AGREEMENT
THIS AGREEMENT ("Agreement") in respect of the warrants (the
"Warrants") entitling TPG to purchase Common Shares, no par value (the
"Common Shares"), of Denbury Resources Inc., a Canadian corporation (the
"Company"), held by TPG Partners, L.P. and TPG Parallel, L.P., both Delaware
limited partnerships (collectively, "TPG"), is entered into as of the 20th
day of January, 1998.
W I T N E S S E T H
WHEREAS, the Company and TPG are parties to that certain Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated effective as
of November 13, 1995, whereby TPG purchased: (i) 8,333,333 Common Shares,
(ii) 1,500,000 Preferred Shares, and (iii) warrants (the "Warrants")
entitling TPG to purchase 1,250,000 Common Shares, for a total consideration
of $40,000,000 under the terms, mutual covenants and agreements set forth in
the Securities Purchase Agreement and in appendices thereto (all numbers of
Common Shares as stated in this paragraph have not bee adjusted to reflect
the one-for-two reverse split of Common Shares, effective October 10, 1996);
and
WHEREAS, the Company and TPG desire to waive certain of TPG's
preemptive rights to purchase Common Shares to better position the Company
for an upcoming underwritten public offering in the United States by the
company of up to $100,000,000 of its Common shares (the "Offering"), which is
expected to occur in early 1998.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1
Waiver of Preemptive Rights
TPG hereby waives its rights, pursuant to Section 4.18(a) of the
Securities Purchase Agreement, to purchase or acquire equity securities of
the Company identical to securities offered by the Company in order to
maintain its pro rata ownership in the equity securities of the Company, with
respect only to the issuance of Common Shares pursuant to the Offering. TPG
furthermore waives its right, pursuant to Section 4.18(b) of the Securities
Purchase Agreement, to receive a written notice from the Company of the terms
of the issuances of the Common Shares set forth above and other matters set
forth in Section 4.18(a).
ARTICLE 2
Miscellaneous
Section 2.1 Severability. If any term, provision, covenant, or
restriction of this Agreement is held by the final, nonappealable order of a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions hereof shall
remain in full force and effect and shall in no way be affected, impaired, or
invalidated.
Section 2.2 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.
Section 2.3 Expiration. Notwithstanding anything to the contrary
contained herein, the agreements of TPG set forth in Article 1 of this
Agreement shall expire if the Offering shall not have occurred by March 31,
1998.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
THE COMPANY:
Denbury Resources Inc.
By: _______________________________________
▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
TPG:
TPG Partners, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
▇▇▇▇▇ ▇'▇▇▇▇▇, Vice President
TPG Parallel, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
▇▇▇▇▇ ▇'▇▇▇▇▇, Vice President
