Vicki von Krause Syndicated & Leveraged Finance Telephone: 312-732-2036

Exhibit 10

		Xxxxx xxx Xxxxxx		Syndicated & Leveraged Finance		Telephone: 000-000-0000
				131 X. Xxxxxxxx		Fax: 000-000-0000
				Mail Suite IL1-0429		E-Mail: xxxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx
				Xxxxxxx, Xxxxxxxx 00000-0000

March 17, 2006

To the Lenders to
Denbury Onshore, LLC
Fifth Amended and Restated Credit Agreement
Dated September 1, 2004

Re: Borrowing Base Determination – Spring 2006 (revised)

Ladies and Gentlemen;

JPMorgan Chase Bank, N.A., as Administrative Agent, proposes a $300,000,000 Borrowing Base, effective as of March 29, 2006 and continuing until the next Borrowing Base Determination. The Total Commitment will remain at $150,000,000.

Kindly, indicate your approval of the proposed Borrowing Base of $300,000,000 until the next re-determination by signing in the space indicated below and returning to the attention of Xxxxx xxx Xxxxxx by Tuesday, March 28, 2006 via facsimile to (000) 000-0000.

Determination of the Borrowing Base is governed by Section 5.2 of the Fifth Amended and Restated Credit Agreement dated September 1, 2004. Each Borrowing Base determination shall be made by the Banks in their sole discretion.

Sincerely,

Xxxxx xxx Xxxxxx

Page 2 of 2
March 17, 2006

APPROVAL OF $300,000,000 BORROWING BASE, EFFECTIVE MARCH 29, 2006 FOR DENBURY ONSHORE, LLC.

JPMORGAN CHASE BANK, N.A., as a Lender
and as Administrative Agent
By:		/s/ J. Xxxxx Xxxxxx
Name:		J. Xxxxx Xxxxxx
Title:		Vice President
CALYON NEW YORK BRANCH
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Vice President
By:		/s/ Xxxxxxxx Corohomme
Name:		Xxxxxxxx Corohomme
Title:		Director
FORTIS CAPITAL CORP.
By:		/s/ Xxxxx Xxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxx
Title:		Senior Vice President
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Managing Director
UNION BANK OF CALIFORNIA, N.A.
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Investment Banking Officer
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President
COMERICA BANK
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President
BANK OF AMERICA, N.A.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President
XXXXX FARGO BANK, N.A.
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Vice President
BANK OF SCOTLAND
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Assistant Vice President
COMPASS BANK
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Senior Vice President