8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 18, 2009

DENBURY RESOURCES INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

1-12935	20-0467835
(Commission File Number)	(I.R.S. Employer
	Identification No.)
5100 Tennyson Parkway
Suite 1200
Plano, Texas	75024
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code: (972) 673-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-4.1

EX-99.1

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 18, 2009, pursuant to a purchase and sale agreement (the “Purchase and Sale Agreement”), previously announced on December 3, 2009, among Denbury Onshore, LLC (“Onshore”), a wholly owned subsidiary of Denbury Resources Inc. (NYSE symbol: DNR) (“Denbury”), and Wapiti Energy, LLC, Wapiti Operating, LLC and Wapiti Gathering, LLC (collectively, “Wapiti”), Onshore completed the acquisition of certain oil and gas assets in the Conroe Field.

The assets purchased in the transaction include leases, real property, personal property, incidental rights, the Conroe Field Unit, shallow rights, the Wilcox wells, and reversionary interests in the deep rights as set forth in the Purchase and Sale Agreement (collectively, the “Conroe Assets”).

The Purchase and Sale Agreement provides for a purchase price of $430.7 million consisting of $256 million in cash and 11,620,000 shares of Denbury common stock, par value $.001 per share (the “Shares”). The cash amount paid at closing was $269.8 million, which reflects $15.6 million for amounts in escrow accounts reserved for plugging and abandonment and adjustments to the purchase price.

Item 3.02. Unregistered Sales of Equity Securities.

The information in the third paragraph of Item 2.01 above is incorporated by reference into this Item 3.02. Upon the closing of the purchase of the Conroe Assets, Denbury issued 11,620,000 Shares as partial consideration for the Conroe Assets. The issuance of the Shares qualifies as a transaction by an issuer not involving any public offering pursuant to Section 4(2) of the Securities Act of 1933 (the “Securities Act”). The issuance also qualifies for an exemption as a limited offer and sale pursuant to Section 506 of Regulation D promulgated under the Securities Act (“Regulation D”), as the Company is issuing shares solely to accredited investors and has satisfied the other conditions set forth or referenced in Section 506 of Regulation D.

Pursuant to a registration rights agreement dated December 18, 2009 and attached hereto as Exhibit 4.1, Denbury agreed to provide designated owners of Wapiti with resale registration rights covering the 11,620,000 Shares.

Item 8.01. Other Events.

Sale of Class A Membership Interests in General Partner of Genesis Energy, L.P.

As previously announced by Genesis Energy, L.P. (AMEX symbol: GEL) (“Genesis”) on December 17, 2009, Denbury and Denbury Gathering & Marketing, Inc. (“DGM”), as selling parties, and Q Genesis Acquisition, LLC (the “Buyer”), an affiliate of Quintana Capital Group L.P., entered into a definitive purchase agreement whereby Buyer will acquire all of DGM’s Class A membership interests in Genesis Energy, LLC, (the “Genesis GP”), the general partner of Genesis for net proceeds calculated as $100 million less adjustments currently estimated to be approximately $15 million (including those related to Genesis management incentive compensation and other selling costs). Upon closing, Buyer will control the Genesis GP. Post-closing, Denbury will continue to own approximately 10% of the outstanding common units of Genesis.

The agreement contains termination rights for both parties, including the failure to close the transaction by February 28, 2010, and is subject to certain closing conditions.

Amendment to Credit Agreement.

Effective December 16, 2009, Onshore entered into the Fourth Amendment, attached hereto as Exhibit 99.1 (the “Amendment”), to the Sixth Amended and Restated Credit Agreement among Onshore, Denbury and JPMorgan Chase Bank, N.A., as Administrative Agent, and the financial institutions signatory thereto dated as of September 14, 2006 (the “Credit Agreement”) to waive certain provisions of the Credit Agreement related to, and in order to permit the acquisition of the Conroe Assets described in Item 2.01 hereof and the disposition of Barnett Shale assets previously announced by Denbury on December 3, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.1	-	Registration Rights Agreement dated December 18, 2009 by and among Denbury Resources Inc. and certain investors in Denbury Resources Inc. common stock.
Exhibit 99.1	-	Fourth Amendment, effective as of December 16, 2009, to the Sixth Amended and Restated Credit Agreement among Onshore, Denbury and JPMorgan Chase Bank, N.A., as Administrative Agent, and the financial institutions signatory thereto dated as of September 14, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Denbury Resources Inc. (Registrant)
Date: December 23, 2009	By:	/s/ Alan Rhoades
		Alan Rhoades
		Vice President – Accounting

EXHIBIT INDEX

Exhibit 4.1	-	Registration Rights Agreement dated December 18, 2009 by and among Denbury Resources Inc. and certain investors in Denbury Resources Inc. common stock.
Exhibit 99.1	-	Fourth Amendment, effective as of December 16, 2009, to the Sixth Amended and Restated Credit Agreement among Onshore, Denbury and JPMorgan Chase Bank, N.A., as Administrative Agent, and the financial institutions signatory thereto dated as of September 14, 2006

EX-4.1

Exhibit 4.1

DENBURY RESOURCES INC.

REGISTRATION RIGHTS AGREEMENT
dated as of December 18, 2009

DENBURY RESOURCES INC.

REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this “Agreement”), is made and entered into December 18, 2009, by and among Denbury Resources Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Schedule A attached hereto (collectively, the “Investors”).

          The Company and Wapiti Energy, LLC have entered into a Purchase and Sale Agreement (the “PSA”) dated November 30, 2009 in which the Investors will acquire shares of the Common Stock (as defined below) of the Company. The Company and the Investors deem it to be in their respective best interests to set forth their rights in connection with public offerings and sales of the Common Stock and are entering into this Agreement as a condition to and in connection with the PSA.

          NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the Company and the Investors hereby agree as follows:

     Section 1. Definitions.

          As used in this Agreement, the following terms shall have the following meanings:

          “Affiliate” has the meaning set forth in Rule 12b-2 under the Exchange Act.

          “Best Efforts” means best efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense.

          “Blackout Period” has the meaning set forth in Section 7 hereof.

          “Board” means the Board of Directors of the Company.

          “Commission” means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

          “Common Stock” means the common stock, $.001 par value per share, of the Company.

          “Company” has the meaning set forth in the introductory paragraph.

          “Company Meeting” means the meeting of the Company’s stockholders called to approve the Merger (as defined in the Merger Agreement as in effect on the date hereof).

          “Effectiveness Period” shall mean the period beginning on the second business day following the S-4 Effective Date and ending on the earlier of (i) the sale pursuant to the Shelf Registration Statement or Rule 144 of all Registrable Shares, and (ii) the later of (x) the date when all Registrable Shares are eligible to be sold pursuant to Rule 144 without limitation

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and (y) the first anniversary of the Closing Date (as defined in the PSA); provided, however, that notwithstanding the foregoing, if one or more Suspension Notices is given, then the last day of the Effectiveness Period pursuant to this clause (ii)(y) shall not occur until the date that is a number of days after the first anniversary of the Closing Date equal to the aggregate number of days of all Blackout Periods pursuant to Section 7.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.

          “FINRA” means the Financial Industry Regulatory Authority, Inc.

          “Fully Marketed Underwritten Offering” has the meaning set forth in Section 4 hereof.

          “Holders” or “Holder” means the Investors, and includes any successor to, or assignee or transferee of, any such Person which agrees in writing to be treated as an Investor hereunder and to be bound by the terms and comply with all applicable provisions hereof.

          “Holders’ Counsel” has the meaning set forth in Section 4(c) hereof.

          “Immediate Family” has the meaning set forth in Rule 16a-1(e) under the Exchange Act.

          “Investors” is as defined above.

          “Lockup Period” means the period of time from the date of this Agreement until the earlier of (i) the 2^nd business day following the date on which the merger of Encore Acquisition Company with and into the Company is closed, (ii) the date on which the Merger Agreement is terminated or expires or (iii) the Outside Lockup Date.

          “Merger Agreement” means the Agreement and Plan of Merger by and between the Company and Encore Acquisition Company dated October 31, 2009, as amended.

          “Outside Lockup Date” means May 31, 2010; provided, however, that if, as of May 31, 2010 the Company Meeting has not occurred and the Scheduled Meeting Date is on or prior to June 30, 2010 (such Scheduled Meeting Date, without regard to any postponement or adjournment of such meeting which occurs on or after May 31, 2010, is hereinafter referred to as the “Applicable Extension Date”), then the Outside Lockup Date shall be extended to the trading day immediately preceding the Applicable Extension Date; provided, further, however, that notwithstanding the foregoing, in no event shall the Outside Lockup Date be later than June 28, 2010.

          “Permitted Transfer” has the meaning set forth in Section 18 hereof.

          “Person” means any individual, corporation, partnership, firm, limited liability company, unlimited liability company, joint venture, association, trust, unincorporated organization, governmental entity (or political subdivision thereof) or other entity.

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          “Primary Shares” means at any time the authorized, but unissued, shares of Common Stock and shares of Common Stock held by the Company in its treasury.

          “Prospectus” means the prospectus or prospectuses forming a part of, or deemed to form a part of, or included in, or deemed included in, any registration statement, as amended or supplemented by a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

          “PSA” is as defined above.

          “Registrable Shares” means (i) any shares of Common Stock issued in connection with the PSA and (ii) any shares of Common Stock which may be issued or distributed in respect of such shares of Common Stock by way of conversion, concession, stock dividend or stock split or other distribution, recapitalization or reclassification or similar transaction. Any Registrable Share will cease to be a Registrable Share when (a) a registration statement covering such Registrable Share has been declared effective by the Commission and such Registrable Share has been sold or disposed of pursuant to such effective registration statement; (b) such Registrable Share has been disposed of pursuant to any section of Rule 144 or (c) such Registrable Share is held by the Company or one of its subsidiaries.

          “Registration Date” means the date upon which the Shelf Registration Statement pursuant to which the Company shall have initially registered the Registrable Shares under the Securities Act for sale to the public shall have been declared effective.

          “Registration Expenses” has the meaning set forth in Section 4(c).

          “Rule 144” means Rule 144 promulgated under the Securities Act, as such rule may be amended from time to time, or any successor rule thereto or any complementary rule thereto (such as Rule 144A).

          “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

          “S-4 Effective Date” means the earlier of (i) the date on which the Company’s registration statement on Form S-4 filed in connection with the Agreement and Plan of Merger by and between the Company and Encore Acquisition Company is declared effective by the Commission and (ii) the last day of the Lockup Period.

          “Scheduled Meeting Date” means the date on which the Company Meeting is scheduled to occur based on the stockholders meeting date set forth in the Joint Proxy Statement (as defined in the Merger Agreement as in effect on the date hereof) mailed to the Company’s stockholders prior to May 31, 2010.

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          “Securities Act” means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

          “Shelf Registration Statement” has the meaning set forth in Section 2 hereof.

          “Suspension Notice” has the meaning set forth in Section 7 hereof.

          “Underwritten Registration” or “Underwritten Offering” means an offering in which securities of the Company are sold to one or more underwriters (as defined in Section 2(a)(11) of the Securities Act) for resale to the public.

     Section 2. Registration on Form S-3.

          (a) The Company shall, within 2 business days following the S-4 Effective Date, file a registration statement on Form S-3 or such other form under the Securities Act then available to the Company, providing for the resale pursuant to Rule 415 from time to time by the Holders of the Registrable Shares (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post- effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such shelf registration statement, the “Shelf Registration Statement”). The Company shall use its Best Efforts to cause the Shelf Registration Statement to be declared effective by the Commission upon filing. The Company shall maintain the effectiveness of the Shelf Registration Statement until the end of the Effectiveness Period. The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

          (b) If the Shelf Registration Statement required by Section 2(a) above is (i) not filed within 2 business days following the S-4 Effective Date, or (ii) not declared effective by the Commission upon filing, in addition to any other remedies available to the Holders, the Holders shall be entitled to specific performance pursuant to Section 23(b).

     Section 3. Piggyback Rights.

          If the Company proposes to offer and sell Primary Shares pursuant to an Underwritten Offering during the Effectiveness Period, it shall give written notice to the Holders at least 15 days before the launch of such Underwritten Offering. Upon written notice from any Holder (such notice to specify the number of Registrable Shares requested to be included in such Underwritten Offering and state that such Holder of the Registrable Shares desires to sell such Registrable Shares in the public securities markets) delivered to the Company within 5 business days after delivery of the notice by the Company, the Company shall use commercially reasonable efforts to cause all such Registrable Shares to be included in the Underwritten Offering on the same terms and conditions as the Primary Shares otherwise being sold; provided, however, that if the managing underwriter determines in good faith and advises the Company that the inclusion of some or all Registrable Shares would interfere with the successful marketing (including pricing) of the Underwritten Offering, the Primary Shares and Registrable Shares

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shall be included in the following order: (i) all of the Primary Shares; and (ii) the Registrable Shares, pro rata among the Holders based upon the number of Registrable Shares requested to be included by each Holder.

     Section 4. Requested Underwritten Offering; Registration Expenses.

          (a) If one or more Holders owning, in the aggregate, at least a majority of the Registrable Shares at such time (the “Initiating Holder(s)”) notify the Company in writing that the intended manner of disposition of all or part of the Registrable Shares then held by such Initiating Holder(s) is to be made pursuant to an Underwritten Offering “take-down” under the Shelf Registration Statement (a “Fully Marketed Underwritten Offering”), then the Company shall, within 5 business days of the receipt thereof, give written notice of such intention to all other Holders of Registrable Shares under such Shelf Registration Statement, who must respond in writing within 15 business days requesting inclusion of such Holders’ Registrable Shares in such Fully Marketed Underwritten Offering in order to participate in such Fully Marketed Underwritten Offering. In such event, the right of any Holder to include its Registrable Shares in such Fully Marketed Underwritten Offering shall be conditioned upon such Holder’s participation in such Fully Marketed Underwritten Offering and inclusion of such Holder’s Registrable Shares in the Fully Marketed Underwritten Offering to the extent provided herein. Notice will be deemed to have been given to a Holder if it is mailed to the address last provided by the Holder in writing to the Company for such Holder.

          (b) The Holder(s) of a majority of the Registrable Shares requested to be included in the Fully Marketed Underwritten Offering (the “Participating Majority”) shall select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such Fully Marketed Underwritten Offering. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement with such underwriter or underwriters in accordance with Section 12. The Company shall not, without the written consent of the Participating Majority, include in such Fully Marketed Underwritten Offering any securities other than those beneficially owned by the participating Holders. For avoidance of doubt, a piggyback registration or offering shall not be deemed to be a Fully Marketed Underwritten Offering. Notwithstanding any other provision of this Section 4(b), if the managing underwriter advises the Company and the participating Holders in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Shares) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Company shall so advise all Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the amount of Registrable Shares that may be included in the underwriting shall be allocated among participating Holders, (i) first among the participating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Shares held by such Holders requested to be included in such underwriting and (ii) second to the extent all Registrable Shares requested to be included in such underwriting by the participating Holders have been included, to any securities to be included with the written consent of the Participating Majority pursuant to the previous sentence allocated on such basis as the Company shall determine. The Company shall only be required to effectuate one Fully Marketed Underwritten Offering; provided, however, that (i) for the avoidance of doubt, subject to the provision with

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respect to payment of Registration Expenses for a withdrawn Fully Marketed Underwritten Offering set forth in Section 4(c), the Company shall not be deemed to have effectuated any Fully Marketed Underwritten Offering that is withdrawn at the request of the Participating Majority and(ii) an Underwritten Offering shall not count as a Fully Marketed Underwritten Offering if the Holders participating in such offering are not able to sell at least 50% of the Registrable Shares desired to be sold in such Fully Marketed Underwritten Offering. The Company shall prepare preliminary and final prospectuses (preliminary and final prospectus supplements in the case of an offering pursuant to the Shelf Registration Statement) for use in connection with the Fully Marketed Underwritten Offering, containing such additional information as may be reasonably requested by the underwriter(s).

          (c) All expenses (other than underwriting discounts, commissions relating to the Registrable Shares and fees of attorneys retained by the Holders, as provided below) incident to the Company’s performance under or compliance with this Agreement (including without limitation in connection with a Fully Marketed Underwritten Offering) including, without limitation, all registration and filing fees (including all Commission registration fees and FINRA filing fees), fees and expenses of complying with securities and blue sky laws, listing application fees, reasonable printing expenses, transfer agent’s and registrar’s fees, costs of distributing Prospectuses in preliminary and final form as well as supplements thereto and fees and expenses of the Company’s counsel, accountants and other Persons retained by the Company and reasonable fees and expenses of one counsel for the participating Holders selected by the Participating Majority (which counsel shall be reasonably acceptable to the Company) (the “Holders’ Counsel”) incurred in connection with any Fully Marketed Underwritten Offerings hereunder (the “Registration Expenses”) shall be paid by the Company; provided, however, that all underwriting discounts and selling commissions applicable to the Registrable Shares and the fees of all other attorneys retained by the Holders, except for one Holders’ Counsel as described in this Section 4(c), shall be borne by the Holders; provided, further that if the Fully Marketed Underwritten Offering is withdrawn at the request of the Participating Majority, each Holder that had elected to participate in such Fully Marketed Underwritten Offering shall pay its pro-rata share of 50% of the Registration Expenses incurred by the Company in connection with such withdrawn Fully Marketed Underwritten Offering, in which case the Company shall not be deemed to have effectuated a Fully Marketed Underwritten Offering, provided, further, that if such withdrawal request is the result of a material adverse change or event in the business, condition (financial or otherwise), assets or prospects of the Company, the Company will pay all of the Registration Expenses and the withdrawn Fully Marketed Underwritten Offering will not count as a Fully Marketed Underwritten Offering.

     Section 5. Holdback Agreement.

          Each of the Holders (regardless of whether or not such Holder is a selling stockholder in any Fully Marketed Underwritten Offering initiated pursuant to Section 4(a), and, in each case, with respect to the Registrable Shares not included in such Fully Marketed Underwritten Offering) and the Company agrees not to, directly or indirectly offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the forty-five (45) days beginning on the pricing date of any Fully Marketed Underwritten Offering initiated pursuant to Section 4(a) (except as part of such

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underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering or the Participating Majority otherwise agrees to a shorter period; provided that the Participating Majority shall be entitled to waive the provisions of this Section 5 with respect to any Holder or Holders; provided, further, however, that if the Participating Majority waives this Section 5 with respect to any Affiliate of any member of the Participating Majority, it shall not unreasonably withhold consent to a waiver of this Section 5 with respect to any other Holder who requests such a waiver. Notwithstanding anything herein to the contrary, the restrictions in this Section 5 do not apply either (i) to the vesting of restricted stock, the issuance by the Company of restricted stock under any Company stock option or stock purchase plan or director compensation plan, the grant of stock options under any Company stock option plan or upon the exercise of stock options issued under any such plan or (ii) to the settlement or closing by a Holder of a transaction, in accordance with its terms, that was established or entered into prior to the commencement of such 45-day period.

     Section 6. Preparation and Filing.

          At such time as the Company is under an obligation pursuant to the provisions of this Agreement to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable:

          (a) prepare and file with the Commission as promptly as possible after the S-4 Effective Date the Shelf Registration Statement and thereafter use best reasonable efforts to cause such Shelf Registration Statement to become and remain effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered by the Shelf Registration Statement;

          (b) furnish, at least 5 business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus (in each case including, without limitation, all exhibits) to each Holder and to the Holders’ Counsel, copies of all such documents proposed to be filed (it being understood that such 5 business day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Holders’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); provided, however, that the Company shall not file any part of any such documents to which the Holder shall have reasonably objected on the grounds that it does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; provided further that the Holders (and the underwriter(s), if any) shall have three business days to review and comment thereon, and the Company will make such changes and additions thereto as reasonably requested by the Holders (and the underwriter(s), if any) prior to filing any registration statement or amendment thereto or any Prospectus or any supplement thereto;

          (c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective during the Effectiveness Period, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Registrable Shares;

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          (d) notify in writing on a timely basis the Holders’ Counsel of the receipt by the Company of any notification with respect to (i) any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;

          (e) use commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Holders, or in the case of a Fully Marketed Underwritten Offering, the managing underwriter(s), reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Holders; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its Bylaws or Certificate of Incorporation or to modify any of its then existing contractual relationships;

          (f) furnish to the Holders such number of copies of a summary prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares, provided, however, that the Company shall have no obligation to furnish copies of a final Prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company;

          (g) in the case of a Fully Marketed Underwritten Offering or an offering in which any Holder may be deemed an “underwriter” as defined in Section 2(a)(11) of the Securities Act, (a) enter into and perform such customary agreements (including underwriting agreement in customary form) which may include customary indemnification provisions, (b) take all such other actions as the underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Registrable Shares and otherwise fully cooperate with the underwriter(s) in connection therewith, and (c) obtain for delivery to the Holders and the underwriter(s) an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to the Holders, the underwriters and their counsel;

          (h) without limiting subsection (e) above, use commercially reasonable efforts to cause such Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Holders holding such Registrable Shares to consummate the disposition of such Registrable Shares;

          (i) notify the Holders on a timely basis at any time when a prospectus relating to such Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in subparagraph (a) of this Section 6, of the happening of any

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event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the Holders, subject to Section 7 hereof, prepare and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

          (j) make available upon reasonable notice and during normal business hours, for inspection by any attorney, accountant, underwriter or other agent retained by the Holders (collectively, the “Inspectors”) all pertinent information as shall be reasonably necessary to enable the Inspectors and the Holders to exercise their applicable due diligence responsibilities, and cause the Company’s officers, directors and employees to supply such information; provided, however, that the Holders and Inspectors execute a confidentiality and non-use agreement in a form reasonably satisfactory to the Company;

          (k) (i) in connection with a Fully Marketed Underwritten Offering or an offering in which any Holder may be deemed an “underwriter” as defined in Section 2(a)(11) of the Securities Act, furnish an opinion of counsel for the Company to the underwriter(s) or Holders, as the case may be, reasonably satisfactory in form and substance to the underwriters(s) or Holders, as the case may be; and (ii) if requested, furnish “comfort letters” dated the effective date of the Shelf Registration Statement and, in the case of a Fully Marketed Underwritten Offering, as of the date of the applicable underwriting agreement and the closing date under the applicable underwriting agreement, in each case addressed to the Holders and each underwriter, if any, and signed by the independent certified public accountants who have certified the Company’s financial statements, each such “comfort letter” shall be in customary form and shall cover substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as are customarily covered in accountants’ letters delivered to the underwriters in primary underwritten public offerings of securities and such other matters as such underwriters may reasonably request.

          (l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;

          (m) issue certificates evidencing such Registrable Shares to any underwriter or other Person to which the Holders may sell the Registrable Shares in such offering free of restrictive legends and transfer restrictions;

          (n) list such Registrable Shares on each securities market and securities exchange on which the Company’s Common Stock are listed;

          (o) cooperate with the Holders and the underwriters, if any, and their respective counsel in connection with any filings to be made with the FINRA;

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          (p) otherwise use its Best Efforts to comply with all applicable rules and regulations of the Commission; and

          (q) subject to all the other provisions of this Agreement, use commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of such Registrable Shares contemplated hereby.

     Section 7. Suspension; Blackout Period.

          Each Holder agrees that upon written notice from the Company (a “Suspension Notice”) of (i) the happening of any event as a result of which the Prospectus included or deemed included in the Shelf Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statement therein not misleading or (ii) the Company’s reasonable determination that the disclosure of such event at such time would materially interfere with any proposed acquisition, disposition, financing or other material transaction involving the Company or its subsidiaries or would otherwise cause a material harm to the Company or, as determined by the Board, would not be in the best interest of the Company to be disclosed at such time, such Holder will forthwith discontinue the disposition of the Registrable Shares pursuant to the Shelf Registration Statement for only such time as reasonably necessary, after which the Company shall give the Holders written notice that the Blackout Period has ended. If the Company gives the Holders any Suspension Notice, the Company shall extend the period of time during which the Company is required to maintain the applicable registration statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date the Holders either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus (a “Blackout Period”). Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under the preceding sentence to suspend sales of Registrable Shares for a period in excess of 30 days consecutively or 90 days in the aggregate.

     Section 8. Lock-Up Agreement.

          Excluding Permitted Transfers, during the Lockup Period, no Holder will (i) directly or indirectly, sell, offer to sell, contract to sell, pledge or otherwise dispose of or transfer any Registrable Shares or (ii) enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Registrable Shares, whether or not such transaction is to be settled by delivery of Registrable Shares, other securities, cash or other consideration.

     Section 9. Indemnification.

          (a) In connection with any registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the Holders, their directors, officers, managers, employees, members, partners, shareholders and advisors and their respective affiliates, each underwriter, broker or any other person acting on behalf of the holders of Registrable Shares and each other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act against any losses, claims, damages

11

or liabilities, joint or several (or actions or proceedings, whether commenced or threatened in respect thereof), to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or allegedly untrue statement of a material fact contained in the registration statement under which such Registrable Shares were registered under the Securities Act, any preliminary Prospectus or final Prospectus contained therein or otherwise filed with the Commission, any “issuer free writing prospectus” (as defined in Securities Act Rule 433), any amendment or supplement to any of the foregoing or any document incident to registration or qualification of any Registrable Shares, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, or arise out of or are based on any violation or alleged violation by the Company of the Securities Act, the Exchange Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws; and shall reimburse any of the foregoing persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to a Holder (or its directors, officers, managers, employees, members, partners, shareholders or advisors or their respective affiliates) in any such case if and to the extent that any such loss, claim, damage, liability, action or proceeding (including any legal or other expenses incurred) arises out of or is based upon an untrue statement or omission made in such registration statement, preliminary prospectus, final prospectus, amendment, supplement or document incident to registration or qualification of any Registrable Shares in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or its counsel specifically for inclusion therein.

          (b) In connection with any registration of Registrable Shares under the Securities Act pursuant to this Agreement, each Holder shall severally, and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph of this Section 9) the Company, each director of the Company, each officer of the Company, and each person who controls any of the foregoing persons within the meaning of the Securities Act with respect to any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein or otherwise filed with the Commission, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable Shares, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or such underwriter specifically for use in connection with the preparation of such registration statement, preliminary prospectus, final prospectus, amendment, supplement or document; provided, however, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each Holder to an amount equal to the net proceeds actually received by such Holder from the sale of Registrable Shares effected pursuant to such registration.

          (c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 8, such indemnified party will, if a claim in respect thereof is made against an

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indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party on account of this Section 9. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 9, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party (but shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the reasonable fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity agreement provided in this Section 9. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

          (d) If the indemnification provided for in this Section 9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. No person guilty of misrepresentation shall be entitled to contribution from any person. In no event shall the liability of a Holder hereunder exceed an amount equal to the net proceeds actually received by such Holder from the sale of Registrable Shares effected pursuant to such registration.

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          (e) Indemnification similar to that specified in Sections 9(a), (b) and (c) above (with appropriate modifications) shall be given by the Company and each Holder of Registrable Shares with respect to any required registration or other qualification of securities under any Federal or state law or regulation of any governmental authority other than the Securities Act.

          (f) The indemnification required by this Section 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

          (g) The indemnities set forth in this Section 9 shall survive the termination of this Agreement.

     Section 10. Adjustments Affecting Registrable Shares.

           The Company will not effect or permit to occur any combination or subdivision which would adversely affect the ability of the Holders of Registrable Shares to include such Registrable Shares in any registration of its securities contemplated by this Agreement or the marketability of such Registrable Shares under any such registration.

     Section 11. Mergers, etc.

           The Company shall not, directly or indirectly, enter into any merger, consolidation or reorganization in which the Company shall not be the surviving entity unless the surviving entity shall, prior to such merger, consolidation or reorganization, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to “Registrable Shares” shall be deemed to include the common equity interests or other securities, if any, which the Holders would be entitled to receive in exchange for Registrable Shares under any such merger, consolidation or reorganization, provided that, to the extent the Holders receive securities that are by their terms convertible into common equity interests of the issuer thereof, then any such common equity interests as are issued or issuable upon conversion of said convertible securities shall be included within the definition of “Registrable Shares.”

     Section 12. Underwriting Agreement.

          If requested by the underwriters for a Fully Marketed Underwritten Offering, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and to the extent provided in Section 9. The Holders of Registrable Shares participating in the Fully Marketed Underwritten Offering shall be parties to such underwriting agreement; provided, however, that no such Holder of Registrable Shares shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than representations, warranties or agreements regarding the identity of such Holders, such Holders’ Registrable Shares and such Holders’ intended method of distribution and any other representation, warranty or agreement required by law or as set forth in this Agreement. No Holder may participate in the Fully Marketed Underwritten Offering unless such Holder agrees

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to sell its Registrable Shares on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement, provided, however, that no such Holder of Registrable Shares shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than representations, warranties or agreements regarding the identity of such Holders, such Holders’ Registrable Shares and such Holders’ intended method of distribution and any other representation, warranty or agreement required by law or as set forth in this Agreement. Each participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such participating Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. To the extent that the Holders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in this Agreement, the provisions contained in this Agreement addressing such issue or issues shall be of no force and effect with respect to such registration, but this provision will not apply to the Company if the Company is not a party to the underwriting or similar agreement

     Section 13. Information by Holders.

          The Holders shall furnish to the Company such written information regarding the Holders and the distribution proposed by the Holders as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

     Section 14. Rule 144; Rule 144A.

          (a) To the extent required to enable the Holders to sell or transfer the Registrable Shares under Rule 144, the Company shall, from time to time, timely file the reports required to be filed by it under the Securities Act and the Exchange Act. In connection with any sale or transfer of Registrable Shares permitted under the terms of this Agreement, the Company shall, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Shares.

          (b) In order to permit the Holders of Registrable Shares to sell the same, if they so desire, pursuant to Rule 144A (subject to the limitations in this Agreement), the Company shall comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A.

     Section 15. No Conflict of Rights.

           The Company shall not, prior to the termination of this Agreement, grant any registration rights that are superior to or inconsistent with the rights granted to the Holders hereby.

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     Section 16. Exchange Act Compliance.

          From the Registration Date or such earlier date as a registration statement filed by the Company pursuant to the Exchange Act relating to any class of the Company’s securities shall have become effective, the Company shall comply with all of the reporting requirements of the Exchange Act applicable to it and shall comply with all other public information reporting requirements of the Commission which are conditions to the availability of Rule 144 for the sale of the Common Stock. The Company shall reasonably cooperate with the Holder in supplying such information as may be necessary for the Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of Rule 144.

     Section 17. Termination.

          Except as otherwise provided herein, this Agreement shall terminate and be of no further force or effect upon expiration of the Effectiveness Period.

     Section 18. Transfer.

          During the Lockup Period, each Holder may sell or otherwise transfer all or any part of its Registrable Shares to any other Holder or to any Affiliate or Immediate Family member of any Holder (a “Permitted Transfer”); provided, however, that as a condition to the effectiveness of such Permitted Transfer, the following conditions are met:

               (i) the Permitted Transfer shall be made pursuant to a valid, applicable exemption from registration under the Securities Act, and the Holder shall have delivered an opinion of counsel to the Company to that effect; and

               (ii) the transferee executes a counterpart to this Agreement agreeing to be treated as a Holder whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such transferee was originally included in the definition of Holder herein and had originally been a party hereto.

     Section 19. Successors and Assigns.

          This Agreement shall bind and inure to the benefit of the Company, the Holders and their respective successors and permitted assigns.

     Section 20. Entire Agreement.

          This Agreement, the PSA and the other writings referred to herein or therein or delivered pursuant hereto or thereto, contain the entire agreement between the Holders and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or understandings with respect thereto.

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     Section 21. Notices.

          All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopy, nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties:

If to any Holder, to the address set forth on Schedule A attached hereto, with copies (which shall not constitute notice) to:

Wapiti Energy, LLC
800 Gessner, Suite 1000
Houston, Texas 77024
Telephone:     (713) 365-8500
Facsimile:        (713-365-8510
email:               reagee@wapitienergy.com
Attention:       Chairman of the Board

and to

Bond & Smyser, LLP
5505 Jackson
Houston, Texas 77004
Telephone:     (713) 524-4200
Facsimile:        (713) 524-1196
email:               abond@bondsmyser.com
Attention:       Adrienne Randle Bond

If to the Company:

Denbury Resources Inc.
5100 Tennyson Parkway, Suite 1200
Plano, Texas 75024
Telephone:     (972) 673-2000
Facsimile:        (972) 673-2051
email:               phil.rykhoek@denbury.com
Attention:       Phil Rykhoek, CEO

with a copy to:

Baker & Hostetler LLP
1000 Louisiana, Suite 2000
Houston, Texas 77002
Telephone:     (713) 751-1600
Facsimile:        (713) 751-1717
email:               dbrodsky@bakerlaw.com
Attention:       Donald W. Brodsky

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All such notices, requests, consents and other communications shall be deemed to have been delivered (a) in the case of personal delivery or delivery by telecopy, on the date of such delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next business day following such dispatch and (c) in the case of mailing, on the third business day after the posting thereof.

     Section 22. Modifications; Amendments; Waivers.

          The terms and provisions of this Agreement may not be modified or amended, nor may any provision be waived, except pursuant to a writing signed by the Company and the Holders of at least a majority of the Registrable Shares then outstanding.

     Section 23. Remedies; Specific Performance.

          (a) Each Holder shall have all rights and remedies reserved for such Holder pursuant to this Agreement and all rights and remedies which such Holder has been granted at any time under any other agreement or contract and all of the rights which such Holder has under any law or equity. Any Person having any rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law or equity.

          (b) The parties hereto recognize and agree that money damages may be insufficient to compensate the Holders of any Registrable Shares for breaches by the Company of the terms hereof and, consequently, that the equitable remedies of injunctive relief and of specific performance of the terms hereof will be available in the event of any such breach. If any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

     Section 24. Severability.

          It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

     Section 25. Counterparts; Facsimile Signatures.

          This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement

18

shall be acceptable at the Closing (as defined in the PSA) if the originally executed counterpart is delivered within a reasonable period thereafter.

     Section 26. Headings.

          The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

     Section 27. Governing Law

           This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed wholly therein.

     Section 28. Other.

          (a) The Company shall not permit any officer, director, underwriter, broker or any other person acting on behalf of the Company to use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with any registration statement covering Registrable Shares, without the prior written consent of each Holder and any underwriter. No Holder shall, or permit any officer, manager, underwriter, broker or any other person acting on behalf of such Holder to use any free-writing prospectus in connection with any registration statement covering Registrable Shares, without the prior written consent of the Company.

          (b) The Company represents and warrants that no registration statement that registers Registrable Shares (including any amendments or supplements thereto and Prospectuses contained therein) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (except that the Company makes no representation or warranty with respect to information relating to the Holders furnished to the Company by or on behalf of the Holders specifically for use therein).

[SIGNATURE PAGE TO FOLLOW]

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          IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the date first written above.

THE COMPANY:
DENBURY RESOURCES INC.
By:	/s/ H. Ray Dubuisson
Name:	H. Ray Dubuisson
Title:	Vice President — Legal

INVESTORS:
WAPITI ENERGY, LLC
By:	/s/ Richard E. Agee
Name:	Richard E. Agee
Title:	Chairman of the Board
AGEE FAMILY INTERESTS, L.P. By:  Agee Holdings, L.L.C., its general partner
By:	/s/ Richard E. Agee
Name:	Richard E. Agee, President
K & B AGEE PARTNERS, L.P. By:  Agee Investments, L.L.C., its general partner
By:	/s/ Bart Agee
Name:	Bart Agee, President

RICHARD E. AGEE
/s/ Richard E. Agee
Print Name:	Richard E. Agee
BART AGEE
/s/ Bart Agee
Print Name:	Bart Agee

JUDITH T. AGEE
/s/ Judith T. Agee
Print Name:	Judith T. Agee

QUANTUM ENERGY PARTNERS III, LP By:  Quantum Energy Management III, LP           its General Partner By:  Quantum Energy Management III, LLC           its General Partner
By:	/s/ S. Wil VanLoh, Jr.
	S. Wil VanLoh, Jr., President
WAPITI PARALLEL PARTNERS By:  Quantum Energy Management III, LP           its Managing General Partner By:  Quantum Energy Management III, LLC           its General Partner
By:	/s/ S. Wil VanLoh, Jr.
	S. Wil VanLoh, Jr., President
D.E. SHAW AQ – SP SERIES 3-02, L.L.C. By:  D.E. Shaw & Co., L.L.C., its manager
By:	/s/ Robert T. Ladd
Name:	Robert T. Ladd
Title:	Authorized Signatory

EX-99.1

Exhibit 99.1

FOURTH AMENDMENT TO SIXTH AMENDED
AND RESTATED CREDIT AGREEMENT

     This Fourth Amendment to Sixth Amended and Restated Credit Agreement (this “Fourth Amendment”) is entered into effective as of the 16th day of December, 2009 (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”).

W I T N E S S E T H

     WHEREAS, Borrower, Parent, Administrative Agent, the other agents a party thereto and Banks are parties to that certain Sixth Amended and Restated Credit Agreement dated as of September 14, 2006 (as amended, the “Credit Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); and

     WHEREAS, pursuant to the Credit Agreement, Banks have made a Revolving Loan to Borrower and provided certain other credit accommodations to Borrower; and

     WHEREAS, Borrower, as buyer, and Wapiti Energy, LLC, a Texas limited liability company, Wapiti Operating, LLC, a Texas limited liability company, and Wapiti Gathering, LLC a Texas limited liability company, as sellers (collectively, “Seller”), entered into that certain Purchase and Sale Agreement dated as of November 30, 2009 (as amended from time to time, the “Conroe Purchase Agreement”), pursuant to which Borrower has agreed to purchase, directly or indirectly, from Seller certain oil and gas properties more particularly described therein (such acquisition, the “Conroe Acquisition” and such properties, the “Conroe Properties”); and

     WHEREAS, Borrower, as seller, has entered into that certain letter of intent dated as of November 30, 2009 (as amended from time to time, the “Barnett LOI”) with Talon Oil & Gas LLC, as purchaser (“Barnett Purchaser”), pursuant to which Borrower and Barnett Purchaser have agreed to enter into a purchase and sale agreement in substantially the same form as the Prior PSA (as defined in the Barnett LOI) (such purchase and sale agreement is referred to herein as the “Barnett Purchase Agreement”) in connection with Borrower’s sale, directly or indirectly, of all of the remaining Barnett Shale Assets to Barnett Purchaser (such sale, the “Barnett Disposition”); and

     WHEREAS, Borrower intends to structure the Conroe Acquisition and the Barnett Disposition to qualify for reverse like-kind exchange treatment under Section 1031 of the Code and the regulations and revenue procedures promulgated thereunder, including Rev. Proc. 2000-37, 2000-40 I.R.B. 1 (the “1031 Exchange”), pursuant to which Borrower will enter into a qualified exchange accommodation agreement on or about the date hereof with NBF Reverse Exchange LLC, a Delaware limited liability company acting as an exchange accommodation titleholder that is not affiliated with Borrower (“NBF”) (such agreement, the “QEA

1

Agreement”, and together with any other documents or instruments contemplated therein to be prepared and executed in connection with the Conroe Acquisition and/or the Barnett Disposition in furtherance of the 1031 Exchange, the “1031 Exchange Documents”); and

     WHEREAS, in furtherance of the 1031 Exchange, (i) Borrower will assign a portion of its rights under the Conroe Purchase Agreement to NBF, with such assigned portion being approximately equal to the portion of the Conroe Acquisition purchase price payable in cash in accordance with the Conroe Purchase Agreement; (ii) NBF will hold title to such portion of assigned rights in and to the Conroe Acquisition through a single member, single purpose entity, Denbury Conroe LLC, a Delaware limited liability company (“Denbury Conroe”); and (iii) Borrower will lend to NBF up to $256,400,000 from the proceeds of the Borrowings under the Credit Agreement (as amended hereby) (the “Conroe Loan”); and

     WHEREAS, the Conroe Loan will be evidenced by a promissory note issued by NBF in favor of Borrower (the “NBF Note”), which NBF Note will be collaterally assigned and pledged concurrently with the closing of the Conroe Acquisition by Borrower to Administrative Agent, for the benefit of itself, the Banks and their Affiliates for whom Obligations may be owed from time to time; and

     WHEREAS, the assignment of certain rights in the Conroe Purchase Agreement to NBF, the Conroe Acquisition, the portion of the 1031 Exchange necessary to facilitate the Conroe Acquisition (including, without limitation, execution by Borrower of the QEA Agreement and any other 1031 Exchange Documents in connection with the Conroe Acquisition), the making of the Conroe Loan, the pledging of the NBF Note to Administrative Agent and all other transactions relating to or arising out of the foregoing are collectively referred to herein as the “Conroe Transactions”; and

     WHEREAS, the Barnett Disposition, the portion of the 1031 Exchange necessary to facilitate the Barnett Disposition (including, without limitation, execution by Borrower of any 1031 Exchange Documents in connection with the Barnett Disposition) and all other transactions relating to or arising out of the foregoing are collectively referred to herein as the “Barnett Transactions”, and together with the Conroe Transactions, the “Conroe-Barnett Transactions”; and

     WHEREAS, Borrower has advised Administrative Agent and Banks that the Barnett Disposition will result in Parent, Borrower and/or another Credit Party hedging more than the percentage of such party’s “forecasted production from Proved Mineral Interests” (as defined in the Credit Agreement) permitted under Section 10.11 of the Credit Agreement for calendar year 2010 (the “Temporary Hedging Noncompliance”) during the period commencing on the projected closing date of the Barnett Disposition (the “Barnett Disposition Closing Date”) and continuing through but not including May 31, 2010 (such period, the “Specified Period”), which Temporary Hedging Noncompliance is prohibited by Section 10.11 of the Credit Agreement; and

     WHEREAS, in connection with the Barnett Disposition, Borrower has requested a Special Redetermination of the Borrowing Base as required by Section 5.3(a)(2) of the Credit Agreement; and

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     WHEREAS, Parent and Borrower have requested that the Administrative Agent and the Banks (i) issue their consent to the Conroe-Barnett Transactions and waive certain provisions of the Credit Agreement with respect to the Conroe-Barnett Transactions, (ii) issue their consent to the Temporary Hedging Noncompliance for the Specified Period, and (iii) redetermine the Borrowing Base in connection with the Barnett Disposition as required by Section 5.3(a)(2) of the Credit Agreement; and

     WHEREAS, subject to and upon the terms and conditions set forth herein, Banks have agreed to Parent’s and Borrower’s requests.

     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Parent, Borrower, Administrative Agent and Banks hereby agree as follows:

Section 1. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Effective Date in the manner provided in this Section 1.

     1.1 Deleted Definitions. Section 2.1 of the Credit Agreement shall be amended to delete the definitions of “Additional Exchange Properties” and “Conroe Loan” in their entirety, and all references in the Credit Agreement to such terms are deleted.

     1.2 Additional Definition. Section 2.1 of the Credit Agreement shall be amended to add thereto in alphabetical order the following definition of “Fourth Amendment” which shall read in full as follows:

     “Fourth Amendment” means that certain Fourth Amendment to Sixth Amended and Restated Credit Agreement dated as of December 16, 2009 among Borrower, Parent, Administrative Agent and Banks.

     1.3 Amendment to Definition. The definition of “Loan Papers” contained in Section 2.1 of the Credit Agreement shall be amended and restated to read in full as follows:

     “Loan Papers” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Notes, each Facility Guaranty which may now or hereafter be executed, each Parent Pledge Agreement which may now or hereafter be executed, each Subsidiary Pledge Agreement which may now or hereafter be executed, the Existing Mortgages (as amended by the Amendments to Mortgages), all Mortgages now or at any time hereafter delivered pursuant to Section 6.1, the Amendments to Mortgages, and all other certificates, documents or instruments delivered in connection with this Agreement, as the foregoing may be amended from time to time.

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     1.4 Amendment to Mandatory Prepayments Provision. Section 3.6 of the Credit Agreement is hereby deleted and replaced in its entirety with the following:

     Section 3.6 Mandatory Prepayments. Upon the occurrence of any Borrowing Base Deficiency, Borrower shall make the mandatory prepayments of the Revolving Loan required by Section 5.4 hereof. Additionally, if at any time the Outstanding Credit is in excess of the Total Commitment (as used in this Section 3.6, a “deficiency”), Borrower shall immediately make a principal payment on the Revolving Loan sufficient to cause the principal balance of the Revolving Loan then outstanding to be equal to or less than the Total Commitment then in effect. If a deficiency cannot be eliminated pursuant to this Section 3.6 by prepayment of the Revolving Loan (as a result of outstanding Letter of Credit Exposure), Borrower shall also deposit cash with Administrative Agent, to be held by Administrative Agent to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 3.1(b). In addition to the foregoing, in the event and on each occasion that any Net Proceeds are received by or on behalf of any Credit Party in respect of any Prepayment Event (including, without limitation, receipt by NBF (as defined in the Fourth Amendment) of Net Proceeds in respect of the Barnett Disposition (as defined in the Fourth Amendment), which Net Proceeds will be used by NBF to partially repay its obligations under the NBF Note (as defined in the Fourth Amendment)), the Borrower shall, immediately after such Net Proceeds are received by any Credit Party, prepay the Obligations in an aggregate amount equal to 100% of such Net Proceeds. There shall be no corresponding reduction in the Borrowing Base or in the Total Commitment as a result of a prepayment of the type described in the immediately preceding sentence.

     1.5 Borrowing Base. On and effective as of the Barnett Disposition Closing Date, the Borrowing Base shall be reaffirmed to be $900,000,000. Notwithstanding anything to the contrary contained in the Credit Agreement, the Borrowing Base shall remain at $900,000,000 until the Scheduled Redetermination scheduled for April 1, 2010, unless there is a Special Redetermination prior to such time. The conditional Special Redetermination of the Borrowing Base provided for in this Section 1.5 shall not be construed or deemed to be a Special Redetermination for the purposes of Section 5.3(a)(1) of the Credit Agreement.

Section 2. Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 and, as applicable, Sections 4 and/or 5 hereof, Required Banks hereby (a) consent to Borrower’s consummation of the Conroe-Barnett Transactions, and waive compliance by Borrower and Parent with each provision of the Credit Agreement (including, without limitation, Sections 10.5 and 10.8) and the other Loan Papers, to the extent, but only to the extent, that the Conroe-Barnett Transactions (or any term contained in

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the documents governing and evidencing the Conroe-Barnett Transactions) violate such provisions of the Credit Agreement or result in a Default or Event of Default under the Credit Agreement or other Loan Papers, and (b) consent to the Temporary Hedging Noncompliance for the Specified Period; provided, that Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, enter into any Hedge Transaction during the Specified Period unless such Hedge Transaction, together with any other existing Hedge Transactions for the applicable category of Hydrocarbons, will not cause a violation of Section 10.11 of the Credit Agreement. For the avoidance of doubt, Parent and Borrower each acknowledge and agree that the limited consent and waiver set forth in clause (a) of this Section 2 (i) is effective with respect to (1) the Conroe Transactions up to (and including) the Conroe Acquisition Closing Date (as defined below) after giving effect to the Conroe Transactions and (2) the Barnett Transactions up to (and including) the Barnett Disposition Closing Date after giving effect to the Barnett Transactions, and (ii) shall not be deemed a consent to, or waiver of, any action or inaction of Parent or Borrower which constitutes (or would constitute) a violation of any provision of the Credit Agreement or the other Loan Papers or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Papers from (but excluding) and after the Conroe Acquisition Closing Date or the Barnett Disposition Closing Date, as applicable. Agent and Banks shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other Loan Paper.

Section 3. Conditions Precedent to Amendment and Limited Consent and Waiver. The amendments contained in Section 1 hereof and the limited consent and waiver contained in Section 2 hereof are subject to the satisfaction of each of the following conditions precedent:

     3.1 Counterparts. Administrative Agent shall have received counterparts hereof duly executed by the Borrower, Parent and Required Banks (or, in the case of any party as to which an executed counterpart shall not have been received, telegraphic, telex, or other written confirmation from such party of execution of a counterpart hereof by such party).

     3.2 Conroe Purchase Agreement. Administrative Agent shall have received from Borrower a true and complete copy of the fully-executed Conroe Purchase Agreement, together with any disclosure schedules delivered pursuant thereto, in each case in form and substance reasonably satisfactory to Administrative Agent.

     3.3 Barnett LOI. Administrative Agent shall have received from Borrower a true and complete copy of the fully-executed Barnett LOI in form and substance reasonably satisfactory to Administrative Agent.

     3.4 No Material Adverse Effect. There shall not have occurred since December 31, 2008 any events that, individually or in the aggregate, have had a Material Adverse Effect.

     3.5 No Default. No Default or Event of Default shall have occurred which is continuing.

     3.6 Other Documents. Administrative Agent shall have been provided with such documents, instruments and agreements, and Parent and Borrower shall have taken such actions,

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in each case as Administrative Agent may reasonably require in connection with this Fourth Amendment and the transactions contemplated hereby.

Section 4. Conditions Precedent to Conroe Acquisition. The limited consent and waiver contained in Section 2 hereof as it relates to the Conroe Transactions is subject to the satisfaction of each of the following additional conditions precedent:

     4.1 Conroe Acquisition Closing Date. The closing of the Conroe Acquisition shall occur on or prior to December 30, 2009, and in any event shall occur prior to the Barnett Disposition Closing Date (such date, the “Conroe Acquisition Closing Date”).

     4.2 NBF Note. Administrative Agent shall have received from Borrower the original NBF Note, duly endorsed by Borrower in favor of the Administrative Agent on or prior to the Conroe Acquisition Closing Date.

     4.3 Collateral Assignment of NBF Note. Administrative Agent shall have received from Borrower on or prior to the Conroe Acquisition Closing Date a security agreement duly executed by Borrower, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which Borrower collaterally assigns and grants a security interest in the NBF Note to Administrative Agent, for its benefit and on behalf the Banks and their Affiliates for whom Obligations may be owed from time to time.

     4.4 Conroe Acquisition-Related 1031 Exchange Documents. Administrative Agent shall have received from Borrower on or prior to the Conroe Acquisition Closing Date true and complete copies of the QEA Agreement and any other 1031 Exchange Documents necessary to facilitate the Conroe Acquisition, NBF acting as an exchange accommodation titleholder in connection therewith and/or Denbury Conroe acting as NBF’s titleholder in connection therewith, in each case in form and substance reasonably satisfactory to Administrative Agent.

Section 5. Conditions Precedent to Barnett Disposition. The limited consent and waiver contained in Section 2 hereof as it relates to the Barnett Transactions is subject to the satisfaction of each of the following additional conditions precedent:

     5.1 Barnett Disposition Closing Date. The Barnett Disposition Closing Date shall occur on or prior to December 31, 2009.

     5.2 Barnett Purchase Agreement. Administrative Agent shall have received from Borrower a true and complete copy of the fully-executed Barnett Purchase Agreement, together with any disclosure schedules delivered pursuant thereto, in each case in form and substance substantially similar to the Prior PSA (as defined in the Barnett LOI) or otherwise in form and substance reasonably satisfactory to Administrative Agent.

     5.3 Barnett Disposition-Related 1031 Exchange Documents. Administrative Agent shall have received from Borrower on or prior to the Barnett Disposition Closing Date true and complete copies of any 1031 Exchange Documents necessary to facilitate the Barnett Disposition Exchange Agreement, in each case in form and substance satisfactory to Administrative Agent.

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Section 6. Representations and Warranties. To induce Banks and Administrative Agent to enter into this Fourth Amendment, Parent and Borrower hereby jointly and severally represent and warrant to Banks and Administrative Agent as follows:

     6.1 Reaffirm Existing Representations and Warranties. Each representation and warranty of Parent and Borrower contained in the Credit Agreement and the other Loan Papers is true and correct in all material respects on the date hereof and will be true and correct in all material respects after giving effect to the amendments set forth in Section 1 hereof.

     6.2 Due Authorization; No Conflict. The execution, delivery and performance by Parent and Borrower of this Fourth Amendment are within Parent’s and Borrower’s corporate or organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or any Material Agreement binding upon Parent, Borrower or their Subsidiaries or result in the creation or imposition of any Lien upon any of the assets of Parent, Borrower or their Subsidiaries except Permitted Encumbrances.

     6.3 Validity and Enforceability. This Fourth Amendment constitutes the valid and binding obligation of Parent and Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

Section 7. Miscellaneous.

     7.1 Reaffirmation of Loan Papers. Any and all of the terms and provisions of the Credit Agreement and the Loan Papers shall, except as amended and modified hereby, remain in full force and effect. The amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as they may be increased pursuant hereto.

     7.2 Parties in Interest. All of the terms and provisions of this Fourth Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

     7.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Fourth Amendment and all related documents.

     7.4 Counterparts. This Fourth Amendment may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Fourth Amendment until Parent, Borrower and Required Banks have executed a counterpart. Facsimiles shall be effective as originals.

     7.5 Complete Agreement. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF

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PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

     7.6 Headings. The headings, captions and arrangements used in this Fourth Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Fourth Amendment, nor affect the meaning thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their respective authorized officers on the date and year first above written.

[Signature Pages to Follow]

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PARENT: DENBURY RESOURCES INC., a Delaware corporation
By:	/s/ Mark C. Allen
	Mark C. Allen,
	Chief Financial Officer

BORROWER: DENBURY ONSHORE, LLC, a Delaware limited liability company
By:	/s/ Mark C. Allen
	Mark C. Allen,
	Chief Financial Officer

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

     Each of the undersigned (i) consent and agree to this Fourth Amendment, and (ii) agree that the Loan Papers to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms.

DENBURY MARINE, L.L.C., a Louisiana limited liability company
By:	/s/ Mark C. Allen
	Mark C. Allen,
	Chief Financial Officer
DENBURY OPERATING COMPANY, a Delaware corporation
By:	/s/ Mark C. Allen
	Mark C. Allen,
	Chief Financial Officer
TUSCALOOSA ROYALTY FUND LLC, a Mississippi limited liability company
By:	/s/ Mark C. Allen
	Mark C. Allen,
	Chief Financial Officer
DENBURY GATHERING & MARKETING, INC., a Delaware corporation
By:	/s/ Mark C. Allen
	Mark C. Allen,
	Chief Financial Officer

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

ADMINISTRATIVE AGENT/BANK: JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Bank
By:	/s/ Kimberly A. Bourgeois
	Kimberly A. Bourgeois,
	Senior Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
FORTIS CAPITAL CORP.
By:	/s/ Betsy Jocher
Name:	Betsy Jocher
Title:	Director
By:	/s/ Greg Smothers
Name:	Greg Smothers
Title:	Director

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
CALYON NEW YORK BRANCH
By:	/s/ Michael D. Willis
Name:	Michael D. Willis
Title:	Managing Director
By:	/s/ Mark A. Roche
Name:	Mark A. Roche
Title:	Managing Director

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
COMERICA BANK
By:	/s/ V. Mark Fuqua
Name:	V. Mark Fuqua
Title:	Senior Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
UNION BANK, N.A.
By:	/s/ Alison Fuqua
Name:	Alison Fuqua
Title:	Assistant Vice President
By:	/s/ Whitney Randolph
Name:	Whitney Randolph
Title:	Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
BANK OF AMERICA, N.A.
By:	/s/ Jeffrey H. Rathkamp
Name:	Jeffrey H. Rathkamp
Title:	Managing Director

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
BANK OF SCOTLAND PLC
By:	/s/ Julia R Franklin
Name:	Julia R Franklin
Title:	Assistant Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
COMPASS BANK
By:	/s/ Christopher S. Parada
Name:	Christopher S. Parada
Title:	Senior Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
WELLS FARGO BANK, N.A.
By:	/s/ Reed V. Thompson
Name:	Reed V. Thompson
Title:	Senior Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
THE BANK OF NOVA SCOTIA
By:	/s/ James Forward
Name:	James Forward
Title:	Managing Director

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
KEYBANK NATIONAL ASSOCIATION
By:	/s/ Todd Coker
Name:	Todd Coker
Title:	Assistant Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.

BANKS:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Daria Mahoney
Name:	Daria Mahoney
Title:	Vice President

[Signature Page]
Fourth Amendment to Sixth Amended and Restated Credit Agreement
Denbury Resources Inc.