0000950134-06-004437 Sample Contracts

STOCK APPRECIATION RIGHTS AGREEMENT CLIFF VESTING AWARDS FOR DENBURY RESOURCES INC.
Stock Appreciation Rights Agreement • March 8th, 2006 • Denbury Resources Inc • Crude petroleum & natural gas

A total of ___Stock Appreciation Rights (individually, and collectively, “SAR(s)”) are hereby granted to ___(the “Holder”) on ___(“Date of Grant”) at the Grant Value determined in this SAR Agreement, and in all respects subject to the terms, definitions and provisions, of the 2004 Omnibus Stock and Incentive Plan For Denbury Resources Inc. (the “Plan”), which is incorporated herein by reference except to the extent otherwise expressly provided in this SAR Agreement.

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STOCK APPRECIATION RIGHTS AGREEMENT ANNUAL VESTING AWARDS FOR DENBURY RESOURCES INC.
Stock Appreciation Rights Agreement • March 8th, 2006 • Denbury Resources Inc • Crude petroleum & natural gas

A total of ___Stock Appreciation Rights (individually, and collectively, “SAR(s)”) are hereby granted to ___(the “Holder”) on ___(“Date of Grant”) at the Grant Value determined in this SAR Agreement, and in all respects subject to the terms, definitions and provisions, of the 2004 Omnibus Stock and Incentive Plan For Denbury Resources Inc. (the “Plan”), which is incorporated herein by reference except to the extent otherwise expressly provided in this SAR Agreement.

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 8th, 2006 • Denbury Resources Inc • Crude petroleum & natural gas

This Second Amendment to Fifth Amended and Restated Credit Agreement (this “Second Amendment”) is entered into effective as of the 1st day of December, 2005 (the “Effective Date”), by and among Denbury Onshore, LLC, a Delaware limited liability company (“Borrower”), Denbury Resources Inc., a Delaware corporation (“Parent”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative Agent”), and the financial institutions parties hereto as Banks (“Banks”).

AMENDMENT FOR INCREASED COMMITMENT
Credit Agreement • March 8th, 2006 • Denbury Resources Inc • Crude petroleum & natural gas

THIS AMENDMENT FOR INCREASED COMMITMENT (this “Amendment”) is made as of the 11th day of January, 2006, by and among Denbury Onshore, LLC, a Delaware limited liability company (“Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) (“Administrative Agent”), and the Banks party hereto (“Supplemental Banks”).

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