exv4ws






Exhibit 4(s)




EXECUTION VERSION




DENBURY RESOURCES INC.




and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee



SECOND SUPPLEMENTAL INDENTURE FOR

81/4% SENIOR SUBORDINATED NOTES DUE 2020



Dated as of February 3, 2011




 









 





EXECUTION VERSION



          SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
February 3, 2011, DENBURY RESOURCES INC., a Delaware corporation (the “Company”), on behalf
of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the
Indenture referred to below, WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the Indenture
referred to below (the “Trustee”) and the following indirect, wholly-owned subsidiaries of
the Company, referred to herein collectively as the “New Subsidiary Guarantors”:



Denbury Pipeline Holdings LLC



Denbury Gulf Coast Pipelines LLC




W I T N E S S E T H :




          WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture dated as
of dated as of February 10, 2010 (the “Indenture”), and the First Supplemental Indenture
dated as of March 9, 2010, providing for the issuance of 81/4% Senior Subordinated Notes Due 2020
(the “Securities”);




          WHEREAS, the Company desires to amend the Indenture, as set forth herein;




          WHEREAS, Denbury Encore Holdings, Inc. changed its name to Denbury Holdings, Inc. by amending
its Certificate of Formation, effective as of December 31, 2010




          WHEREAS, EAP Operating, LLC changed its name to Denbury Air, LLC by amending its Certificate
of Formation, effective as of December 31, 2010;




          WHEREAS, Denbury Operating Company merged with and into EAP Properties, Inc., and then changed
its name to Denbury Operating Company, pursuant to an Agreement and Plan of Merger, dated as of
December 31, 2010;




          WHEREAS the Company desires to cause the New Subsidiary Guarantors to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantors shall fully
and unconditionally guarantee all of the obligations of the Company under the Securities pursuant
to a Subsidiary Guarantee on the terms and conditions set forth herein; and




          WHEREAS pursuant to Section 9.01(5) of the Indenture, the Trustee, the Company and Existing
Subsidiary Guarantors are authorized to execute and deliver this 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 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 Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.




          2. Amendments to the Indenture.




     (a) All references to Denbury Encore Holdings, Inc. are amended to read Denbury Holdings,
Inc.;



     (b) All references to EAP Operating, LLC are amended to read Denbury Air, LLC;



     (c) All references to EAP Properties, Inc. are amended to read Denbury Operating Company.



          3. Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and
severally, with each other and with all other Existing Subsidiary Guarantors, to guarantee all of
the obligations of the Company 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.




          4. 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 provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.




          5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.




          7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          8. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.




[signature page follows]




 









 





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




	 	 	 	 	 
	 	DENBURY RESOURCES INC., on behalf of itself and the 

Existing Subsidiary Guarantors,

 	 
	 	By:  	/s/ Phil Rykhoek
 	 
	 	Name:  	Phil Rykhoek 	 
	 	Title:  	Chief Executive Officer 	 
	 
	 	DENBURY PIPELINE HOLDINGS LLC

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	Mark C. Allen 	 
	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	DENBURY GULF COAST PIPELINES LLC

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	Name:  	Mark C. Allen 	 
	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as 

Trustee

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	Name:  	Patrick T. Giordano 	 
	 	Title:  	Vice President