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

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.

1.

Subject Disposition and Request for Borrowing Base Redetermination . Borrower (a) has advised Administrative Agent and Banks that Borrower intends to sell approximately sixty percent (60%) of the Barnett Shale Assets to Talon Oil & Gas LLC (“ Purchaser ”) pursuant to that certain Purchase and Sale Agreement (the “ Sale Agreement ”) dated as of May 13, 2009 and dated effective as of June 1, 2009 between Borrower and Purchaser and attached hereto (along with all schedules and exhibits thereto) as Exhibit A (such sale, the “ Subject Disposition ”), which Subject Disposition is subject to Section 10.5 of the Credit Agreement, (b) has requested a Special Redetermination of the Borrowing Base in connection with the Subject Disposition as required by Section 5.3(a)(2) of the Credit Agreement, (c) has advised Administrative Agent and Banks that the Subject Disposition will result in Parent, Borrower and/or another Credit Party hedging more than the percentage of such party’s “forecasted production from Proved Mineral Interests” (as defined in the Credit Agreement) permitted under Section 10.11 of the Credit Agreement for calendar year 2010 (the “ Temporary Hedging Noncompliance ”) during the period commencing on the projected date of the consummation the Subject Disposition (such date, the “ Subject Disposition Closing Date ”) and continuing through but not including July 1, 2009 (such period, the “ Specified Period ”), which Temporary Hedging Noncompliance is prohibited by Section 10.11 of the Credit Agreement, and (d) requests that the Banks enter into this letter agreement (this “ Letter Agreement ”) to (i) consent to the Subject Disposition and to the Temporary Hedging Noncompliance for the Specified Period and (ii) redetermine the Borrowing Base in connection with the Subject Disposition as required by Section 5.3(a)(2) of the Credit Agreement, which redetermined Borrowing Base will be effective as of the Subject Disposition Closing Date.

2.

Agreements and Borrowing Base Redetermination . In reliance on the representations, warranties, covenants and agreements contained in this Letter Agreement, and subject to the conditions set forth below and possible future adjustments made pursuant to Article V of the Credit Agreement, the Required Banks hereby (a) consent to the Subject Disposition and to the Temporary Hedging Noncompliance for the Specified Period and (b) agree that the Borrowing Base shall be redetermined on and effective as of the Subject Disposition Closing Date to be $900,000,000 and shall remain at $900,000,000 until the next Redetermination thereafter.

In order to induce Banks and Administrative Agent to enter into this Letter Agreement, grant the consents and agree to the Redetermination contained herein, Parent and Borrower hereby represent, warrant and covenant to Banks and Administrative Agent as follows: