Exhibit








Exhibit 4(d)


FIRST SUPPLEMENTAL INDENTURE
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”).
W I T N E S S E T H:
WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of May 10, 2016, providing for the issuance of 9% Senior Secured Second Lien Notes due 2021 (the “Securities”);
WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantors shall unconditionally guarantee all of the Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and Existing Subsidiary Guarantors are authorized to execute and deliver this First Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
1.    Definitions.
(a)    Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(b)    For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:  (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.
2.    Agreement to Guarantee.  Each New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture.  The Obligations of the New Subsidiary Guarantors will rank equally and ratably in right of payment with all existing and future Senior Indebtedness of such Subsidiary Guarantor.
3.    Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and 




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provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
4.    Governing Law.  THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.    Trustee Makes No Representation.  The Trustee and Collateral Trustee make no representation as to the validity or sufficiency of this First Supplemental Indenture.
6.    Counterparts.  The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
7.    Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction thereof.


[Signature pages follows]






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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.


	
				
	 
	 
	DENBURY BROOKHAVEN PIPELINE, LLC

	 
	 
	 
	 

	 
	 
	By:
	/s/ James S. Matthews

	 
	 
	Name:
	James S. Matthews

	 
	 
	Title:
	Executive Vice President, 
Chief Administrative Officer, 
General Counsel and Secretary






	
				
	 
	 
	DENBURY BROOKHAVEN PIPELINE PARTNERSHIP, LP

	 
	 
	 
	 

	 
	 
	By:
	Denbury Brookhaven Pipeline, LLC, its general partner

	 
	 
	 
	 

	 
	 
	By:
	/s/ James S. Matthews

	 
	 
	Name:
	James S. Matthews

	 
	 
	Title:
	Executive Vice President, 
Chief Administrative Officer, 
General Counsel and Secretary






	
				
	 
	 
	DENBURY RESOURCES INC., on behalf of itself and the Existing Subsidiary Guarantors

	 
	 
	 
	 

	 
	 
	By:
	/s/ James S. Matthews

	 
	 
	Name:
	James S. Matthews

	 
	 
	Title:
	Executive Vice President, 
Chief Administrative Officer, 
General Counsel and Secretary








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	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

	 
	 
	 
	 

	 
	 
	By:
	/s/ Shawn Goffinet

	 
	 
	Name:
	Shawn Goffinet

	 
	 
	Title:
	Assistant Vice President






	
				
	 
	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee

	 
	 
	 
	 

	 
	 
	By:
	/s/ Shawn Goffinet

	 
	 
	Name:
	Shawn Goffinet

	 
	 
	Title:
	Assistant Vice President








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