Denbury (DNRWW) 10-Q 2006 Q1 Quarterly report

Exhibit 10

Vicki von Krause	Syndicated & Leveraged Finance	Telephone: 312-732-2036
	131 S. Dearborn	Fax: 312-732-2117
	Mail Suite IL1-0429	E-Mail: victoria.von.krause@jpmorgan.com
	Chicago, Illinois 60670-0429

March 17, 2006

To the Lenders to
Denbury Onshore, LLC
Fifth Amended and Restated Credit Agreement
Dated September 1, 2004

Re: Borrowing Base Determination – Spring 2006 (revised)

Ladies and Gentlemen;

JPMorgan Chase Bank, N.A., as Administrative Agent, proposes a $300,000,000 Borrowing Base, effective as of March 29, 2006 and continuing until the next Borrowing Base Determination. The Total Commitment will remain at $150,000,000.

Kindly, indicate your approval of the proposed Borrowing Base of $300,000,000 until the next re-determination by signing in the space indicated below and returning to the attention of Vicki von Krause by Tuesday, March 28, 2006 via facsimile to (312) 732-2117.

Determination of the Borrowing Base is governed by Section 5.2 of the Fifth Amended and Restated Credit Agreement dated September 1, 2004. Each Borrowing Base determination shall be made by the Banks in their sole discretion.

Sincerely,

Vicki von Krause

Page 2 of 2
March 17, 2006

APPROVAL OF $300,000,000 BORROWING BASE, EFFECTIVE MARCH 29, 2006 FOR DENBURY ONSHORE, LLC.

JPMORGAN CHASE BANK, N.A., as a Lender
and as Administrative Agent
By:	/s/ J. Scott Fowler
Name:	J. Scott Fowler
Title:	Vice President
CALYON NEW YORK BRANCH
By:	/s/ Michael Willis
Name:	Michael Willis
Title:	Vice President
By:	/s/ Bertrand Corohomme
Name:	Bertrand Corohomme
Title:	Director
FORTIS CAPITAL CORP.
By:	/s/ David Montgomery
Name:	David Montgomery
Title:	Senior Vice President
By:	/s/ Darrell Holley
Name:	Darrell Holley
Title:	Managing Director
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Alison Fuqua
Name:	Alison Fuqua
Title:	Investment Banking Officer
By:	/s/ Sean Murphy
Name:	Sean Murphy
Title:	Vice President
COMERICA BANK
By:	/s/ Peter L. Sefzik
Name:	Peter L. Sefzik
Title:	Vice President
BANK OF AMERICA, N.A.
By:	/s/ Scott F. Davis
Name:	Scott F. Davis
Title:	Vice President
WELLS FARGO BANK, N.A.
By:	/s/ Reed V. Thompson
Name:	Reed Thompson
Title:	Vice President
BANK OF SCOTLAND
By:	/s/ Karen Welch
Name:	Karen Welch
Title:	Assistant Vice President
COMPASS BANK
By:	/s/ Dorothy Marchand
Name:	Dorothy Marchand
Title:	Senior Vice President