exv4wc






Exhibit 4(c)




SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 24,
2009, among DENBURY GREEN PIPELINE-TEXAS, LLC (the “New Subsidiary Guarantor”), an
indirect, wholly-owned subsidiary of Denbury Resources Inc. (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 THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., as trustee under the indenture referred to below (the
“Trustee”).



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 March 25, 2003, (the “Indenture”), and the First Supplemental Indenture dated as of
December 29, 2003, providing for the issuance of 71/2% Senior Subordinated Notes Due 2013 (the
“Securities”);



     WHEREAS the Company desires to cause the New Subsidiary Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall fully and
unconditionally guarantee all of the obligations of the Company and Denbury Onshore, LLC 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 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 Guarantor, 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. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and
severally with all other Existing Subsidiary Guarantors, to guarantee all of the obligations of the
Company and Denbury Onshore, LLC 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.



Denbury Resources Inc.

Guarantor Supplemental Indenture

Notes due 2013




 









 





     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 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.



     4. Governing Law. THIS 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 makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



     6. 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.



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



Denbury Resources Inc.

Guarantor Supplemental Indenture

Notes due 2013






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



	 	 	 	 	 
	 	DENBURY GREEN PIPELINE-TEXAS, LLC

 	 
	 	   By:  	/s/ Phil Rykhoek
 	 
	 	   Name:  	Phil Rykhoek 	 
	 	   Title:  	Chief Executive Officer 	 
	 
	 	DENBURY RESOURCES INC., on behalf of itself and

the Existing Subsidiary Guarantors,

 	 
	 	   By:  	/s/ Phil Rykhoek
 	 
	 	   Name:  	Phil Rykhoek 	 
	 	   Title:  	Chief Executive Officer 	 
	 



Denbury Resources Inc.

Guarantor Supplemental Indenture

Notes due 2013






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	 	THE BANK OF NEW YORK MELLON TRUST

 COMPANY, N.A., as Trustee,

 	 
	 	   By:  	/s/ Julie Hoffman-Ramos
 	 
	 	   Name:  	Julie Hoffman-Ramos 	 
	 	   Title:  	Assistant Treasurer 	 
	 



Denbury Resources Inc.

Guarantor Supplemental Indenture

Notes due 2013






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