exv4wcc






Exhibit 4(cc)




EXECUTION VERSION




DENBURY RESOURCES INC.




and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee



FOURTH SUPPLEMENTAL INDENTURE FOR

6.0% SENIOR SUBORDINATED NOTES DUE 2015



Dated as of February 3, 2011



Denbury Resources Inc.

Guarantor Supplemental Indenture

6.0% Notes due 2015



 









 





EXECUTION VERSION



          FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2011,
among 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 July 13, 2005 (the “Indenture”), the First Supplemental Indenture dated
January 2, 2008, the Second Supplemental Indenture dated January 27, 2010, and the Third
Supplemental Indenture dated as of March 10, 2010, providing for the issuance of 6.0% Senior
Subordinated Notes Due 2015 (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(4) 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.



Denbury Resources Inc.

Guarantor Supplemental Indenture

6.0% Notes due 2015



 









 






     (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]




Denbury Resources Inc.

Guarantor Supplemental Indenture

6.0% Notes due 2015




2









 





          IN WITNESS WHEREOF, each of the undersigned has 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:

Name:
	 	/s/ Phil Rykhoek
 

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	 	 






Denbury Resources Inc.

Guarantor Supplemental Indenture

6.0% Notes due 2015




3









 








	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick T. Giordano	 	 
	 

	 	Name:
	 	 

Patrick T. Giordano
	 	 
	 

	 	Title:
	 	Vice President	 	 






Denbury Resources Inc.

Guarantor Supplemental Indenture

6.0% Notes due 2015





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