EXHIBIT 10(M)
FOURTH AMENDMENT TO FIRST RESTATED CREDIT AGREEMENT
---------------------------------------------------
This Fourth Amendment to First Restated Credit Agreement (this "Fourth
Amendment") is entered into on February 19, 1999, to be effective in accordance
with Section 5 hereof, by and among DENBURY MANAGEMENT, INC., a Texas
corporation ("Borrower"), DENBURY RESOURCES, INC., a corporation incorporated
under the Canadian Business Corporations Act ("Parent"), NATIONSBANK, N.A.,
successor by merger to NationsBank of Texas, N.A., as Administrative Agent
("Administrative Agent"), and the financial institutions parties hereto as Banks
("Executing Banks").
W I T N E S S E T H:
WHEREAS, Borrower, Parent, Administrative Agent and Executing 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, and (c) that
certain Third Amendment to First Restated Credit Agreement dated as of August
10, 1998 (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 Borrower; and
WHEREAS, Borrower has requested that Banks (a) amend certain terms of the
Credit Agreement in certain respects, and (b) establish a Borrowing Base of
$110,000,000 to be effective February 19, 1999, and continuing until the first
Redetermination thereafter; and
WHEREAS, subject to the terms and conditions herein contained, Executing
Banks have agreed to Borrower's 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, Parent, Administrative Agent and each Executing Bank hereby agree as
follows:
Section 4. Amendments. The Credit Agreement is hereby amended effective as of
December 31, 1998 in the manner provided in this Section 1.
4.1 Additional Definitions. Section 1.1 of the Credit Agreement is amended
to add thereto in alphabetical order the definitions of "Fourth Amendment,"
"Proposed Equity Contribution,"
-1-
"Proxy Statement/Prospectus," "Qualified Purpose," "Security Documents," "Stock
Purchase Agreement" and "Stock Purchase Documents" which shall read in full as
follows:
"Fourth Amendment" means that certain Fourth Amendment to First
Restated Credit Agreement dated February 19, 1999 among Borrower,
Administrative Agent and Banks.
"Proposed Equity Contribution" means the proposed purchase by Texas
Pacific Group from Parent of shares of common stock of Parent substantially
on the terms set forth in the Proxy Statement/Prospectus and the Stock
Purchase Documents resulting in (a) gross cash proceeds to Parent of not less
than $100,000,000 and (b) net cash proceeds to Parent of not less than
$98,000,000.
"Proxy Statement/Prospectus" means the Registration Statement, Proxy
Statement and Prospectus which were filed by Parent in preliminary form and
subject to completion with the Securities and Exchange Commission on January
19, 1999 under Registration No. 333-69577.
"Qualified Purpose" means (i) the purchase by Borrower of Proved
Mineral Interests, or (ii) capital expenditures made by Borrower to maintain,
enhance or develop Proved Mineral Interests owned by Borrower; provided,
that, the portion of the aggregate amount of all Borrowings made during any
period during which Section 9.15 is in effect hereunder which is utilized to
purchase Proved Mineral Interests which is in excess of the "qualified
amount" will not be deemed to be utilized for a "Qualified Purpose." As used
herein, "qualified amount" means, with respect to Proved Mineral Interests
acquired with the proceeds of Borrowings made during any period during which
Section 9.15 is in effect hereunder, an amount equal to two hundred percent
(200%) of the Recognized Value of that portion of such Proved Mineral
Interests which constitute Proved Producing Mineral Interests.
"Security Documents" has the meaning set forth in Section 5.2.
"Stock Purchase Agreement" means that certain Stock Purchase Agreement,
dated as of December 16, 1998, by and between Parent and TPG Partners II,
L.P., and all amendments thereto (to the extent permitted hereunder).
"Stock Purchase Documents" means the Stock Purchase Agreement and each
other document, instrument and agreement now or hereafter executed and
delivered by or among Borrower, Parent, Texas Pacific Group and TPG Partners
II, L.P. pursuant to the Stock Purchase Agreement.
-2-
4.2 Amendment to Definitions. The definitions of "Applicable Margin,"
"Commitment Fee Percentage," "Letter of Credit Fee," "Loan Papers,"
"Non-Conforming Margin," Recognized Value" and "Required Consolidated Tangible
Net Worth" set forth in Section 1.1 of the Credit Agreement are amended to read
in full as follows:
"Applicable Margin" means, on any date, with respect to each Eurodollar
Loan, an amount determined by reference to the ratio of Outstanding Credit to
the Conforming Borrowing Base on such date in accordance with the table
below:
Ratio of Outstanding Applicable Margin for
Credit to Conforming Borrowing Eurodollar Loans
Base
------------------------------ ---------------------
<= .50 to 1 1.000%
> .50 to 1 and <= .75 to 1 1.250%
> .75 to 1 and <= .90 to 1 1.500%
> .90 to 1 and <= 1.0 to 1 1.750%
> 1.0 to 1 Non Conforming Margin
"Commitment Fee Percentage" means, on any date, an amount determined by
reference to the ratio of Outstanding Credit to the Conforming Borrowing Base
on such date in accordance with the table below:
Ratio of Outstanding
Credit to Conforming Borrowing Commitment Fee Percentage
Base
------------------------------ -------------------------
<= .50 to 1 .350%
> .50 to 1 and <= .75 to 1 .375%
> .75 to 1 and <= .90 to 1 .500%
> .90 to 1 and <= 1.0 to 1 .500%
> 1.0 to 1 .500%
"Letter of Credit Fee" means, with respect to any Letter of Credit
issued hereunder, a fee in an amount equal to the greater of (a) $500, or (b)
a percentage of the stated amount of such Letter of Credit (calculated on a
per annum basis based on the stated term of such Letter of Credit) determined
by reference to the ratio of Outstanding Credit to the Conforming Borrowing
Base in effect on the date such Letter of Credit is issued in accordance with
the table below:
-3-
Ratio of Outstanding Per Annum Letter of
Credit to Conforming Borrowing Credit Fee
Base
------------------------------ -------------------
<= .50 to 1 1.000%
> .50 to 1 and <= .75 to 1 1.250%
> .75 to 1 and <= .90 to 1 1.500%
> .90 to 1 and <= 1.0 to 1 1.750%
> 1.0 to 1 Non Conforming Margin
"Loan Papers" means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Notes, the Facility
Guarantees, the Parent Pledge Agreement, the Existing Mortgages (as amended
by the Amendment to Mortgages), each Security Document now or at any time
hereafter delivered pursuant to Section 5.2, and all other certificates,
documents or instruments delivered in connection with this Agreement, as the
foregoing may be amended from time to time.
"Non-Conforming Margin" means 2.125%.
"Recognized Value" means, with respect to Mineral Interests, the
discounted present value of the estimated net cash flow to be realized from
the production of Hydrocarbons from such Mineral Interests as determined by
NationsBank, N.A. for purposes of determining the portion of the Borrowing
Base which it attributes to such Mineral Interests in accordance with Article
IV hereof.
"Required Consolidated Tangible Net Worth" means, (a) as of June 30,
1999, the sum of (i) Parent's Consolidated Tangible Net Worth as of December
31, 1998 plus (ii) an amount equal to sixty percent (60%) of the Net Cash
Proceeds received by Parent from any issuance by Parent of its equity
securities after January 1, 1999 and on or prior to June 30, 1999 (including
pursuant to the Proposed Equity Contribution) (the sum of (i) and (ii)
preceding is referred to herein as the "June 30, 1999 Required Net Worth"),
and (b) from and after (but excluding), June 30, 1999, "Required Consolidated
Tangible Net Worth" shall increase (but not decrease) above the Required
Consolidated Tangible Net Worth previously in effect pursuant to this
definition (i) on each Quarterly Date by an amount equal to fifty percent
(50%) of Parent's Consolidated Net Income for the Fiscal Quarter then ended,
and (ii) on the date of issuance by Parent of its equity securities by amount
equal to fifty percent (50%) of the net proceeds received by Parent from the
issuance of such securities. Notwithstanding anything to the contrary
contained herein, in no event will Required
-4-
Consolidated Tangible Net Worth be less than $25,000,000.
4.3 Amendment to Mandatory Prepayment Provision. Section 2.6 of the Credit
Agreement is amended to add the following sentence thereto:
"Simultaneously with the consummation of the Proposed Equity
Contribution, Borrower shall make a mandatory prepayment of the Revolving
Loan in the amount of the Net Cash Proceeds resulting from such Proposed
Equity Offering."
4.4 Amendment to Security Provisions. Article V of the Credit Agreement is
amended to read in full as follows:
ARTICLE V
COLLATERAL AND GUARANTEES
SECTION 5.1. Required Security. The Obligations shall be secured by (a)
first priority perfected Liens on one hundred percent (100%) of the issued
and outstanding capital stock of every class of Borrower, and (b) first
priority perfected Liens on such Proved Mineral Interests owned by Borrower
as Administrative Agent shall require but which shall, in all events, include
Proved Mineral Interests with a Recognized Value representing not less than
eighty five percent (85%) of the Recognized Value of all Proved Mineral
Interests evaluated by Banks for purposes of determining the Borrowing Base;
provided, that, from and after the occurrence of a Borrowing Base Deficiency,
a Default or an Event of Default, the Obligations shall be secured by first
priority perfected Liens on one hundred percent (100%) of all Mineral
Interests owned by Borrower.
SECTION 5.2. Security Documents. Not later than March 1, 1999 and
thereafter simultaneously with any Redetermination or the occurrence of any
Default or Event of Default, and at such other times as Administrative Agent
or Required Banks shall request, Borrower shall execute and deliver, and
cause Parent to execute and deliver, to Administrative Agent such deeds of
trust, mortgages, security agreements, assignments, financing statements,
pledge agreements, collateral assignments and other documents, instruments
and agreements (including, without limitation, any modifications, amendments,
supplements, restatements, renewals or extensions of any of the foregoing) as
Administrative Agent shall request to fully create, evidence and perfect the
liens and security interests required by Section 5.1 (collectively, the
"Security Documents").
SECTION 5.3. Evidence of Existence, Authority, Proper Execution and
Delivery and Title; Opinions. At any time Parent or Borrower is required to
execute and deliver Security Documents pursuant to Section 5.2, Parent or
Borrower, as applicable, shall also deliver to Administrative Agent and its
counsel (a) such certificates of Authorized Officers of Parent and Borrower,
certificates of
-5-
Governmental Authorities, resolutions of the Boards of Directors of Parent
and Borrower, certified copies of the charter and bylaws of Parent and
Borrower and other documents, instruments and agreements as Administrative
Agent shall require to evidence (i) the valid corporate existence and
authority to transact business of Parent and Borrower, and (ii) the due
authorization, execution and delivery of the Security Documents by Parent and
Borrower, (b) opinions of counsel (addressed to Administrative Agent) or
other evidence of title as Administrative Agent shall require to verify
Borrower's title to all Proved Mineral Interests subject to the Liens of such
Security Documents and the priority of such Liens, and (c) opinions of
counsel addressed to Administrative Agent favorably opining as to the due
authorization, execution, delivery and enforceability of such Security
Documents and such other matters related to Borrower, Parent and such
Security Documents as Administrative Agent shall require.
SECTION 5.4. Guarantees. Payment and performance of the Obligations
shall be guaranteed by Parent pursuant to the Facility Guaranty duly executed
and delivered by Parent.
4.5 Amendment to Asset Disposition Covenant. Subclause (b) of Section 9.5 of
the Credit Agreement is amended to read in full as follows:
"(b) the sale, lease, transfer, abandonment, exchange or other
disposition of other assets, provided that the aggregate value (which, in the
case of assets consisting of Mineral Interests, shall be the Recognized Value
of such Mineral Interests and in the case of any exchange, shall be the net
value or net Recognized Value realized or resulting from such exchange) of
all assets sold, leased, transferred, abandoned, exchanged or disposed of
pursuant to this clause (b) in any period between Scheduled Redeterminations
shall not exceed five percent (5%) of the Conforming Borrowing Base then in
effect (for purposes of this clause (b) the Closing Date will be deemed to be
a Scheduled Redetermination)."
4.6 Amendment to Hedge Transaction Covenant. Section 9.11 of the Credit
Agreement is amended to delete "seventy five percent (75%)" and to insert in
lieu thereof "eighty five percent (85%)."
4.7 Amendments to Stock Purchase Agreement; Qualified Purpose. Article IX of
the Credit Agreement is amended to add thereto the following additional Sections
9.14 and 9.15 which shall read in full as follows:
"SECTION 9.14. Amendments to Stock Purchase Agreement. The Credit
Parties will not, nor will the Credit Parties permit any of their
Subsidiaries to, enter into or permit any modification or amendment of, or
waive any provision of the Stock Purchase Agreement or any other Stock
Purchase Document or any of their respective rights thereunder if the effect
of such amendment, modification or waiver is to (a) extend the "Closing Date"
as defined in the Stock Purchase Agreement,
-6-
(b) decrease the "Buyer Purchase Price" as defined in the Stock Purchase
Agreement, (c) alter the investment from a cash investment in common stock,
or (d) in any other manner result in, or be reasonably expected to result in,
a Material Adverse Effect.
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 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
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.
4.8 Minimum Consolidated Tangible Net Worth. Section 10.2 of the Credit
Agreement is amended to read in full as follows:
"SECTION 10.2. Minimum Consolidated Tangible Net Worth. The Credit
Parties will not permit Parent's Consolidated Tangible Net Worth to be less
than the Required Consolidated Tangible Net Worth on any Quarterly Date on or
after June 30, 1999."
4.9 Consolidated EBITDA to Consolidated Net Interest Expense. Section 10.3 of
the Credit Agreement is amended to read in full as follows:
"SECTION 10.3. Consolidated EBITDA to Consolidated Net Interest
Expense. The Credit Parties will not permit Parent's Ratio of Consolidated
EBITDA to Consolidated Net Interest Expense to be less than (i) 2.0 to 1.0
for (a) the Fiscal Quarter ending on September 30, 1999, (b) the period of
two (2) consecutive Fiscal Quarters ending on December 31, 1999, (c) the
period of three (3) consecutive Fiscal Quarters ending on March 31, 2000, and
(d) the periods of four (4) consecutive Fiscal Quarters ending on each of
June 30, 2000 and September 30, 2000; (ii) 2.25 to 1.0
-7-
for the periods of four (4) consecutive Fiscal Quarters ending on each of
December 31, 2000 and March 31, 2001; and (iii) 2.5 to 1.0 for any period of
four (4) consecutive Fiscal Quarters ending on or after June 30, 2001."
4.10 Amendment to Events of Default. Section 11.1 of the Credit Agreement is
amended (a) to delete the word "or" at the end of clause (k) thereof, and (b) to
insert new clauses (m) and (n) which shall read in full as follows:
"(m) Texas Pacific Group shall fail, for any reason, to make the
Proposed Equity Contribution on or before the earlier of (i) the forty fifth
(45th) day following the date on which the Proxy Statement/Prospectus is
declared effective by the Securities and Exchange Commission, or (ii) June
16, 1999; or
"(n) the Stock Purchase Agreement shall, for any reason, terminate or
otherwise cease to be in full force or effect, or Texas Pacific Group shall
deliver any notice of termination or intent to terminate or any other notice
stating its intent to not complete the Proposed Equity Contribution on or
before the Closing Date therein specified;"
Section 5. Certain Agreements Regarding the Borrowing Base and the Conforming
Borrowing Base. Borrower, Parent, Administrative Agent and each Bank agree that
the Borrowing Base and the Conforming Borrowing Base in effect for the period
from and after February 19, 1999 until the next Redetermination thereafter shall
be $110,000,000 and $60,000,000, respectively. Borrower acknowledges that
Required Banks have approved such Borrowing Base and Conforming Borrowing Base
based on the expectation that on or before June 16, 1999 Texas Pacific Group
will make the Proposed Equity Contribution. Borrower, Administrative Agent and
Banks agree that the Redetermination provided for in this Section 2 shall not be
construed to be a Special Redetermination for purposes of Section 4.4 of the
Credit Agreement.
Section 6. Extension and Waiver of April 1, 1999 Scheduled Redetermination.
Borrower, each Bank and Administrative Agent hereby agree to postpone, until
June 16, 1999, the Scheduled Redetermination of the Borrowing Base and the
Conforming Borrowing Base scheduled to occur on or promptly following April 1,
1999 (the "April 1, 1999 Redetermination"). Borrower, each Bank and such
Administrative Agent further agree to waive the April 1, 1999 Redetermination;
provided, that waiver is subject to the condition precedent that Texas Pacific
Group makes the Proposed Equity Contribution on or before June 16, 1999 (and
Parent, in turn, contributes the proceeds of such Proposed Equity Contribution
to the common equity capital of Borrower). In the event Texas Pacific Group does
not make the Proposed Equity Contribution on or before June 16, 1999, the
foregoing waiver will be of no force or effect and Banks may make such Scheduled
Redetermination on or promptly following June 16, 1999 in accordance with the
provisions of Article IV of the Credit Agreement, but giving effect to the
failure of Texas Pacific Group to make the Proposed Equity Contribution.
Section 7. Agreements Regarding Consent Letter. Reference is hereby made to
that certain letter agreement dated as of November 30, 1998 by and among
Administrative Agent,
-8-
Borrower and Banks pursuant to which Banks granted their consent to the
consummation by Parent and Borrower of the "Emigration Transaction" (as therein
defined) (the "Emigration Consent Letter"). Pursuant to the Emigration Consent
Letter, Borrower, Administrative Agent and Banks agreed that, upon the
completion of the Emigration Transaction, Borrower, Administrative Agent and
Banks will enter into a Fourth Amendment to Credit Agreement in the form
attached as Exhibit A to the Emigration Consent Letter (the Fourth Amendment to
Credit Agreement attached to, and to be executed pursuant to, the Emigration
Consent Letter is referred to herein as the "Contemplated Amendment"). Borrower,
Administrative Agent, and Banks reaffirm their obligations under the Emigration
Consent Letter including the obligation to enter into the Contemplated
Amendment; provided, that Borrower, Administrative Agent and Banks further agree
that certain conforming revisions will be made to the Contemplated Amendment
when executed to give effect to this Fourth Amendment. Such conforming revisions
will (a) include revisions to reflect that the Contemplated Amendment is the
fifth amendment to the Credit Agreement (not the Fourth Amendment), and (b) give
effect to the amendments to Article V, Article IX, and to Sections 1.1, 2.6,
9.5, 9.7, 9.11, 10.2, 10.3 and 11.1 of the Credit Agreement contained in this
Fourth Amendment.
Section 8. Effectiveness of Amendment. With the exception of Section 3
hereof, this Fourth Amendment shall be effective automatically and without the
necessity of any further action by Administrative Agent, Parent, Borrower or any
Bank when counterparts hereof have been executed by Administrative Agent,
Parent, Borrower and Required Banks; provided, that upon such execution, the
amendments contained in Section 1 hereof will be deemed to be effective as of
December 31, 1998. Section 3 hereof will be effective automatically and without
the necessity of any further action on the part of Administrative Agent, Parent,
Borrower or any Bank when counterparts hereof have been executed by
Administrative Agent, Parent, Borrower and all Banks.
Section 9. Closing Deliveries. Simultaneously with their execution and
delivery hereof, Parent and Borrower shall deliver to Administrative Agent: (a)
such certificates of Authorized Officers of Parent and Borrower, certificates of
Governmental Authorities, certified copies of the charter and by-laws of Parent
and Borrower, certified copies of resolutions of the Boards of Directors of
Parent and Borrower and such other documents, instruments and agreements as
Administrative Agent shall require to evidence the valid corporate existence and
authority to conduct business of Parent and Borrower and the due authorization,
execution and delivery of this Fourth Amendment by Parent and Borrower, and (b)
opinions of Jenkens & Xxxxxxxxx and Burnet, Xxxxxxxxx & Xxxxxx, counsel to
Parent and Borrower, with respect to the due authorization, execution, delivery
and enforceability of this Fourth Amendment and such other matters related
thereto as Administrative Agent shall require. The failure of Parent and
Borrower to timely comply with this Section 6 shall constitute an Event of
Default under and for all purposes of this Fourth Amendment and the other Loan
Papers.
Section 10. Amendment Fee. Upon execution of this Fourth Amendment by
Required Banks, Borrower shall pay to Administrative Agent for the ratable
benefit of Executing Banks (determined in the manner set forth below) a fee in
the aggregate amount of $275,000. Such fee shall be distributed by
Administrative Agent to each Executing Bank (provided that such Executing Bank
executes and delivers this Fourth Amendment on or before February 19, 1999)
ratably based on the
-9-
percentage, expressed as a decimal, determined by dividing the Commitment
Percentage of such Executing Bank by the aggregate Commitment Percentages of all
Executing Banks.
Section 11. Representations and Warranties of Borrower. To induce Banks and
Administrative Agent to enter into this Fourth Amendment, Borrower and Parent
hereby represent and warrant to Administrative Agent and Banks as follows:
11.1 Reaffirmation of Representations and Warranties. 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.
11.2 Due Authorization, No Conflicts. The execution, delivery and performance
by Borrower and Parent of this Fourth Amendment are within 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 Parent or result in the creation or imposition of
any Lien upon any of the assets of Borrower or the Subsidiaries of Borrower or
Parent except Permitted Encumbrances.
11.3 Validity and Binding Effect. This Fourth Amendment constitutes the valid
and binding obligations of Borrower and 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.
11.4 No Defenses. Borrower and Parent have no defenses to payment,
counterclaim or rights of set-off with respect to the Obligations existing on
the date hereof.
Section 12. Miscellaneous.
12.1 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 hereby
extends the Liens securing the Obligations until the Obligations have been paid
in full or are specifically released by Administrative Agent and Banks prior
thereto, and agree 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.
12.2 Parties in Interest. All of the terms and provisions of this Fourth
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
12.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable
fees
-10-
and expenses of counsel to Administrative Agent incurred by Administrative
Agent, in connection with the preparation, negotiation and execution of this
Fourth Amendment and all related documents.
12.4 Counterparts. This Fourth Amendment may be executed in counterparts, and
all parties need not execute the same counterpart; however, no party shall be
bound by this Fourth Amendment until counterparts hereof have been executed by
the parties specified in Section 5 hereof.
Facsimiles shall be effective as originals.
12.5 Complete Agreement. THIS FOURTH 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 BETWEEN THE PARTIES.
12.6 Headings. The headings, captions and arrangements used in this Fourth
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Fourth Amendment, nor
affect the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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:
-----------------------------------
Xxxxxx Xxxxxxx
President and Chief Executive Officer
By:
-----------------------------------
Xxxx Xxxxxxx
Chief Financial Officer and Secretary
-11-
PARENT:
-------
DENBURY RESOURCES, INC., a corporation
incorporated under the Canadian Business
Corporations Act
By:
-----------------------------------
Xxxxxx Xxxxxxx
President and Chief Executive Officer
By:
-----------------------------------
Xxxx Xxxxxxx
Chief Financial Officer and Secretary
ADMINISTRATIVE AGENT:
---------------------
NATIONSBANK, N.A.,
successor by merger to
NationsBank of Texas, N.A.
By:
-----------------------------------
Xxxxx Xxxxxx
Vice president
BANKS:
------
NATIONSBANK, N.A.,
successor by merger to
NationsBank of Texas, N.A.
By:
-----------------------------------
Xxxxx Xxxxxx
Vice president
-12-
BANKBOSTON, N.A.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
BANK ONE, TEXAS, N.A.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
CHRISTIANAIA BANK, OG KREDITKASSE ASA
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
BANQUE PARIBAS
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
-13-
CREDIT LYONNAIS - NEW YORK BRANCH
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
XXXXX FARGO BANK (TEXAS), N.A.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
NATEXIS BANQUE BFCE
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
-14-
