0000945764-17-000089 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • November 7th, 2017 • Denbury Resources Inc • Crude petroleum & natural gas • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 8, 2017 among DENBURY RESOURCES INC., a Delaware corporation (the “Company”), on behalf of itself and the Subsidiary Guarantors under the Indenture referred to below (the “Existing Subsidiary Guarantors”), WILMINGTON TRUST, 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”): (1) DENBURY BROOKHAVEN PIPELINE, LLC, a Delaware limited liability company and (2) DENBURY BROOKHAVEN PIPELINE PARTNERSHIP, LP, a Delaware limited partnership.

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Indemnification Agreement • November 7th, 2017 • Denbury Resources Inc • Crude petroleum & natural gas • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of ___________________, 20___ (the “Effective Date”), is by and between Denbury Resources Inc., a corporation incorporated under the Delaware General Corporation Law (the “Company”), and ____________________(“Indemnitee”), [a director/an officer] of the Company as of the Effective Date.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 7th, 2017 • Denbury Resources Inc • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 8, 2017, among DENBURY BROOKHAVEN PIPELINE, LLC, a Delaware limited liability company and DENBURY BROOKHAVEN PIPELINE PARTNERSHIP , LP, a Delaware limited partnership (the “New Subsidiary Guarantors”), subsidiaries of Denbury Resources Inc. (or its successor) (the “Company”), DENBURY RESOURCES INC., a Delaware corporation, on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the Indenture referred to below, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”) and collateral trustee under the indenture referred to below (the “Collateral Trustee”).

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 7th, 2017 • Denbury Resources Inc • Crude petroleum & natural gas • New York

This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) is entered into as of November 6, 2017 (the “Fifth Amendment Effective Date”), by and among DENBURY RESOURCES INC., a Delaware corporation (“Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”), and the financial institutions party hereto as Lenders (hereinafter collectively referred to as the “Executing Lenders”, and each individually, an “Executing Lender”).

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