Exhibit 4.3
AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of
October 22, 1996, and is by and among DENBURY RESOURCES, INC., a Canadian
corporation (the "Company"), TPG PARTNERS, L.P., a Delaware limited
partnership ("TPG"), and TPG PARALLEL I, L.P., a Delaware limited partnership
("Parallel").
W I T N E S S E T H:
WHEREAS, the Company, TPG and Parallel are parties to that certain
Registration Rights Agreement effective as of December 21, 1995 (the
"Registration Rights Agreement"); and
WHEREAS, the Company and TPG are parties to that certain Stock
Purchase Agreement dated as of October 2, 1996 (the "Stock Purchase
Agreement"), whereby TPG has agreed to purchase 800,000 shares of newly-
issued Common Stock from the Company; and
WHEREAS, the parties desire to amend herein the Registration Rights
Agreement so that the benefits accruing to TPG and Parallel thereunder shall
likewise apply to the shares of Common Stock to be purchased pursuant to the
Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:
1. Section 1(i) of the Registration Rights Agreement hereby is
amended in its entirety to read as follows:
(i) "Subject Common Shares " means the Common Shares to be
acquired pursuant to the Securities Purchase Agreement, the Common Shares
issuable upon exercise of the Warrants and upon conversion of the Series A
Preferred Shares, and, if necessary (only with respect to registration in the
United States) to register the underlying Common Shares, the Warrants and the
Series A Preferred Shares, any additional Common Shares distributed in
respect of such Subject Common Shares, any equity security into which the
original Subject Common Shares are converted, and the Common Shares to be
acquired pursuant to that certain Stock Purchase Agreement dated as of
October 2, 1996, between the Company and TPG.
2. Except as amended hereby, the Registration Rights Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Registration Rights Agreement effective as of the date first above written.
DENBURY RESOURCES, INC.
By:______________________________________
▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By:______________________________________
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By:______________________________________
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Vice President
