THIRD AMENDMENT TO FIRST RESTATED CREDIT AGREEMENT
This Third Amendment to First Restated Credit Agreement (this "Third
Amendment") is entered into as of the 10th day of August, 1998, but to be
effective as of June 30, 1998, by and among Denbury Management, Inc.
("Borrower"), Denbury Resources, Inc. ("Parent"), NationsBank of Texas, N.A., as
Administrative Agent ("Agent"), and each of the financial institutions described
on the signature page hereto as Banks ("Banks").
W I T N E S S E T H
WHEREAS, Borrower, Parent, Agent and the Banks are parties to that certain
First Restated Credit Agreement dated as of December 29, 1997, as amended by
that certain First Amendment to First Restated Credit Agreement dated as of
January 27, 1998 and that certain Second Amendment to First Restated Credit
Agreement dated as of February 25, 1998 (as amended, "Credit Agreement") (unless
otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Credit Agreement);
and
WHEREAS, pursuant to the Credit Agreement the Banks have made certain Loans
to Borrower; and
WHEREAS, Borrower has advised Agent and Banks that Parent and Borrower
intend to write down the carrying value of certain assets and take other charges
to earnings in an aggregate amount of $165,000,000 effective June 30, 1998
(collectively, the "Write Down"); and
WHEREAS, after giving effect to the Write Down, Borrower will not be in
compliance with the tangible net worth covenant contained in the Credit
Agreement; and
WHEREAS, Borrower has requested that the Banks and Agent agree to amend the
definition of Required Consolidated Tangible Net Worth contained in the Credit
Agreement; and
WHEREAS, the Banks have agreed to such request.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Borrower, Agent and each Bank hereby agree as follows:
Section 1.Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Third Amendment, the Credit Agreement
shall be amended effective June 30, 1998 (the "Effective Date") in the manner
provided in this Section 1.
1.1. Additional Definitions. Section 1.1 of the Credit Agreement shall be
amended to add the definition of "Third Amendment" as follows:
"Third Amendment" means that certain Third Amendment to First Restated
Credit Agreement dated as of June 30, 1998 among Borrower, Parent, Agent
and Banks.
1.2. Amendment to Definitions. The definitions of "Loan Papers" and
"Required Consolidated Tangible Net Worth" in Section 1.1 of the Credit
Agreement shall be amended to read in full as follows:
"Loan Papers" means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Notes, the Facility Guarantees, the
Parent Pledge Agreement, the Existing Mortgages (as amended by the
Amendment to Mortgages), and all Mortgages now or at any time hereafter
delivered pursuant to Section 5.1, and all other certificates, documents or
instruments delivered in connection with this Agreement, as the foregoing
may be amended from time to time.
"Required Consolidated Tangible Net Worth" means, initially,
$100,000,000; provided, that, the Required Consolidated Tangible Net Worth
shall (a) increase (but not decrease) on each Quarterly Date after July 1,
1998 by an amount equal to fifty percent (50%) of Parent's Consolidated Net
Income for the Fiscal Quarter then ended, and (b) increase on the date of
any issuance by Parent of its equity securities after July 1, 1998, by an
amount equal to fifty percent (50%) of the net proceeds received by Parent
from the issuance of such securities.
Section 2. Representations and Warranties of Borrower. To induce the Banks
and Agent to enter into this Third Amendment, Borrower and Parent hereby
represent and warrant to Agent as follows:
(a) Each representation and warranty of Borrower and Parent contained in
the Credit Agreement and the other Loan Papers is true and correct on the date
hereof and will be true and correct after giving effect to the amendments set
forth in Section 1 hereof.
(b) The execution, delivery and performance by Borrower and Parent of this
Third Amendment are within the Borrower's and Parent's corporate powers, have
been duly authorized by necessary action, require no action by or in respect of,
or filing with, any governmental body, agency or official and do not violate or
constitute a default under any provision of applicable law or any Material
Agreement binding upon Borrower, the Subsidiaries of Borrower or the Parent or
result in the creation or imposition of any Lien upon any of the assets of
Borrower or the Subsidiaries of Borrower or the Parent except Permitted
Encumbrances.
(c) This Third Amendment constitutes the valid and binding obligations of
Borrower and the Parent enforceable in accordance with its terms, except as (i)
the enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditor's rights generally, and (ii) the availability of
equitable remedies may be limited by equitable principles of general
application.
(d) Borrower and Parent have no defenses to payment, counterclaim or rights
of set-off with respect to the Obligations existing on the date hereof.
(e) Parent and Borrower will take the Write Down on their June 30, 1998
financial statements, and if they do not do so, this Third Amendment will be
rendered null and void and of no further force or effect.
Section 3. Miscellaneous.
3.1 Reaffirmation of Loan Papers; Extension of Liens. Any and all of the
terms and provisions of the Credit Agreement and the Loan Papers shall, except
as amended and modified hereby, remain in full force and effect. Borrower and
Parent hereby extend the Liens securing the Obligations until the Obligations
have been paid in full or are specifically released by Agent and Banks prior
thereto, and agree that the amendments and modifications herein contained shall
in no manner affect or impair the Obligations or the Liens securing payment and
performance thereof.
3.2 Parties in Interest. All of the terms and provisions of this Third
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
3.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable
fees and expenses of counsel to Agent incurred by Agent, in connection with the
preparation, negotiation and execution of this Third Amendment and all related
documents.
3.4 Counterparts. This Third Amendment may be executed in counterparts, and
all parties need not execute the same counterpart; however, no party shall be
bound by this Third Amendment until all parties have executed a counterpart.
Facsimiles shall be effective as originals.
3.5 Complete Agreement. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
3.6 Headings. The headings, captions and arrangements used in this Third
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Third Amendment, nor affect
the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be duly executed by their respective authorized officers on the date and year
first above written.
BORROWER:
DENBURY MANAGEMENT, INC.,
a Texas corporation
By:_________________________________
Gareth Roberts
President and Chief Executive Officer
By:_________________________________
Phil Rykhoek
Chief Financial Officer and Secretary
PARENT:
DENBURY RESOURCES, INC.,
a corporation incorporated under the
Canada Business Corporations Act
By:_________________________________
Gareth Roberts
President and Chief Executive Officer
By:_________________________________
Phil Rykhoek
Chief Financial Officer and Secretary
ADMINISTRATIVE AGENT:
NATIONSBANK OF TEXAS, N.A.
By:_________________________________
J. Scott Fowler
Vice President
BANKS:
NATIONSBANK OF TEXAS, N.A.
By:_________________________________
J. Scott Fowler
Vice President
BANKBOSTON, N.A.
By:_________________________________
Name:_______________________________
Title:______________________________
WELLS FARGO BANK (TEXAS), N.A.
By:_________________________________
Name:_______________________________
Title:______________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:_________________________________
Name:_______________________________
Title:______________________________
PARIBAS
By:_________________________________
Name:_______________________________
Title:______________________________
By:_________________________________
Name:_______________________________
Title:______________________________
NATEXIS BANQUE BFCE
By:_________________________________
Name:_______________________________
Title:______________________________
CHRISTIANIA BANK OG KREDITKASSE ASA
By:_________________________________
Name:_______________________________
Title:______________________________
BANK ONE, TEXAS, N.A.
By:_________________________________
Name:_______________________________
Title:______________________________
CHASE BANK OF TEXAS,
National Association
By:_________________________________
Name:_______________________________
Title:______________________________