SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Denbury Resources Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
24791620
(Cusip Number)
James J. O'Brien
201 Main Street, Suite 2420
Fort Worth, Texas 76102
(817) 871-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
**The total number of shares reported herein is 8,408,038 shares, which
constitutes approximately 41.3% of the total number of shares outstanding.
All ownership percentages set forth herein asume that there are 20,365,699
shares outstanding. <PAGE>
<PAGE>
1. Name of Reporting Person:
TPG Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 7,646,050
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,646,050
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
7,646,050
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 37.5%
14. Type of Reporting Person: PN
<PAGE>
<PAGE>
1. Name of Reporting Person:
TPG Parallel I, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 761,988
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 761,988
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
761,988
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.7%
14. Type of Reporting Person: PN
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
December 29, 1995, as amended by Amendment No. 1 dated October 30, 1996 (the
"Schedule 13D"), relating to the Common Shares, without par value, of Denbury
Resources Inc. Unless otherwise indicated, all defined terms used herein
shall have the same meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to read as
follows:
Reporting Person Source of Funds Amount of Funds
TPG Contributions of Partners $49,336,255.66
Parallel Contributions of Partners $ 4,916,744.34
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following at the end thereof:
On January 20, 1998, the Reporting Persons exercised all of the
Warrants held by them and, as more fully set forth in Item 6 herein, TPG and
the Issuer entered into a Stock Purchase Agreement pursuant to which TPG
agreed, subject to the terms thereof, to purchase additional shares of the
Common Stock from the Issuer for a total purchase price of $5,000,000.
The matters set forth in Item 6 hereof hereby are incorporated in
this Item 4 by reference.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as
follows:
(a) TPG
The aggregate number of Common Shares that TPG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 7,646,050, which constitutes
approximately 37.5% of the 20,365,699 Common Shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Act.
Parallel
The aggregate number of Common Shares that Parallel owns
beneficially, pursuant to Rule 13d-3 of the Act, is 761,988, which
constitutes approximately 3.7% of the 20,365,699 Common Shares deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any Common Shares.
(b) TPG
Acting through its sole general partner, TPG GenPar, L.P., acting
through its sole general partner, TPG Advisors, Inc., TPG has the sole power
to vote or direct the vote and to dispose or direct the disposition of
7,646,050 Common Shares.
Parallel
Acting through its sole general partner, TPG GenPar, L.P., acting
through its sole general partner, TPG Advisors, Inc., Parallel has the sole
power to vote or direct the vote and to dispose or direct the disposition of
761,988 Common Shares.
(c) On January 20, 1998, TPG and Parallel exercised 568,358 and
56,642 Warrants, respectively, to purchase a like number of shares of the
Common Stock at a price of $7.40 per share. In addition, as set forth in
Item 6 below, on January 20, 1998, TPG and the Issuer entered into a Stock
Purchase Agreement pursuant to which TPG has agreed to purchase additional
shares of the Common Stock from the Issuer for an aggregate price of
$5,000,000.
Except as set forth herein or in the Exhibits filed herewith, to the
best of the knowledge of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in Common Shares
during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common
Shares owned by such Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following at the end thereof:
On January 20, 1998, TPG and the Issuer entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement"). On the same date TPG, Parallel
and the Issuer entered into (i) an amendment to the Registration Rights
Agreement dated December 21, 1995, by and among the same parties (the
"Registration Rights Amendment"), and (ii) an agreement relating to the
waiver by TPG of its preemptive rights (the "Preemptive Rights Wavier") in
connection with the Issuer's pending public offering of $100,000,000 of its
Common Stock (the "Public Offering"). The description herein of the Stock
Purchase Agreement, the Registration Rights Amendment and the Preemptive
Rights Waiver are not, and do not purport to be, complete and are qualified
in their entirety by reference to copies of such agreements which are
attached hereto as Exhibits 10.5, 4.5 and 10.6, respectively.
Stock Purchase Agreement
Pursuant to the Stock Purchase Agreement, TPG agreed, subject to the
conditions set forth therein, to purchase shares of the Common Stock from the
Issuer for a total purchase price of $5,000,000. TPG's obligation to
purchase the shares of Common Stock are subject to and conditioned upon (i)
the closing of the Public Offering, (ii) the effectiveness of a registration
statement relating to the shares being purchased by TPG, and (iii) the
delivery to TPG of a final prospectus relating to its purchase of shares.
The purchase price per share for the shares to be purchased by TPG shall be
the price per share of the Common Stock to the public in the Public Offering
less underwriting discounts and commissions; provided, however, that the
purchase price shall be subject to approval of the Toronto Stock Exchange
("TSE"), and in the event that the TSE does not approve such purchase price,
the purchase price shall be 100% of the price per share to the public in the
Public Offering.
TPG has agreed not to sell or otherwise dispose of any of the shares
of Common Stock purchased by it under the Stock Purchase Agreement for a
period of six months from the date of the closing of the Public Offering
without the prior consent of the TSE.
Registration Rights Amendment
The Registration Rights Amendment amends the Registration Rights
Agreement to provide that shares of the Common Stock acquired by TPG under
the Stock Purchase Agreement will constitute "Subject Common Shares" as
defined in the Registration Rights Agreement and will thus be eligible for
the benefits of such agreement.
Preemptive Rights Waiver
Pursuant to the Preemptive Rights Waiver, TPG waived its rights to
purchase additional shares of the Common Stock of the Issuer in the Public
Offering so as to maintain its pro rata ownership in the equity securities of
the Issuer. TPG's waiver of its preemptive rights with respect to the Public
Offering shall expire if the Public Offering shall not have occurred by March
31, 1998.
Except as set forth herein or in the exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to the shares of the capital stock of the Issuer owned by the Reporting
Persons.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety to read as
follows:
Exhibit 3(i) -- Articles of Amendment to Articles of Continuance of
Newscope Resources Ltd., dated December 21, 1995, (containing the Series
Provisions attaching to the Convertible First Preferred Shares, Series
A).(previously filed)
Exhibit 4.1 -- Warrant Issued to TPG Partners, L.P. (previously
filed)
Exhibit 4.2 -- Warrant Issued to TPG Parallel I, L.P. (previously
filed)
Exhibit 4.3 -- Registration Rights Agreement by and among TPG
Partners, L.P., TPG Parallel I, L.P. and Newscope Resources Ltd. (previously
filed)
Exhibit 4.4 -- Amendment to Registration Rights Agreement by and
among Denbury Resources Inc., TPG Partners, L.P. and TPG Parallel I, L.P.
dated October 22, 1996.(previously filed)
Exhibit 4.5 -- Amendment to Registration Rights Agreement by and
among Denbury Resources Inc., TPG Partners, L.P. and TPG Parallel I, L.P.
dated January 20, 1998.
Exhibit 10.1 -- Securities Purchase Agreement by and between TPG
Partners, L.P. and Newscope Resources Ltd., dated November 13, 1995 (Exhibits
and Appendices intentionally omitted). (previously filed)
Exhibit 10.2 -- First Amendment to Securities Purchase Agreement by
and among TPG Partners, L.P., TPG Parallel I, L.P. and Newscope Resources
Ltd., dated December 21, 1995 (Appendix intentionally omitted). (previously
filed)
Exhibit 10.3 -- Stock Purchase Agreement by and among TPG Partners,
L.P. and Denbury Resources, Inc., dated October 2, 1996.(previously filed)
Exhibit 10.4 -- Agreement in respect of the Convertible First
Preferred Shares, Series A and the Common Shares, no par value of Denbury
Resources Inc. by and among TPG Partners, L.P., TPG Parallel I, L.P. and
Denbury Resources Inc. dated August 29, 1996.(previously filed)
Exhibit 10.5 -- Stock Purchase Agreement by and among TPG Partners,
L.P. and Denbury Resources, Inc., dated January 20, 1998.
Exhibit 10.6 -- Agreement in respect of the Warrants by and among
Denbury Resources Inc., TPG Partners, L.P., and TPG Parallel I, L.P. dated
January 20, 1998.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: January 27, 1998
TPG PARTNERS, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG PARALLEL I, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
<PAGE>
<PAGE>
Exhibit 4.5
AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of
January 20, 1998, and is by and among DENBURY RESOURCES INC., a Canadian
corporation (the "Company"), TPG PARTNERS, L.P., a Delaware limited
partnership ("TPG"), and TPG PARALLEL I, L.P., a Delaware limited partnership
("Parallel").
W I T N E S S E T H
WHEREAS, the Company, TPG and Parallel are parties to that certain
Registration Rights Agreement effective as of December 21, 1995 (the
"Registration Rights Agreement");
WHEREAS, the Company and TPG are parties to that certain Stock
Purchase Agreement dated as of January 20, 1998 (the "Stock Purchase
Agreement"), whereby TPG has agreed to purchase $5,000,000 of the Company's
Common Shares (the "Shares"); and
WHEREAS, the parties desire to amend herein the Registration Rights
Agreement so that the benefits accruing to TPG and Parallel thereunder shall
likewise apply to the Shares to be purchased pursuant to the Stock Purchase
Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:
1. Section 1(i) of the Registration Rights Agreement hereby is
amended in its entirety to read as follow:
(i) "Subject Common Shares" means the Common Shares to be
acquired pursuant to the Securities Purchase Agreement, the Common Shares
issuable upon exercise of the Warrants and upon conversion of the Series A
Preferred Shares distributed in respect of such Subject Common Shares, any
equity security into which the original Subject Common Shares are converted,
and the Common Shares to be acquired pursuant to those two certain Stock
Purchase Agreements dated as of October 2, 1996, and January 20, 1998, by and
between the Company and TPG.
2. Except as amended hereby, the Registration Rights Agreement
remains in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment to
Registration Rights Agreement effective as of the date first above written.
DENBURY RESOURCES INC.
By: _______________________________________
Phil Rykhoek, Chief Financial Officer
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
James O'Brien, Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
James O'Brien, Vice President
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the
20th day of January, 1998 by and between Denbury Resources, Inc. ("Company")
and TPG Partners, L.P. ("Buyer").
W I T N E S S E T H
WHEREAS, the Company is offering $100,000,000 of its Common Shares
("Common Shares"), no par value, to the public in an offering ("Public
Offering") through a syndicate of underwriters ("Underwriters"); and
WHEREAS, concurrent with and conditioned upon the closing of the
Public Offering, the Company desires to sell to Buyer, and Buyer desires to
purchase from Company, $5,000,000 of the Company's Common Shares (the
"Shares") pursuant to a registered offering on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale of Shares. Subject to the conditions set
forth in Section 1.3 hereof, the Company agrees to sell the Shares to Buyer
and Buyer agrees to purchase the Shares from the Company for a total purchase
price of $5,000,000, on the terms and conditions set forth in this Agreement
(the "TPG Offering").
1.2 Purchase Price. The purchase price per Share for the Shares
shall be the price per share of the Common Shares to the public in the Public
Offering less underwriting discounts and commissions, as set forth in the
final prospectus relating to the Public Offering; provided, however, that
such purchase price shall be subject to approval by the Toronto Stock
Exchange ("TSE"). In the event that the TSE does not approve such purchase
price, the purchase price of the Shares shall be 100% of the price per share
to the public in the Public Offering.
1.3 Conditions Precedent. The Company's obligation to sell and
Buyer's obligation to buy the Shares is subject to and conditioned upon (i)
the closing of the Public Offering, (ii) the effectiveness of a Registration
Statement relating to the TPG Offering, and (iii) the delivery to Buyer of a
final prospectus relating to the TPG Offering.
1.4 Closing. The purchase and sale of the Shares shall be
consummated at a closing to be held simultaneously with the closing of the
Public Offering, or at such other date as the parties shall agree. At the
closing, the following documents shall be exchanged:
A. In payment of the purchase price for the Shares, Buyer
shall deliver immediately available funds to the Company by wire
transfer to NationsBank of Texas, N.A., for the Account of Denbury
Resources Inc.
B. The Company shall deliver the certificate(s) representing
the Shares to Buyer.
C. Buyer and the Company shall execute and deliver each to the
other at the closing a cross receipt for the certificate(s)
representing the Shares and the funds representing the purchase price
of the Shares, respectively.
1.5 Assignment to Affiliates. Buyer may assign all or any portion
of its rights to purchase the Shares under this Agreement to any one of its
affiliates having TPG GenPar, L.P., as its general partner, including TPG
Parallel I, L.P.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF BUYER
2.1 Informed Investor. Buyer holds the position of an affiliate of
the Company for the purpose of Rule 144 promulgated pursuant to the
Securities Act of 1933 (the "Act"), and by reason of such position has access
to substantial information regarding the Company's finances, properties,
assets and liabilities, and business prospects. Such information is
sufficient to permit Buyer to make an informed investment in the Shares.
2.2 Sophisticated Investor. By reason of Buyer's business and
financial expedience (and the business and financial experience of any
persons retained by Buyer to advise him with respect to his investment in the
Shares), Buyer (together with such advisors, if any) has such knowledge,
sophistication and experience in business and financial matters as to be
capable o evaluating the merits and risks of the investment in the Shares.
2.3 No Distribution Intent. Buyer represents to the Company that it
is not acquiring the Shares with a view to, nor does it have any current
intent to engage in, a distribution of the Shares. Buyer acknowledges that
as an affiliate under Rule 144, Buyer may only resell the Shares in
accordance with the applicable terms and conditions of Rule 144 (other than
Rule 144(d)), including restrictions on the volume of Shares that may be
resold and the manner of sale.
2.4 Authority; No Consent. Upon execution and delivery by Buyer,
this Agreement will constitute the legal, valid, and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms. Buyer has the
absolute and unrestricted right, power, and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement. Buyer is
not and will not be required to obtain any consent from any person in
connection with the execution and delivery of this Agreement or the
consummation or performance of any of the transactions contemplated hereby.
2.5 No Violation. Buyer represents and warrants that neither the
execution and performance of this Agreement nor the consummation of the
transactions contemplated hereby will (i) conflict with, or result in a
breach of the terms, conditions and provisions of, or constitute a default
under, its organizational documents, any agreement, indenture or other
instrument under which it is bound, or (ii) violate or conflict with any
judgment, decree, order, statute, rule, regulation or administrative
proceedings or lawsuits, pending or threatened, of any court or any public,
governmental or regulatory agency or body having jurisdiction over him or his
properties or assets.
2.6 The Toronto Stock Exchange. Buyer undertakes not to sell or
otherwise dispose of any of the Common Shares purchased pursuant to this
Agreement, or an securities derived therefrom, for a period of six (6) months
from the date of the closing of the Public Offering, without the prior
consent of The Toronto Stock Exchange and any other regulatory body having
jurisdiction.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1 Shares. The Shares will be duly authorized and when issued in
accordance with this Agreement and upon the payment of the purchase price set
forth in Section 1.2 hereof, will be duly and validly issued, fully paid and
nonassessable and the Company will deliver an opinion of Jenkens & Gilchrist,
a Professional Corporation, to that effect at the closing.
3.2 Authority; No Consent. Upon the execution and delivery by the
Company of this Agreement, this Agreement will constitute the legal, valid,
and binding obligation of the Company, enforceable against it in accordance
with its terms. The Company has the absolute and unrestricted right, power,
and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement. The Company is not and will not be
required to obtain any consent from any person in connection with the
execution and delivery of this Agreement or the consummation or performance
of any of the transactions contemplated hereby.
ARTICLE 4
MISCELLANEOUS
4.1 Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements, and
understandings relating to the subject matter hereof.
4.2 Notices. All notices, payments and other required
communications ("Notices") to the parties shall be in writing, and shall be
addressed, respectively, as follows:
If to Company: Denbury Resources Inc.
17304 Preston Road, Suite 200
Dallas, Texas 75252
Attn: Phil Rykhoek
If to Buyer: TPG Partners, L.P.
201 Main Street, Suite 2420
Fort Worth, Texas 76102
Attn: James J. O'Brien
All Notices shall be given (i) by personal delivery, or (ii) by electronic
communication, with a confirmation sent by registered or certified mail,
return receipt requested, or (iii) by registered or certified mail, return
receipt requested. All Notices shall be deemed delivered (i) if by personal
delivery, on the date of delivery if delivered during normal business hours,
and, if not delivered during normal business hours, on the next business day
following delivery, (ii) if by electronic communication, on the date of
receipt of the electronic communication, and (iii) if solely by mail, on the
date of deposit of the mailing in an official U.S. post office mail
depository. A party may change its address by Notice to the other party.
4.3 Applicable Law and Venue. All questions concerning the
construction, validity and interpretation of this Agreement shall be governed
by the internal laws, and not the law of conflicts, of the State of Texas.
Any legal action relating to this Agreement shall be brought only in a court
of competent jurisdiction in Dallas County, Texas or in the United States
District Court for the Northern District of Texas, Dallas Division.
4.4 Attorney's Fees. If any legal action is brought by any party
hereto, it is expressly agreed that the prevailing party in such legal action
shall be entitled to recover from the other party reasonable attorneys' fees
in addition to any other relief that may be awarded. For the purposes of
this Section, the "prevailing party" shall be the party in whose favor final
judgment is entered. In the event that declaratory or injunctive relief
alone is granted, the court may determine which, if either, of the parties is
the prevailing party. The amount of reasonable attorneys' fees shall be
determined by the court.
4.5 Waiver. The failure of a party to insist on the strict
performance of any provision of this Agreement or to exercise any right,
power or remedy upon a breach hereof shall not constitute a waiver of any
provision of this Agreement or limit the party's right thereafter to enforce
any provision or exercise any right.
4.6 Severability. If any term, provision, covenant, or restriction
of this Agreement is held by the final, nonappealable order of a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder
of the terms, provisions, covenants, and restrictions hereof shall remain in
full force and effect and shall in no way be affected, impaired, or
invalidated.
4.7 Amendments. This Agreement may be amended, modified, or
superseded only by written instrument executed by all parties hereto.
4.8 Headings. The Article and Section headings appearing in this
Agreement are for convenience of reference only and are not intended, to any
extent or for any purpose, to limit or define the text of any Article or
Section.
4.9 Gender and Number. Whenever required by the context, as used in
this Agreement, the singular number shall include the plural and the neuter
shall include the masculine or feminine gender, and vice versa.
4.10 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding
that all the parties have not signed the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
Company: DENBURY RESOURCES INC.
By: __________________________
Phil Rykhoek
Chief Financial Officer
Buyer: TPG PARTNERS, INC.
By: TPG GenPar, L.P.
its General Partner
By: ____________________
James J. O'Brien
Vice President
AGREEMENT
THIS AGREEMENT ("Agreement") in respect of the warrants (the
"Warrants") entitling TPG to purchase Common Shares, no par value (the
"Common Shares"), of Denbury Resources Inc., a Canadian corporation (the
"Company"), held by TPG Partners, L.P. and TPG Parallel, L.P., both Delaware
limited partnerships (collectively, "TPG"), is entered into as of the 20th
day of January, 1998.
W I T N E S S E T H
WHEREAS, the Company and TPG are parties to that certain Securities
Purchase Agreement (the "Securities Purchase Agreement"), dated effective as
of November 13, 1995, whereby TPG purchased: (i) 8,333,333 Common Shares,
(ii) 1,500,000 Preferred Shares, and (iii) warrants (the "Warrants")
entitling TPG to purchase 1,250,000 Common Shares, for a total consideration
of $40,000,000 under the terms, mutual covenants and agreements set forth in
the Securities Purchase Agreement and in appendices thereto (all numbers of
Common Shares as stated in this paragraph have not bee adjusted to reflect
the one-for-two reverse split of Common Shares, effective October 10, 1996);
and
WHEREAS, the Company and TPG desire to waive certain of TPG's
preemptive rights to purchase Common Shares to better position the Company
for an upcoming underwritten public offering in the United States by the
company of up to $100,000,000 of its Common shares (the "Offering"), which is
expected to occur in early 1998.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1
Waiver of Preemptive Rights
TPG hereby waives its rights, pursuant to Section 4.18(a) of the
Securities Purchase Agreement, to purchase or acquire equity securities of
the Company identical to securities offered by the Company in order to
maintain its pro rata ownership in the equity securities of the Company, with
respect only to the issuance of Common Shares pursuant to the Offering. TPG
furthermore waives its right, pursuant to Section 4.18(b) of the Securities
Purchase Agreement, to receive a written notice from the Company of the terms
of the issuances of the Common Shares set forth above and other matters set
forth in Section 4.18(a).
ARTICLE 2
Miscellaneous
Section 2.1 Severability. If any term, provision, covenant, or
restriction of this Agreement is held by the final, nonappealable order of a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions hereof shall
remain in full force and effect and shall in no way be affected, impaired, or
invalidated.
Section 2.2 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.
Section 2.3 Expiration. Notwithstanding anything to the contrary
contained herein, the agreements of TPG set forth in Article 1 of this
Agreement shall expire if the Offering shall not have occurred by March 31,
1998.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
THE COMPANY:
Denbury Resources Inc.
By: _______________________________________
Phil Rykhoek, Chief Financial Officer
TPG:
TPG Partners, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
James O'Brien, Vice President
TPG Parallel, L.P.
By: TPG GenPar, L.P., its general partner
By: TPG Advisors, Inc., its general partner
By: ___________________________
James O'Brien, Vice President
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
TPG PARTNERS, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG PARALLEL I, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
