EXHIBIT 4(a)
FIRST SUPPLEMENTAL INDENTURE
DENBURY MANAGEMENT, INC.,
Issuer
DENBURY RESOURCES INC.,
Guarantor
9% Senior Subordinated Notes Due 2008
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 21, 1999
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
As Trustee
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 21, 1999, between
DENBURY RESOURCES INC., a Delaware corporation (the "Company"), and CHASE BANK
OF TEXAS, NATIONAL ASSOCIATION, as Trustee (the "Trustee"), amends and
supplements the Indenture (as defined below).
RECITALS
WHEREAS, Denbury Management, Inc.("DMI"), as Issuer, Denbury Resources
Inc., a corporation formed under the Canadian Business Corporation Act ("Denbury
Canada"), as Guarantor, and the Trustee entered into the Indenture, dated as of
February 26, 1998 (the "Indenture"), relating to DMI's 9% Senior Subordinated
Notes due 2008 (the "Notes"); and
WHEREAS, Denbury Resources Inc. has moved its corporate domicile from
Canada to the United States under the laws of the State of Delaware (the
"Move"), and thereafter, DMI has merged with and into the Company (the
"Merger"), with the Company being the surviving entity; and
WHEREAS, the Company is required pursuant to the Indenture to succeed to
and be substituted for, and exercise every right and power of DMI under the
Indenture; and
WHEREAS, the Company has assumed and does hereby assume the direct and
primary obligation to pay the Notes and all DMI obligations under the Indenture,
and by virtue of the Merger and by operation of law DMI and the Company have
become the same entity, and thus, the Guaranty, if not otherwise eliminated by
operation of law, is thereby extinguished; and
WHEREAS, the Company has furnished to the Trustee an Officer's Certificate
and Opinion of Counsel as required by Section 5.01(vi) of the Indenture; and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms upon the Company and the Trustee have been fulfilled;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally binding, the parties hereto hereby
agree as follows:
ARTICLE ONE
ASSUMPTION OF OBLIGATIONS
Section 1.01. The Company hereby acknowledges and agrees that, by virtue of
the Merger and by operation of law, it has become a party to the Indenture and
has assumed and does hereby assume all of the liabilities and obligations of DMI
under the Indenture and the Notes in accordance with Section 5.01(i)(B) of the
Indenture.
Section 1.02. Pursuant to Section 9.05 of the Indenture, the Company shall
issue and the Trustee shall authenticate new Notes that reflect this First
Supplemental Indenture to be used upon issuance or reissuance of Notes after the
date hereof.
Section 1.03. Pursuant to Section 9.06 of the Indenture, the Company hereby
indemnifies and holds harmless the Trustee from all liability, claims and
damages which the Trustee may sustain or incur by reason of entering into this
First Supplemental Indenture.
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ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.
Section 2.02. This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of laws.
Section 2.03. This First Supplemental Indenture may be executed in any
number of counterparts, each of which, when so executed, shall be deemed to be
an original, but all of which shall together constitute but one and the same
instrument.
Section 2.04. This First Supplemental Indenture is an amendment
supplemental to the Indenture and said Indenture and this First Supplemental
Indenture shall henceforth be read together.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be executed as of the day and year first above written.
DENBURY RESOURCES INC., CHASE BANK OF TEXAS, NATIONAL
a Delaware corporation, successor ASSOCIATION, Trustee
by merger to Denbury Management, Inc.
By:______________________________ By:_____________________________
Name: Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer and Secretary Title: Vice President
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