LETTER OF CREDIT
EXHIBIT H
FORM OF NOTICE OF CONTINUATION OR CONVERSION
EXHIBIT I
FORM OF CERTIFICATE OF OWNERSHIP INTERESTS
EXHIBIT J
FORM OF CERTIFICATE OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
EXHIBIT K
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT L
FORM OF CERTIFICATE OF EFFECTIVENESS
EXHIBIT M
FORM OF AMENDMENT FOR INCREASED OR NEW COMMITMENT
SCHEDULES
SCHEDULE 2.1
FINANCIAL INSTITUTIONS
SCHEDULE 8.5
LITIGATION
SCHEDULE 8.10
LICENSES, PERMITS, ETC.
SCHEDULE 8.13
JURISDICTIONS, ETC.
SCHEDULE 9.10
ENVIRONMENTAL DISCLOSURE
v
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is
entered into effective as of the 14th day of September, 2006, 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"), CALYON NEW YORK BRANCH and FORTIS
CAPITAL CORP., as Syndication Agents ("Syndication Agents"), UNION BANK OF
CALIFORNIA, N.A. and COMERICA BANK, as Documentation Agents ("Documentation
Agents") and the financial institutions listed on Schedule 2.1 hereto as Banks
(individually a "Bank" and collectively "Banks").
W I T N E S S E T H:
WHEREAS, Borrower, Administrative Agent, and each of the financial
institutions named and defined therein as Banks (the "Existing Banks") and
agents, are parties to that certain Fifth Amended and Restated Credit Agreement
dated as of September 1, 2004, pursuant to which Existing Banks provided certain
loans and extensions of credit to Borrower (as heretofore amended, the "Existing
Credit Agreement"); and
WHEREAS, concurrently with the closing and consummation of the Closing
Transactions (as hereinafter defined), and subject to the conditions precedent
set forth herein, the parties hereto desire to amend and restate the Existing
Credit Agreement in its entirety in the form of this Agreement, and Borrower
desires to obtain Borrowings (as herein defined) (a) to refinance the
indebtedness under the Existing Credit Agreement, and (b) for other purposes
permitted herein; and
WHEREAS, after giving effect to the Closing Transactions and the amendment
and restatement of the Existing Credit Agreement pursuant to the terms hereof,
the Commitment Percentage (as herein defined) of each Bank hereunder will be as
set forth on Schedule 2.1 hereto; and
WHEREAS, J.P. Morgan Securities Inc. has been appointed Sole Lead Arranger
and Book Manager for the credit facility provided herein.
NOW, THEREFORE, in consideration of the premises, the representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Parent, Borrower, Administrative Agent and Banks agree as follows:
ARTICLE I
AMENDMENT AND RESTATEMENT
Subject to the satisfaction of each condition precedent contained in
Section 7.1 hereof, the satisfaction of which shall be evidenced by the
execution by Parent, Borrower and Administrative Agent of the Certificate of
Effectiveness (as herein defined), the Existing Credit Agreement shall be
amended and restated as of the Closing Date in the form of this Agreement. It is
the intention of Parent, Borrower, Administrative Agent and Banks that this
Agreement
1
supersedes and replaces the