DENBURY RESOURCES INC. $1,000,000,000 8.25% Senior Subordinated Notes due 2020 Underwriting AgreementDenbury Resources Inc • February 4th, 2010 • Crude petroleum & natural gas • New York
Company FiledFebruary 4th, 2010 Industry JurisdictionDenbury Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $1.0 billion principal amount of its 8.25% Senior Subordinated Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated on or about February 10, 2010 (the “Indenture”) between the Company, the guarantors listed in Schedule 2 (collectively, the “Denbury Guarantors”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Upon consummation of the Merger (as defined below), the Company shall cause the entities listed on Schedule 3 hereto (collectively, the “Encore Guarantors” and, together with the Denbury Guarantors, the “Guarantors”) to (i) enter into a joinder agreement to this Agreement, the form of which is attached hereto as Exhibit A (the “Joinder Agreement”) pursuant to which such Encore Guarantors will become
AmerisourceBergen Corporation Underwriting AgreementAmerisourcebergen Corp • November 17th, 2009 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Company FiledNovember 17th, 2009 Industry JurisdictionAmerisourceBergen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 4.875% Senior Notes due 2019 (the “Notes”, and including the Guarantees, the “Securities”) guaranteed (the “Guarantees”) by certain of the Company’s direct and indirect U.S. subsidiaries named in Schedule 2 hereto (the “Guarantors”). The Securities will be issued pursuant to an Indenture to be dated as of November 19, 2009, as supplemented and amended by the First Supplemental Indenture thereto, to be dated as of November 19, 2009 (as so supplemented and amended, the “Indenture”) by and among the Company, as issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).
MCMORAN EXPLORATION CO. Underwriting AgreementMcMoran Exploration Co /De/ • November 15th, 2007 • Crude petroleum & natural gas • New York
Company FiledNovember 15th, 2007 Industry JurisdictionMcMoRan Exploration Co., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 11.875% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of November 14, 2007 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees”).
MARINER ENERGY, INC. 8% Senior Notes due 2017 Underwriting AgreementMariner Energy Inc • April 26th, 2007 • Crude petroleum & natural gas • New York
Company FiledApril 26th, 2007 Industry JurisdictionMariner Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 8% Senior Notes due 2017 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of April 30, 2007 (the “Indenture”) between the Company, the Guarantors (defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the “Guarantees”) by Mariner Energy Resources, Inc., a Delaware corporation, Mariner LP LLC, a Delaware limited liability company, and Mariner Energy Texas LP, a Delaware limited partnership, (together the “Guarantors”). As used herein, the term “Securities” shall include the Guarantees, unless the context otherwise requires.
DELTA PETROLEUM CORPORATION $100,000,000 3.75% Convertible Senior Notes due 2037 Underwriting AgreementDelta Petroleum Corp/Co • April 25th, 2007 • Crude petroleum & natural gas • New York
Company FiledApril 25th, 2007 Industry JurisdictionDelta Petroleum Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $100,000,000 principal amount of its 3.75% Convertible Senior Notes due 2037 (the “Firm Securities”) and, at the option of the Underwriters, up to an additional $15,000,000 principal amount of its 3.75% Convertible Senior Notes due 2037 (the “Additional Securities” and, together with the Firm Securities, the “Securities”). The Securities will be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2(c)), among the Company, the subsidiaries listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).