Denbury
Onshore, LLC
5100 Tennyson Parkway
Suite 3000
Plano, Texas 75024
Attention: Mr. Phil Rykhoek
|
|
|
|
Re:
|
|
Sixth Amended and Restated Credit
Agreement (as amended, the “ Credit Agreement
”) dated as of September 14, 2006, among Denbury
Onshore, LLC, a Delaware limited liability company (“
Borrower ”), Denbury Resources Inc., a Delaware
corporation (“ Parent ”), the financial
institutions party thereto as lenders (“ Banks
”), JPMorgan Chase Bank, N.A., as Administrative Agent
(“ Administrative Agent ”), and the other
agents party thereto. Unless otherwise defined herein, all terms
used herein which are defined in the Credit Agreement shall have
the meaning assigned to such terms in the Credit
Agreement.
|
Borrower
has advised Administrative Agent and Banks that Parent and/or other
Credit Parties have entered into numerous Guarantees of operating
leases and of other obligations of Borrower and/or its Restricted
Subsidiaries (the “ Support Guarantees
”), in each case guaranteeing obligations of Borrower and/or
its Restricted Subsidiaries which are permitted under the terms of
the Credit Agreement and the other Loan Papers. Borrower has
further advised Administrative Agent and Banks that the Support
Guarantees constitute Debt under the Credit Agreement and that, due
to the aggregate dollar amount of the obligations guaranteed under
the Support Guarantees, the Support Guarantees violate
Section 10.1 of the Credit Agreement (the “
Specified Violation ”). Borrower has requested
that Required Banks enter into this letter agreement (this “
Letter Agreement ”) to (a) amend the
Credit Agreement to allow Parent and the other Credit Parties to
Guarantee Debt and other obligations of Credit Parties which are
permitted under the terms of the Credit Agreement and
(b) waive the Specified Violation, in each case on the terms
and conditions set forth herein. In consideration of the mutual
covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the parties hereto hereby agree
as follows:
|
|
(a)
|
|
Definition of Debt
. Clause (d) of the
definition of “Debt” contained in Section 2.1 of
the Credit Agreement is hereby amended and restated in full as
follows: “(d) all Guarantees of such Person of Debt of
others,”.
|
|
|
|
|
|
|
|
(b)
|
|
Debt Covenant
. Section 10.1 of
the Credit Agreement is hereby amended to delete the word
“and” immediately prior to clause (d) of such
Section and to add the following language to the end of such
Section: “, and (e) Guarantees by any Credit Party of
Debt of any other Credit Party, provided , that the
Debt so guaranteed is expressly permitted by this
Section 10.1 .”
|
|
2.
|
|
Limited Waiver
. The Required Banks
hereby waive the Specified Violation solely with respect to the
Support Guarantees entered into by Parent and/or other Credit
Parties prior to the date hereof, provided , that
nothing contained herein shall be deemed a consent to, or waiver
of, any other action or inaction of the Credit Parties which
constitutes (or would constitute) a violation of any provision of
the Credit Agreement or any other Loan Paper, or which results (or
would result) in a Default or Event of Default under the Credit
Agreement or any other Loan Paper. Administrative Agent and Banks
shall have no obligation to grant any future waivers, consents or
amendments with respect to the Credit Agreement or any other Loan
Paper.
|
Denbury
Onshore, LLC
May 4, 2009
Page 2
|
3.
|
|
Representations and
Warranties .
To induce Banks and Administrative Agent to enter into this Letter
Agreement, Parent and Borrower hereby represent and warrant to
Banks and Administrative Agent as follows:
|
|
|
(a)
|
|
Reaffirm Existing Representations
and Warranties . Each representation
|
|
