DENBURY RESOURCES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee SIXTH SUPPLEMENTAL INDENTURE TO INDENTURE, DATED AS OF NOVEMBER 16, 2005, AS SUPPLEMENTED Dated as of February 3, 2011 Denbury Resources Inc. Sixth Supplemental Indenture
Exhibit 4(jj)
EXECUTION VERSION
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Trustee
as Trustee
SIXTH SUPPLEMENTAL INDENTURE TO INDENTURE,
DATED AS OF NOVEMBER 16, 2005, AS SUPPLEMENTED
DATED AS OF NOVEMBER 16, 2005, AS SUPPLEMENTED
Dated as of February 3, 2011
EXECUTION VERSION
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
February 3, 2011, among DENBURY RESOURCES INC., a Delaware corporation (the “Company”), on
behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under
the Indenture referred to below, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as trustee under the
Indenture referred to below (the “Trustee”) and the following indirect, wholly-owned
subsidiaries of the Company, referred to herein collectively as the “New Subsidiary
Guarantors”:
Denbury Pipeline Holdings LLC
Denbury Gulf Coast Pipelines LLC
W I T N E S S E T H :
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated
as of dated as of November 16, 2005 (the “Original Indenture”), as supplemented by (i) the
First Supplemental Indenture, dated as of November 23, 2005 (the “First Supplemental
Indenture”) pursuant to which the Company’s 7.25% Senior Subordinated Notes due 2017 (the
“2017 Notes”) were issued, (ii) the Second Supplemental Indenture, dated as of January 2,
2008 (the “Second Supplemental Indenture”), (iii) the Third Supplemental Indenture dated as
of April 27, 2009 (the “Third Supplemental Indenture”) pursuant to which the Company’s 9.5%
Senior Subordinated Notes due 2016 (the “2016 Notes”) were issued, (iv) the Fourth
Supplemental Indenture, dated as of January 27, 2010 (the “Fourth Supplemental Indenture”),
and (v) the Fifth Supplemental Indenture, dated as of March 10, 2010, (the “Fifth Supplemental
Indenture”), collectively, the Original Indenture, First Supplemental Indenture, Second
Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, and Fifth
Supplemental Indenture (the “Indenture”);
WHEREAS, the Company desires to amend the Indenture, as set forth herein;
WHEREAS, Denbury Encore Holdings, Inc. changed its name to Denbury Holdings, Inc. by amending
its Certificate of Formation, effective as of December 31, 2010
WHEREAS, EAP Operating, LLC changed its name to Denbury Air, LLC by amending its Certificate
of Formation, effective as of December 31, 2010;
WHEREAS, Denbury Operating Company merged with and into EAP Properties, Inc., and then changed
its name to Denbury Operating Company, pursuant to an Agreement and Plan of Merger, dated as of
December 31, 2010;
WHEREAS the Company desires to cause the New Subsidiary Guarantors to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantors shall fully
and unconditionally guarantee all of the obligations of the Company under the Securities pursuant
to a Subsidiary Guarantee on the terms and conditions set forth herein; and
Denbury Resources Inc.
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WHEREAS pursuant to Section 9.01(4) of the Indenture, the Trustee, the Company and Existing
Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the
Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the 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.
2. Amendments to the Indenture.
(a) All references to Denbury Encore Holdings, Inc. are amended to read Denbury Holdings,
Inc.;
(b) All references to EAP Operating, LLC are amended to read Denbury Air, LLC;
(c) All references to EAP Properties, Inc. are amended to read Denbury Operating Company.
3. Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and
severally, with each other and with all other Existing Subsidiary Guarantors, to guarantee all of
the obligations of the Company under the Securities on the terms and subject to the conditions set
forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the
Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended 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
heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
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7. 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.
8. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
| DENBURY RESOURCES INC., on behalf of itself and the Existing Subsidiary Guarantors, |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Chief Executive Officer | |||
| DENBURY PIPELINE HOLDINGS LLC |
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| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| DENBURY GULF COAST PIPELINES LLC |
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| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
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| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
Denbury Resources Inc.
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