FIRST SUPPLEMENTAL INDENTURE
Exhibit 4(h)
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.
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]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed as of the date first written above.
| DENBURY RESOURCES INC., |
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| By: | /s/ Xxxx Xxxxxxx | ||||
| Name: | Xxxx Xxxxxxx | ||||
| Title: | Senior Vice President and Chief Financial Officer | ||||
| SUBSIDIARY GUARANTORS: DENBURY ONSHORE, LLC, |
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| By: | /s/ Xxxx Xxxxxxx | ||||
| Name: Xxxx Xxxxxxx | |||||
| Title: Senior Vice President and Chief Financial Officer | |||||
| DENBURY GATHERING & MARKETING, INC., |
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| By: | /s/ Xxxx Xxxxxxx | ||||
| Name: Xxxx Xxxxxxx | |||||
| Title: Senior Vice President and Chief Financial Officer | |||||
| DENBURY OPERATING COMPANY, |
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| By: | /s/ Xxxx Xxxxxxx | ||||
| Name: Xxxx Xxxxxxx | |||||
| Title: Senior Vice President and Chief Financial Officer | |||||
| DENBURY MARINE, L.L.C., |
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| By: | /s/ Xxxx Xxxxxxx | ||||
| Name: Xxxx Xxxxxxx | |||||
| Title: Senior Vice President and Chief Financial Officer | |||||
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| TUSCALOOSA ROYALTY FUND LLC, By: Denbury Operating Company, its sole member |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
| DENBURY GREEN PIPELINE-TEXAS, LLC |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
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| TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
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| By: | /s/ Xxxxx Xxxxxxx-Xxxxx | |||
| Name: | Xxxxx Xxxxxxx-Xxxxx | |||
| Title: | Assistant Treasurer | |||
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