DENBURY RESOURCES INC. $1,200,000,000 4 5/8% Senior Subordinated Notes due 2023 Underwriting AgreementUnderwriting Agreement • January 28th, 2013 • Denbury Resources Inc • Crude petroleum & natural gas • New York
Denbury 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”), $1.2 billion principal amount of its 4 5/8% Senior Subordinated Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated on or about February 5, 2013 (the “Indenture”) between the Company, the guarantors listed in Schedule 2 (collectively, the “Guarantors”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”) and will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors (the “Guarantees”). All representations, warranties, agreements and obligations of the Company and the Guarantors shall be joint and several.
