DENBURY RESOURCES INC. 71/2% Senior Subordinated Notes due 2015 Underwriting AgreementDenbury Resources Inc • April 3rd, 2007 • 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”), $150 million principal amount of its 71/2% Senior Subordinated Notes due 2015 (the “Securities”). The Securities are identical in all respects to those issued in December 2005 and will be issued pursuant to the same Indenture, dated as of December 7, 2005 (the “Base Indenture”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”) to be dated on or about April 3, 2007 (as supplemented, the “Indenture”) between the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., as successor in interest to 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 “Guar
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 3rd, 2007 • Denbury Resources Inc • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 3, 2007, among, DENBURY RESOURCES INC., a Delaware corporation (the “Company”), the subsidiary guarantors (the “Subsidiary Guarantors”) parties to the Indenture (as defined below), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor in interest to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee under the Indenture (the “Trustee”).
