DENBURY INC - FORM 10-K - EX-4.H

Attached files

file	filename
10-K - FORM 10-K - DENBURY INC	d71173e10vk.htm
EX-21 - EX-21 - DENBURY INC	d71173exv21.htm
EX-99 - EX-99 - DENBURY INC	d71173exv99.htm
EX-32 - EX-32 - DENBURY INC	d71173exv32.htm
EX-4.F - EX-4.F - DENBURY INC	d71173exv4wf.htm
EX-4.C - EX-4.C - DENBURY INC	d71173exv4wc.htm
EX-10.H - EX-10.H - DENBURY INC	d71173exv10wh.htm
EX-23.B - EX-23.B - DENBURY INC	d71173exv23wb.htm
EX-23.A - EX-23.A - DENBURY INC	d71173exv23wa.htm
EX-31.A - EX-31.A - DENBURY INC	d71173exv31wa.htm
EX-10.G - EX-10.G - DENBURY INC	d71173exv10wg.htm
EX-31.B - EX-31.B - DENBURY INC	d71173exv31wb.htm
EXCEL - IDEA: XBRL DOCUMENT - DENBURY INC	Financial_Report.xls

Exhibit 4(h)

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 30, 2009, among DENBURY RESOURCES INC., a Delaware corporation (the “Company”), the subsidiary guarantors (the “Subsidiary Guarantors”) which are parties to the Indenture (as defined below), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an indenture (the “Indenture”) dated as of February 13, 2009, providing for the issuance of 9.75% Senior Subordinated Notes Due 2016 (the “Securities”);

WHEREAS on February 13, 2009 (the “Original Issue Date”), the Company issued $420,000,000 aggregate principal amount of Securities in accordance with the terms of the Indenture;

WHEREAS Section 2.13 of the Indenture provides the Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue additional Securities under the Indenture, which additional Securities are required to have terms identical to the terms of the Securities issued on the Original Issue Date, other than with respect to the date of issuance and issue price, and which shall be treated as a single class for all purposes under the Indenture as the Securities issued on the Original Issue Date; and

WHEREAS the Trustee, the Company and the Subsidiary Guarantors desire to enter into this Supplemental Indenture in order to effect the issuance of $6,350,000 aggregate principal amount of additional Securities (the “Additional Securities”);

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holder of the Additional Securities as follows:

1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

Denbury Resources Inc.
First Supplemental Indenture
Notes due 2016

2. Agreement to Issue. On the date hereof, upon receipt of a written order of the Company signed by two Officers of the Company (an “Authentication Order”), the Trustee shall authenticate and deliver the Additional Securities as specified in such Authentication Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of the Additional Securities. Such Company Order shall specify the aggregate principal amount of Securities or Additional Securities to be authenticated and the date on which the issue of the Additional Securities is to be authenticated, and shall certify that such issuance is in compliance with Section 4.03 of the Indenture.

3. Additional Securities under the Indenture. The parties hereto agree that the Additional Securities constitute “Additional Securities” as such term is defined in the Indenture.

4. Conditions Deemed Met. The conditions set forth in the second paragraph of Section 2.13 of the Indenture are deemed met.

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities or Additional Securities shall be bound hereby.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[Signature pages follow]

Denbury Resources Inc.
First Supplemental Indenture
Notes due 2016

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.


DENBURY RESOURCES INC.,
By:	/s/ Phil Rykhoek
Name:	Phil Rykhoek
Title:	Senior Vice President and Chief Financial Officer

SUBSIDIARY GUARANTORS: DENBURY ONSHORE, LLC,
By:	/s/ Phil Rykhoek
		Name: Phil Rykhoek
		Title: Senior Vice President and Chief Financial Officer

DENBURY GATHERING & MARKETING, INC.,
By:	/s/ Phil Rykhoek
		Name: Phil Rykhoek
		Title: Senior Vice President and Chief Financial Officer

DENBURY OPERATING COMPANY,
By:	/s/ Phil Rykhoek
	Name: Phil Rykhoek
	Title: Senior Vice President and Chief Financial Officer

DENBURY MARINE, L.L.C.,
By:	/s/ Phil Rykhoek
	Name: Phil Rykhoek
	Title: Senior Vice President and Chief Financial Officer

Denbury Resources Inc.
First Supplemental Indenture
Notes due 2016


	TUSCALOOSA ROYALTY FUND LLC, By: Denbury Operating Company, its sole member
	By:	/s/ Phil Rykhoek
		Name: Phil Rykhoek
		Title: Senior Vice President and Chief Financial Officer

	DENBURY GREEN PIPELINE-TEXAS, LLC
	By:	/s/ Phil Rykhoek
		Name: Phil Rykhoek
		Title: Senior Vice President and Chief Financial Officer

Denbury Resources Inc.
First Supplemental Indenture
Notes due 2016


	TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ Julie Hoffman-Ramos
	Name:	Julie Hoffman-Ramos
	Title:	Assistant Treasurer

Denbury Resources Inc.
First Supplemental Indenture
Notes due 2016

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