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
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”), $1.0 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
