EXHIBIT 10(a)
SIXTH AMENDMENT TO FIRST
RESTATED CREDIT AGREEMENT
SIXTH AMENDMENT TO FIRST RESTATED CREDIT AGREEMENT
This Sixth Amendment to First Restated Credit Agreement (this "Sixth
Amendment") is entered into as of the 30th day of September, 1999 (the
"Effective Date"), by and among Denbury Resources, Inc. ("DRI"), a corporation
previously incorporated under the Canadian Business Corporation Act which has
been domesticated in the State of Delaware, Bank of America, N.A., successor by
merger to NationsBank, N.A., successor by merger to NationsBank of Texas, N.A.,
as Administrative Agent ("Agent"), and the financial institutions parties hereto
as Banks ("Banks").
W I T N E S S E T H:
WHEREAS, DRI, Agent and Banks are parties to that certain First Restated
Credit Agreement dated as of December 29, 1997, as amended by (a) that certain
First Amendment to First Restated Credit Agreement dated as of January 27, 1998,
(b) that certain Second Amendment to First Restated Credit Agreement dated as of
February 25, 1998, (c) that certain Third Amendment to First Restated Credit
Agreement dated as of August 10, 1998, (d) that certain Fourth Amendment to
First Restated Credit Agreement dated February 19, 1999, and (e) that certain
Fifth Amendment to First Restated Credit Agreement dated as of April 21, 1999
(as amended, the "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 DRI; and
WHEREAS, the parties desire to amend Section 9.15 of the Credit Agreement
in certain respects.
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, DRI,
Agent and each Bank hereby agree as follows:
Section 1. Amendment. Section 9.15 of the Credit Agreement is hereby
amended effective as of the Effective Date to read in full as follows:
"SECTION 9.15. Qualified Purpose. Borrower will not request or receive any
Borrowing hereunder if, after giving effect thereto and the use of the proceeds
thereof, that portion of the principal balance of the Revolving Loan which is
outstanding at such time and was utilized for any purpose other than a Qualified
Purpose exceeds twenty five percent (25%) of the Conforming Borrowing Base in
effect at such time. Borrower agrees that each Request for Borrowing will
include, in addition to the information described in Section 2.2 hereof, a
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certification from an Authorized Officer of Borrower as to the purpose and
utilization of the proceeds of such Borrowing. Additionally, notwithstanding
anything to the contrary contained in Section 3.2 hereof, all principal payments
received by Banks with respect to the Revolving Loan shall be applied first to
that portion of the outstanding principal balance of the Revolving Loan utilized
for purposes other than Qualified Purposes. Notwithstanding the foregoing, the
Credit Parties shall not be required to comply with this Section 9.15 at any
time (a) on or prior to the date Texas Pacific Group makes the Proposed Equity
Contribution (and Parent, in turn, contributes the proceeds of such Proposed
Equity Contribution to the common equity capital of Borrower), and (b) that the
Borrowing Base is equal to the Conforming Borrowing Base. Any principal
outstanding under the Revolving Loan immediately after giving effect to receipt
and application of the proceeds of the Proposed Equity Contribution (as required
pursuant to Section 2.6) shall be deemed to be utilized for a Qualified
Purpose."
Section 2. Miscellaneous.
2.1 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. DRI hereby
extends the Liens securing the Obligations until the Obligations have been paid
in full or are specifically released by Agent and Banks prior thereto, and
agrees that the amendments and modifications herein contained shall in no manner
adversely affect or impair the Obligations or the Liens securing payment and
performance thereof.
2.2 Parties in Interest. All of the terms and provisions of this Sixth
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
2.3 Legal Expenses. DRI 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 Sixth Amendment and all related
documents.
2.4 Counterparts. This Sixth Amendment may be executed in counterparts, and
all parties need not execute the same counterpart; however, no party shall be
bound by this Sixth Amendment until all parties have executed a counterpart.
Facsimiles shall be effective as originals.
2.5 Complete Agreement. THIS SIXTH AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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2.6 Headings. The headings, captions and arrangements used in this Sixth
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Sixth Amendment, nor affect
the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to
be duly executed by their respective authorized officers on the date and year
first above written.
BORROWER:
DENBURY RESOURCES, INC.,
a Delaware corporation
By:
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Gareth Roberts
President and Chief Executive
Officer
By:
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Phil Rykhoek
Chief Financial Officer and
Secretary
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
By:
---------------------------------
J. Scott Fowler,
Managing Director
BANKS:
BANK OF AMERICA, N.A.,
By:
---------------------------------
J. Scott Fowler,
Managing Director
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BANKBOSTON, N.A.
By:
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Name:
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Title:
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BANK ONE, TEXAS, N.A.
By:
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Name:
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Title:
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By:
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Name:
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Title:
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CHRISTIANIA BANK, OG KREDITKASSE ASA
By:
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Name:
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Title:
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PARIBAS
By:
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Name:
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Title:
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CREDIT LYONNAIS - NEW YORK BRANCH
By:
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Name:
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Title:
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WELLS FARGO BANK (TEXAS), N.A.
By:
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Name:
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Title:
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NATEXIS BANQUE BFCE
By:
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Name:
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Title:
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