Exhibit 4.2FORM OF FIRST SUPPLEMENTAL INDENTURE          FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of        , 2007, among, DENBURY RESOURCES INC., a Delaware corporation (the “Company”), thesubsidiary guarantors (the “Subsidiary Guarantors”) parties to the Indenture (as definedbelow), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor in interest to JPMORGAN CHASEBANK, NATIONAL ASSOCIATION, as trustee under the Indenture (as defined below) (the“Trustee”).W I T N E S S E T H :          WHEREAS the Company and the Subsidiary Guarantors have heretofore executed and delivered tothe Trustee an indenture (the “Indenture”) dated as of December 7, 2005, providing for theissuance of 71/2% Senior Subordinated Notes Due 2015 (the “Securities”);          WHEREAS on December 21, 2005 (the “Original Issue Date”), the Company issued$150,000,000 principal aggregate amount of Securities in accordance with the terms of theIndenture;          WHEREAS Section 2.13 of the Indenture provides the Company shall be entitled, subject to itscompliance with Section 4.03 of the Indenture, to issue additional Securities under the Indenturewhich shall have identical terms as the Securities issued on the Original Issue Date, other thanwith respect to the date of issuance and issue price, and which shall be treated as a single classfor all purposes under the Indenture as the Securities issued on the Original Issue Date; and          WHEREAS the Trustee, the Company and the Subsidiary Guarantors desire to enter into thisSupplemental Indenture in order to effect the issuance of $125.0 million aggregate principal amountadditional Securities (the “Additional Securities”);          NOW THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantorsand the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of theSecurities as follows:          1. Definitions. (a) Capitalized terms used herein without definition shall have themeanings assigned to them in the Indenture.          (b) For all purposes of this Supplemental Indenture, except as otherwise herein expresslyprovided or unless the context otherwise requires: (i) the terms and expressions used herein shallhave the same meanings as corresponding terms and expressions used in the Indenture; and (ii) thewords “herein,” “hereof” and “hereby” and other words of similar import used in this SupplementalIndenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

2          2. Agreement to Issue. On the date hereof, upon receipt of a written order of theCompany signed by two Officers of the Company (a “Company Order”), the Trustee shallauthenticate and deliver the Additional Securities as specified in suchCompany Order; provided that, the Trustee shall be entitled to receive an Officers’Certificate and an Opinion of Counsel of the Company that it may reasonably request in connectionwith such authentication of the Additional Securities. Such Company Order shall specify theAdditional Securities to be authenticated and the date on which the issue of the AdditionalSecurities is to be authenticated and shall certify that such issuance is in compliance withSection 4.03 of the Indenture.          3. Additional Securities under the Indenture. The parties hereto agree that theAdditional Securities constitute “Additional Securities” as such term is defined in the Indenture.          4. Conditions Deemed Met. The conditions set forth in the second paragraph of Section2.13 of the Indenture are deemed met.          5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except asexpressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementalIndenture shall form a part of the Indenture for all purposes, and every holder of AdditionalSecurities shall be bound hereby.          6. Governing Law.**THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**          7. Trustee Makes No Representation. The Trustee makes no representation as to thevalidity or sufficiency of this Supplemental Indenture.          8. Counterparts. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the sameagreement.          9. Effect of Headings. The Section headings herein are for convenience only and shallnot effect the construction thereof.

 

3          IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed asof the date first written above.         DENBURY RESOURCES INC.,         by /s/ Phil Rykhoek         Name: Phil Rykhoek    Title: Chief Financial Officer      and Secretary         **SUBSIDIARY GUARANTORS:**         DENBURY ONSHORE, LLC,         by /s/ Phil Rykhoek         Name: Phil Rykhoek    Title: Chief Financial Officer      and Secretary         DENBURY GATHERING & MARKETING, INC.,         by /s/ Phil Rykhoek         Name: Phil Rykhoek    Title: Chief Financial Officer      and Secretary         DENBURY OPERATING COMPANY,         by /s/ Phil Rykhoek         Name: Phil Rykhoek    Title: Chief Financial Officer      and Secretary         DENBURY MARINE, L.L.C.,         by /s/ Phil Rykhoek         Name: Phil Rykhoek    Title: Chief Financial Officer      and Secretary

 

4           TUSCALOOSA ROYALTY FUND LLC,           By: Denbury Operating Company,    its sole member             by /s/ Phil Rykhoek             Name: Phil Rykhoek      Title: Chief Financial Officer        and Secretary

 

5         **TRUSTEE:**         THE BANK OF NEW YORKTRUST COMPANY, N.A.         by /s/ Mauri J. Cowen         Name: Mauri J. Cowen    Title: Vice President