DNR - 2012.12.31 - EX 10k






Exhibit 10(k)


TENTH AMENDMENT TO CREDIT AGREEMENT 


This Tenth Amendment to Credit Agreement (this “Tenth Amendment”) is entered into as of January 18, 2013 (the “Tenth Amendment Effective Date”), 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 Tenth 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 requested that Banks amend certain provisions contained in the Credit Agreement for purposes of clarifying and confirming the intent of the parties with respect to such provisions; and


WHEREAS, subject to and upon the terms and conditions set forth herein, Executing Banks have agreed to Borrower's requests and to enter into this Tenth Amendment;


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 Executing Banks hereby agree as follows:


Section 1.    Amendments to Credit Agreement.  In reliance on the representations, warranties, covenants and agreements contained in this Tenth Amendment, and subject to the satisfaction or waiver of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be amended effective as of the Tenth Amendment Effective Date in the manner provided in this Section 1.


1.1    Additional Definition.  Section 1.1 of the Credit Agreement shall be amended to add thereto in alphabetical order the following definition of “Tenth Amendment” which shall read in full as follows:


“Tenth Amendment” means that certain Tenth Amendment to Credit Agreement dated as of January 18, 2013 among Borrower, Administrative Agent and Banks party thereto.


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 Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth 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 Incurrence of Debt Provision.  Subsection 9.1(d) of the Credit Agreement shall be amended and restated in its entirety to read in full as follows:



1






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


(i)    (A)    the sum of the aggregate principal amount of Refinancing Debt plus the Permitted Subordinate Debt (other than, without duplication, Additional Permitted Subordinate Debt and any Permitted Subordinate Debt for which Refinancing Debt represents a refinancing or replacement of such Permitted Subordinate Debt) then outstanding at any time after the Fourth Amendment Effective Date may not exceed (B) the sum of the aggregate principal amount of Permitted Subordinate Debt outstanding on the Fourth Amendment Effective Date plus any customary out-of-pocket costs, fees and expenses reasonably incurred by Borrower or Onshore, as applicable, in connection with the issuance of Refinancing Debt plus accrued and unpaid interest on Debt being refinanced and paid in connection with any issuance of Refinancing Debt; and


(ii)    (A)    the sum of the aggregate principal amount of Refinancing Debt plus the Permitted Subordinate Debt (other than Permitted Subordinate Debt for which Refinancing Debt represents a refinancing or replacement of such Permitted Subordinate Debt) then outstanding at any time after the Fourth Amendment Effective Date may not exceed (B) the sum of the aggregate principal amount of Permitted Subordinate Debt outstanding on the Fourth Amendment Effective Date plus any customary out-of-pocket costs, fees and expenses reasonably incurred by Borrower or Onshore, as applicable, in connection with the issuance of Refinancing Debt plus accrued and unpaid interest on Debt being refinanced and paid in connection with any issuance of Refinancing Debt plus $650,000,000;


Section 2.    Conditions Precedent to Amendment.  Subject to the satisfaction (or waiver) of the following conditions, the amendments to the Credit Agreement contained in Section 1 hereof shall be effective on the Tenth Amendment Effective Date:


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


2.2    No Default; No Borrowing Base Deficiency.  After giving effect to the amendments set forth in Section 1 hereof, no Default or Event of Default shall have occurred which is continuing, and no Borrowing Base Deficiency then exists.


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


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


3.1    Reaffirm Existing Representations and Warranties.  After giving effect to the amendments set forth in Section 1, 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 Tenth Amendment Effective Date, except that any representation or warranty that is qualified by “material” or “Material Adverse Effect” references therein shall be true and correct in all respects.


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



2






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


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


Section 4.    Miscellaneous.


4.1    No Waivers.  No failure or delay on the part of Administrative Agent or Banks to exercise any right or remedy under the Credit Agreement, any other Loan Papers or applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Loan Papers and applicable law.


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


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 Tenth Amendment and all related documents.


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


4.5    Counterparts.  This Tenth Amendment may be executed in counterparts (including, without limitation, by electronic signature), and all parties need not execute the same counterpart; however, no party shall be bound by this Tenth Amendment until Borrower, Majority Banks and each Restricted Subsidiary have executed a counterpart.  Facsimiles and counterparts executed by electronic signature shall be effective as originals.


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


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


4.8    Governing Law.  THIS TENTH 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 Tenth Amendment to be duly executed by their respective authorized officers on the date and year first above written.


[Signature Pages to Follow]

3










	
			
	 
	BORROWER:

	 
	 
	 

	 
	DENBURY RESOURCES INC.,

	 
	a Delaware corporation

	 
	 
	 

	 
	By:
	  /s/ James S. Matthews

	 
	 
	  James S. Matthews,

	 
	 
	  Vice President and General Counsel









[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






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


	
		
	 
	DENBURY GATHERING & MARKETING, INC.,

	 
	a Delaware corporation

	 
	 

	 
	DENBURY HOLDINGS, INC.,

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

	 
	 

	 
	DENBURY OPERATING COMPANY,

	 
	a Delaware corporation (f/k/a EAP Properties, Inc. and successor-by-merger to a previous "Denbury Operating Company")

	 
	 

	 
	DENBURY ONSHORE, LLC,

	 
	a Delaware limited liability company

	 
	 

	 
	DENBURY PIPELINE HOLDINGS, LLC,

	 
	a Delaware limited liability company

	 
	 

	 
	DENBURY GREEN PIPELINE-TEXAS, LLC,

	 
	a Delaware limited liability company

	 
	 

	 
	DENBURY GULF COAST PIPELINES, LLC,

	 
	a Delaware limited liability company

	 
	 

	 
	GREENCORE PIPELINE COMPANY LLC,

	 
	a Delaware limited liability company

	 
	 

	 
	DENBURY AIR, LLC.

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






	
			
	 
	By:
	  /s/ James S. Matthews

	 
	 
	  James S. Matthews,

	 
	 
	  Vice President and General Counsel





[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	ADMINISTRATIVE AGENT/BANK:

	 
	 

	 
	JPMORGAN CHASE BANK, N.A.,

	 
	as Administrative Agent and a Bank

	 
	 
	 

	 
	By:
	  /s/ Mark E. Olson

	 
	 
	  Mark E.Olson,

	 
	 
	  Authorized Officer





[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	BANK OF AMERICA, N.A.

	 
	 

	 
	By:
	/s/ Sandra Serie

	 
	Name:
	Sandra Serie

	 
	Title:
	Vice President











[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	WELLS FARGO BANK, N.A.

	 
	 

	 
	By:
	/s/ Tom K Martin

	 
	Name:
	Tom K Martin

	 
	Title:
	Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	THE BANK OF NOVA SCOTIA

	 
	 

	 
	By:
	/s/ Terry Donovan

	 
	Name:
	Terry Donovan

	 
	Title:
	Managing Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

	 
	 

	 
	By:
	/s/ Vipul Dhadda

	 
	Name:
	Vipul Dhadda

	 
	Title:
	Vice President

	 
	 
	 

	 
	By:
	/s/ Wei-Jen Yuan

	 
	Name:
	Wei-Jen Yuan

	 
	Title:
	Associate















[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	ROYAL BANK OF CANADA

	 
	 

	 
	By:
	/s/ Jay T. Sartain

	 
	Name:
	Jay T. Sartain

	 
	Title:
	Authorized Signatory













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	UBS AG, STAMFORD BRANCH

	 
	 

	 
	By:
	/s/ Lana Gifas

	 
	Name:
	Lana Gifas

	 
	Title:
	Director

	 
	 
	 

	 
	By:
	/s/ Joselin Fernandes

	 
	Name:
	Joselin Fernandes

	 
	Title:
	Associate Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	UNION BANK, N.A.

	 
	 

	 
	By:
	/s/ David Carter

	 
	Name:
	David Carter

	 
	Title:
	Investment Banking Officer













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a CALYON NEW YORK BRANCH)

	 
	 

	 
	By:
	/s/ David Gurghigian

	 
	Name:
	David Gurghigian

	 
	Title:
	Managing Director

	 
	 
	 

	 
	By:
	/s/ Michael Willis

	 
	Name:
	Michael Willis

	 
	Title:
	Managing Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	BANK OF SCOTLAND plc

	 
	 

	 
	By:
	/s/ Dennis McClellan

	 
	Name:
	Dennis McClellan

	 
	Title:
	Assistant Vice President













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	COMPASS BANK

	 
	 

	 
	By:
	/s/ Umar Hassan

	 
	Name:
	Umar Hassan

	 
	Title:
	Vice President













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	CAPITAL ONE NATIONAL ASSOCIATION,

	 
	formerly known as Capital One, N.A.

	 
	 
	 

	 
	By:
	/s/ Peter Shen

	 
	Name:
	Peter Shen

	 
	Title:
	Vice President











[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	COMERICA BANK

	 
	 
	 

	 
	By:
	/s/ John S. Lesikar

	 
	Name:
	John S. Lesikar

	 
	Title:
	Vice President













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	ING CAPITAL LLC

	 
	 
	 

	 
	By:
	/s/ Juli Bieser

	 
	Name:
	Juli Bieser

	 
	Title:
	Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	SUNTRUST BANK

	 
	 
	 

	 
	By:
	/s/ Mark Ames

	 
	Name:
	Mark Ames

	 
	Title:
	Managing Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	CIBC, INC.

	 
	 
	 

	 
	By:
	/s/ Richard Antl

	 
	Name:
	Richard Antl

	 
	Title:
	Authorized Signatory

	 
	 
	 

	 
	By:
	/s/ Gordon R. Eadon

	 
	Name:
	Gordon R. Eadon

	 
	Title:
	Managing Director











[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	KEYBANK NATIONAL ASSOCIATION

	 
	 
	 

	 
	By:
	/s/ Paul J. Pace

	 
	Name:
	Paul J. Pace

	 
	Title:
	Senior Vice President













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	U.S. BANK NATIONAL ASSOCIATION

	 
	 
	 

	 
	By:
	/s/ Daria Mahoney

	 
	Name:
	Daria Mahoney

	 
	Title:
	Vice President













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	SUMITOMO MITSUI BANKING CORPORATION

	 
	 
	 

	 
	By:
	/s/ Shuji Yabe

	 
	Name:
	Shuji Yabe

	 
	Title:
	Managing Director













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	FIFTH THIRD BANK

	 
	 
	 

	 
	By:
	/s/ Richard Butler

	 
	Name:
	Richard Butler

	 
	Title:
	Senior Vice President













[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	COMERICA BANK, successor by merger
with STERLING BANK, a Texas banking
Association, as a Lender

	 
	 
	 

	 
	By:
	/s/ John S. Lesikar

	 
	Name:
	John S. Lesikar

	 
	Title:
	Vice President















[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.






	
			
	 
	BANKS:

	 
	 

	 
	GOLDMAN SACHS LENDING PARTNERS LLC

	 
	 
	 

	 
	By:
	/s/ Barbara Fabbri

	 
	Name:
	Barbara Fabbri

	 
	Title:
	Authorized Signatory







[Signature Page]
Tenth Amendment to Credit Agreement
Denbury Resources Inc.