Exhibit 4.5
AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of
January 20, 1998, 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");
WHEREAS, the Company and TPG are parties to that certain Stock
Purchase Agreement dated as of January 20, 1998 (the "Stock Purchase
Agreement"), whereby TPG has agreed to purchase $5,000,000 of the Company's
Common Shares (the "Shares"); 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 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 follow:
(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 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 those two certain Stock
Purchase Agreements dated as of October 2, 1996, and January 20, 1998, by and
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: _______________________________________
Xxxx Xxxxxxx, Chief Financial Officer
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
Xxxxx X'Xxxxx, Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
Xxxxx X'Xxxxx, Vice President
