0000950134-08-019889 Sample Contracts

SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 7th, 2008 • Denbury Resources Inc • Crude petroleum & natural gas

This Second Amendment to Sixth Amended and Restated Credit Agreement (this “Second Amendment”) is entered into effective as of the 7th day of October, 2008 (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”).

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Option Agreement By and Between TEXCAL ENERGY SOUTH TEXAS, L.P. (“Optionor”) and DENBURY ONSHORE, LLC (“Optionee”) dated November 1, 2006
Option Agreement • November 7th, 2008 • Denbury Resources Inc • Crude petroleum & natural gas • Texas

This Option Agreement (“Agreement”), dated as of November 1, 2006, is by and between TexCal Energy South Texas, L.P. whose address is 1021 Main Street, Suite 2500, Houston, Texas 77002 (“Optionor”), and Denbury Onshore, LLC, whose address is 5100 Tennyson Parkway, Suite 1200, Plano, Texas 75024 (“Optionee”). Optionor and Optionee are sometimes together referred to herein as “Parties”.

FIRST AMENDMENT TO OPTION AGREEMENT
Option Agreement • November 7th, 2008 • Denbury Resources Inc • Crude petroleum & natural gas

This First Amendment to Option Agreement (“First Amendment”), dated as of August 29, 2008, is by and between TexCal Energy South Texas, L.P. whose address is 1021 Main Street, Suite 2500, Houston, Texas 77002 (“Optionor”), and Denbury Onshore, LLC, whose address is 5100 Tennyson Parkway, Suite 1200, Plano, Texas 75024 (“Optionee”). Optionor and Optionee are sometimes together referred to herein as “Parties”.

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