105
Section 14.6
Survival; Revival; Reinstatement
105
Section 14.7
Limitation on Interest
106
Section 14.8
Invalid Provisions
106
Section 14.9
Assignments and Participations
107
Section 14.10
NEW YORK LAW
110
Section 14.11
Consent to Jurisdiction; Waiver of Immunities
110
iv
Page No.
Section 14.12
Counterparts; Effectiveness
111
Section 14.13
No Third Party Beneficiaries
111
Section 14.14
COMPLETE AGREEMENT
111
Section 14.15
WAIVER OF JURY TRIAL
111
Section 14.16
Confidentiality
111
Section 14.17
EXCULPATION PROVISIONS
112
Section 14.18
Collateral Matters; Hedge Agreements; Bank Products
113
Section 14.19
Nature of Relationship
113
Section 14.20
USA Patriot Act Notification
113
EXHIBITS
EXHIBIT A
FORM OF FACILITY GUARANTEE
EXHIBIT B
FORM OF PROMISSORY NOTE
EXHIBIT C
FORM OF BORROWER PLEDGE AGREEMENT
EXHIBIT D
FORM OF SUBSIDIARY PLEDGE AGREEMENT
EXHIBIT E
FORM OF REQUEST FOR BORROWING
EXHIBIT F
FORM OF REQUEST FOR LETTER OF CREDIT
EXHIBIT G
FORM OF NOTICE OF CONTINUATION OR CONVERSION
EXHIBIT H
FORM OF CERTIFICATE OF OWNERSHIP INTERESTS
EXHIBIT I
FORM OF CERTIFICATE OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
EXHIBIT J
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULES
SCHEDULE 1.1
FINANCIAL INSTITUTIONS
SCHEDULE 1.2
EXISTING LETTERS OF CREDIT
SCHEDULE 7.5
LITIGATION
SCHEDULE 7.10
LICENSES, PERMITS, ETC.
SCHEDULE 7.14
JURISDICTIONS, ETC.
SCHEDULE 7.24
HEDGE AGREEMENTS
SCHEDULE 8.10
ENVIRONMENTAL DISCLOSURE
v
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is entered into effective as of
the 9th day of March, 2010, among DENBURY RESOURCES INC., a Delaware corporation
("Borrower"), JPMORGAN CHASE BANK, N.A., as Administrative Agent
("Administrative Agent"), BANC OF AMERICA SECURITIES LLC, as Syndication Agent
("Syndication Agent"), BNP PARIBAS, THE BANK OF NOVA SCOTIA and CREDIT SUISSE
SECURITIES (USA) LLC, as Co-Documentation Agents ("Co-Documentation Agents") and
the financial institutions listed on Schedule 1.1 hereto as Banks (individually
a "Bank" and collectively "Banks").
WITNESSETH:
WHEREAS, Borrower 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 Borrower (with Borrower as the surviving party)
pursuant to the Encore Merger Documents (as hereinafter defined) (the "Encore
Merger"); and
WHEREAS, concurrently with the closing and consummation of the Encore
Merger and the other Closing Transactions (as hereinafter defined), and subject
to the conditions precedent set forth herein, Borrower has requested that Banks
provide certain loans to and extensions of credit on behalf of Borrower (a) to
refinance the indebtedness under the Existing Credit Agreement (as hereinafter
defined), (b) to provide funding in connection with the Encore Merger, (c) to
pay fees and expenses associated with the Closing Transactions and (d) for other
purposes permitted herein, including general corporate purposes; and
WHEREAS, J.P. Morgan Securities Inc. and Banc of America Securities LLC
have been appointed Co-Lead Arrangers for the credit facility provided herein;
and
WHEREAS, J.P. Morgan Securities Inc., Banc of America Securities LLC, BNP
Paribas, The Bank of Nova Scotia and Credit Suisse Securities (USA) LLC have
been appointed as Joint Bookrunners for the credit facility provided herein.