0000950129-05-011770 Sample Contracts

DENBURY RESOURCES INC. 71/2% Senior Subordinated Notes due 2015 Underwriting Agreement
Underwriting Agreement • December 9th, 2005 • Denbury Resources Inc • Crude petroleum & natural gas • New York

Denbury Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you as the underwriter (the “Underwriter”) $150 million principal amount of its 71/2% Senior Subordinated Notes due 2015 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 7, 2005 (the “Indenture”) between the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors (the “Guarantees”).

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