaware corporation

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

Chief Financial Officer 	 
	 



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First Amendment to Credit Agreement

Denbury Resources Inc.






 









 








	 	 	 	 	 
	 	DENBURY ENCORE HOLDINGS INC.,

a Delaware corporation

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

Chief Financial Officer 	 
	 



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First Amendment to Credit Agreement

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	 	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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First Amendment to Credit Agreement

Denbury Resources Inc.





 











 





	 	 	 	 	 
	 	BANKS:



BANK OF AMERICA, N.A.

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



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First Amendment to Credit Agreement

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	 	BANKS:



BNP PARIBAS

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Russell Otts
 	 
	 	 	Name:  	Russell Otts 	 
	 	 	Title:  	Director 	 
	 



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First Amendment to Credit Agreement

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	 	BANKS:



THE BANK OF NOVA SCOTIA

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



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First Amendment to Credit Agreement

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	 	BANKS:



CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Vipul Dhadda
 	 
	 	 	Name:  	Vipul Dhaddo 	 
	 	 	Title:  	Vice President 	 
	 



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First Amendment to Credit Agreement

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	 	BANKS:



ROYAL BANK OF CANADA

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



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First Amendment to Credit Agreement

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	 	BANKS:



WELLS FARGO BANK, N.A.

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



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First Amendment to Credit Agreement

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	 	BANKS:



UBS LOAN FINANCE, LLC

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



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First Amendment to Credit Agreement

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	 	BANKS:



UNION BANK, N.A.

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



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First Amendment to Credit Agreement

Denbury Resources Inc.





 











 





	 	 	 	 	 
	 	BANKS:




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

(f/k/a CALYON NEW YORK BRANCH)

 	 
	 	By:  	/s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Dixon Schultz
 	 
	 	 	Name:  	Dixon Schultz 	 
	 	 	Title:  	Director 	 
	 



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First Amendment to Credit Agreement

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	 	BANKS:




BANK OF SCOTLAND plc

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



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First Amendment to Credit Agreement

Denbury Resources Inc.




	 	 	 	 	 



 









 







	 	 	 	 	 
	 	BANKS:




COMPASS BANK

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



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First Amendment to Credit Agreement

Denbury Resources Inc.




	 	 	 	 	 



 









 








	 	 	 	 	 
	 	BANKS:




CAPITAL ONE, N.A.

 	 
	 	By:  	/s/ Scott L. Joyce
 	 
	 	 	Name:  	Scott L. Joyce 	 
	 	 	Title:  	Senior Vice President 	 
	 



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First Amendment to Credit Agreement

Denbury Resources Inc.




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	BANKS:




COMERICA BANK

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



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First Amendment to Credit Agreement

Denbury Resources Inc.




	 	 	 	 	 



 









 







	 	 	 	 	 
	 	BANKS:




ING CAPITAL LLC

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



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.




	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 












 





	 	 	 	 	 
	 	BANKS:




SUNTRUST BANK

 	 
	 	By:  	/s/ David Simpson
 	 
	 	 	Name:  	David Simpson 	 
	 	 	Title:  	Vice President 	 
	 



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First Amendment to Credit Agreement

Denbury Resources Inc.









 









 








	 	 	 	 	 
	 	BANKS:





CIBC, INC.

 	 
	 	By:  	/s/ Robert Casey
 	 
	 	 	Name:  	Robert Casey 	 
	 	 	Title:  	Executive Director 	 
	 



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First Amendment to Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:




KEYBANK NATIONAL ASSOCIATION

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



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First Amendment to Credit Agreement

Denbury Resources Inc.









 









 








	 	 	 	 	 
	 	BANKS:




U.S. BANK NATIONAL ASSOCIATION

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



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First Amendment to Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:




SUMITOMO MITSUI BANKING CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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First Amendment to Credit Agreement

Denbury Resources Inc.








 









 








	 	 	 	 	 
	 	BANKS:




FIFTH THIRD BANK

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



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.





 












 







	 	 	 	 	 
	 	BANKS:
 
	 	ALLIED IRISH BANKS p.l.c.

 	 
	 	By:  	/s/ Edward M. Fenk
 	 
	 	 	Name:  	Edward M. Fenk 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ James Giordano
 	 
	 	 	Name:  	James Giordano 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.



 









 







	 	 	 	 	 
	 	BANKS:
 
	 	STERLING BANK

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



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.



 









 







	 	 	 	 	 
	 	BANKS:
 
	 	GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ John Madrinos
 	 
	 	 	Name:  	John Makrinos 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 



[Signature Page]

First Amendment to Credit Agreement

Denbury Resources Inc.