			September 30,		December 31,
In thousands			2012		2011
Bank Credit Facility			$	625,000	$	385,000
9½% Senior Subordinated Notes due 2016, including premium of $9,802 and $11,854, respectively				234,722		236,774
9¾% Senior Subordinated Notes due 2016, including discount of $14,640 and $17,854, respectively				411,710		408,496
8¼% Senior Subordinated Notes due 2020				996,273		996,273
6⅜% Senior Subordinated Notes due 2021				400,000		400,000
Other Subordinated Notes, including premium of $27 and $33, respectively				3,834		3,840
NEJD Pipeline financing				160,684		163,677
Free State Pipeline financing				77,830		79,597
Capital lease obligations				165,447		4,388
	Total			3,075,500		2,678,045
		Less current obligations		(36,635)		(8,316)
	Long-term debt and capital lease obligations		$	3,038,865	$	2,669,729

The parent company, Denbury Resources Inc. (“DRI”), is the sole issuer of all of our outstanding senior subordinated notes. DRI has no independent assets or operations. Certain of DRI's subsidiaries guarantee our debt. Each such subsidiary guarantor is 100% owned by DRI, and the guarantees are full and unconditional and joint and several obligations of the subsidiary guarantors. Any subsidiaries of DRI other than the subsidiary guarantors are minor subsidiaries.

In March 2010, we entered into a $1.6 billion revolving credit agreement with JPMorgan Chase Bank, N.A. as administrative agent, and other lenders party thereto (as amended the “Bank Credit Agreement”). Availability under the Bank Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on or prior to May 1 and November 1 of each year, and is subject to requested special redeterminations. In September 2012, the banks reaffirmed our borrowing base of $1.6 billion; our next semi-annual redetermination is scheduled to occur on or around May 1, 2013. The borrowing base is adjusted at the banks' discretion and is based in part upon certain external factors over which we have no control. The weighted average interest rate on borrowings under the credit facility, evidenced by the Bank Credit Agreement (the “Bank Credit Facility”) was 2.0% for the nine months ended September 30, 2012. We incur a commitment fee on the unused portion of the Bank Credit Facility of either 0.375% or 0.5%, based on the ratio of outstanding borrowings under the Bank Credit Facility to the borrowing base. The Bank Credit Agreement is scheduled to mature in May 2016.

In November 2012, we entered into the Ninth Amendment to the Bank Credit Agreement (the “Ninth Amendment”) pursuant to which certain provisions of the Bank Credit Agreement were amended to, among other things (i) permit the sale of the Bakken area assets (without any change in our borrowing base), and (ii) increase the amount of distributions Denbury may make to its equity holders, including the repurchase of our common stock and/or the making of cash dividends with respect thereto, from an aggregate amount of $500 million up to an aggregate amount of $1.2 billion during the term of the Bank Credit Agreement, subject, in the case of such distributions, to certain existing restrictions and conditions, including the absence of any default or borrowing base deficiency, availability of no less than 25% of the borrowing base and compliance with all financial covenants, in each case on a pro forma basis after giving effect to any such distribution. The Ninth Amendment also provided a limited waiver of any oil hedging noncompliance that may occur as a result of the Pending Exchange Transaction during the period commencing on the closing date of the Pending Exchange Transaction and continuing through and including December 31, 2013.

In July 2012, we entered into the Eighth Amendment to the Bank Credit Agreement (the “Eighth Amendment”) permitting the Company to incur capital lease obligations in an aggregate amount outstanding at any time not to exceed $300 million. The Bank Credit Agreement permits the Company to incur up to $40 million of other unsecured debt, and prior to the effectiveness of the Eighth Amendment capital leases would have been captured in this permitted debt basket. The Bank Credit Agreement was amended concurrent with the Company's change in classification of equipment leases from operating to capital in the second quarter of 2012 (see Capital Leases below), and the Eighth Amendment included the granting by the lenders of a waiver of any applicable violations of the provisions of the Bank Credit Agreement resulting from such correction and the Company's recording of its equipment leases as debt. In April 2012, we entered into the Seventh Amendment to the Bank Credit Agreement (the “Seventh Amendment”). Under the Seventh Amendment, we increased the amount of additional permitted subordinated debt (other than refinancing debt) from $300.0 million to $650.0 million.

In February 2011, we issued $400.0 million of 6⅜% Senior Subordinated Notes due 2021 (“2021 Notes”). The 2021 Notes, which carry a coupon rate of 6.375%, were sold at par. The net proceeds of $393.0 million were used to repurchase a portion of our outstanding 2013 Notes and 2015 Notes (see Redemption of our 2013 and 2015 Notes below).

Pursuant to cash tender offers, during March 2011, we repurchased $169.6 million in principal of our 7½% Senior Subordinated Notes due 2013 (“2013 Notes”) at 100.625% of par, and $220.9 million in principal of our 7½% Senior Subordinated Notes due 2015 (“2015 Notes”) at 104.125% of par. We called the remaining 2013 Notes and 2015 Notes, repurchasing all of the remaining outstanding 2015 Notes ($79.1 million) at 103.75% of par on March 21, 2011 and all of the remaining outstanding 2013 Notes ($55.4 million) at par on April 1, 2011. We recognized a $16.1 million loss during the nine months ended September 30, 2011 associated with the debt repurchases, which is included in our Unaudited Condensed Consolidated Statements of Operations under the caption “Loss on early extinguishment of debt.”

During the second quarter of 2012, we corrected the accounting for our equipment leases from operating leases to capital leases to comply with ASC Topic 840, Leases as a result of the consideration of nonperformance-related default covenants included in our equipment lease agreements. We recorded a cumulative adjustment to establish the capital lease assets as “Other property and equipment” ($155.6 million) and the capital lease obligations as “Long-term debt” ($138.9 million) and “Current maturities of long-term debt” ($25.1 million) on the accompanying Unaudited Condensed Consolidated Balance Sheets. We also recognized the cumulative pre-tax impact of $8.4 million ($5.2 million after tax) as “Other expenses” on the accompanying Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2012. Because the amounts involved were not material to the Company's financial statements in any individual prior period, and the cumulative impact is not material to the estimated results of operations for the year ending December 31, 2012, we recorded the cumulative effect of correcting these items during the second quarter of 2012.