exv4w2






Exhibit 4.2




DENBURY RESOURCES INC.,




DENBURY ONSHORE, LLC,



CERTAIN OTHER SUBSIDIARIES OF DENBURY RESOURCES INC.



and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee



FIFTH SUPPLEMENTAL INDENTURE TO INDENTURE,

DATED AS OF MARCH 25, 2003



Dated as of February 17, 2011



 









 





          FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 17, 2011,
among DENBURY RESOURCES INC., a Delaware corporation (the “Company”), DENBURY ONSHORE, LLC, a
Delaware limited liability company (“Onshore”), the other subsidiaries of the Company party hereto
(the “Subsidiary Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national
banking association, as trustee (the “Trustee”), to the INDENTURE, dated as of March 25, 2003,
among the Company, Onshore, the Subsidiary Guarantors, and the Trustee, as supplemented (the
“Indenture”). Capitalized terms used and not defined herein shall have the meanings ascribed to
such terms in the Indenture.




          WHEREAS, the Company, Onshore, the Subsidiary Guarantors and the Trustee have heretofore
executed and delivered the Indenture providing for the issuance of the 71/2% Senior Subordinated
Notes due 2013 (the “Notes”);




          WHEREAS, the Company has issued the Notes pursuant to the Indenture and there is currently
outstanding under the Indenture $225,000,000 in aggregate principal amount of the Notes;




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




          WHEREAS, Section 9.02 of the Indenture permits amendment of the Indenture as provided in
Section 2 hereof by the Company, Onshore, the Subsidiary Guarantors, and the Trustee with the
written consent of the Holders of at least a majority in aggregate principal amount of the
outstanding Notes, subject to the other provisions of Article 9 of the Indenture;




          WHEREAS, the Company has commenced, pursuant to the Offer to Purchase and Consent Solicitation
Statement of the Company, dated February 3, 2011 (the “Offer to Purchase”), an offer to purchase
all of the outstanding Notes and a solicitation to obtain the written consent of the Holders of at
least a majority in outstanding aggregate principal amount of the Notes to (i) the amendments to
the Indenture set forth in Section 2 hereof and (ii) the execution and delivery of this
Supplemental Indenture (collectively, the “Consents”);




          WHEREAS, the Holders of at least a majority in aggregate principal amount of the Notes
currently outstanding have provided written Consents;




          WHEREAS, the Company has delivered to the Trustee the Officers’ Certificate (as defined in the
Indenture) as well as the Opinion of Counsel (as defined in the Indenture) provided for in the
Indenture relating to the execution and delivery of this Supplemental Indenture; and




          WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal,
valid and binding obligation of the Company, Onshore and the Subsidiary Guarantors have been done.




          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
the parties hereto agree as follows:







 









 








     1. Company Representations and Warranties. The Company hereby represents, warrants,
and certifies to the Trustee that the Holders of at least a majority in aggregate principal amount
of the Notes currently outstanding have provided Consents (the “Consenting Securities”), and
execution of this Supplemental Indenture is authorized and permitted by the Indenture and
constitutes the legal, valid and binding obligation of the Company, Onshore and the Subsidiary
Guarantors enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally, general equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.



     2. Amendments to the Indenture.



          a. The Indenture is hereby amended by (i) deleting the text of Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 5.01, 6.01(6), and 6.01(9) of the Indenture and
replacing them with the words “Intentionally Omitted,” and (ii) deleting all references to such
sections and clauses in their entirety, including without limitation all references, direct or
indirect, thereto in Section 6.01, “Events of Default.”




          b. The Indenture is hereby amended by deleting those definitions from the Indenture for which
all references to such definitions will be eliminated as a result of the provisions of Section
2(a) of this Supplemental Indenture.




     3. Miscellaneous.



          a. Ratification of Agreement. As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this
Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except
as provided for in this Supplemental Indenture, all of the terms, provisions and conditions of the
Indenture and the Notes shall remain in full force and effect. The Consent of the Holders of the
Notes to this Supplemental Indenture shall not constitute an amendment or waiver of any provision
of the Indenture except to the extent expressly set forth herein, and shall not be construed as a
waiver or consent to any further or future action on the part of the Company, Onshore and the
Subsidiary Guarantors.




          b. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.




          c. Governing Law. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York, but without giving effect to applicable
principles of conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.




          d. Effectiveness. This Supplemental Indenture shall be effective upon its execution
and delivery by the parties hereto. The amendments set forth in Section 2 hereof will become
operative concurrently with the Company’s first acceptance of the Consenting Securities for payment
pursuant to the Offer to Purchase.







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          e. Trustee. The Trustee accepts the trusts created by the Indenture, as amended and
supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and
conditions of the Indenture, as amended and supplemented by this Supplemental Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals herein contained and for the correctness of the Offer to Purchase, which shall be
taken as the statements of the Company, and the Trustee shall not be responsible or accountable in
any way whatsoever for or with respect to the validity or execution or sufficiency of this
Supplemental Indenture, and the Trustee makes no representation with respect thereto. All of the
provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and
duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and
with like force and effect as though fully set forth in full herein.




          f. Trust Indenture Act Controls. If any provision of this Supplemental Indenture
limits, qualifies, or conflicts with another provision of this Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939, as amended, as in
force at the date this Supplemental Indenture is executed, the provision required by said Act shall
control.




          g. Headings. The section headings herein are for convenience only and shall not
affect the construction thereof.




          h. Severability. In case any provision in this Supplemental Indenture or the
Securities shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.




[signature page follows]






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          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.

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

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

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Name:  	Mark C. Allen 	 
	 	 	Title:  	Senior Vice President and Chief      Financial Officer 	 
	 
	 	DENBURY GATHERING & MARKETING, INC.

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Name:  	Mark C. Allen 	 
	 	 	Title:  	Senior Vice President and Chief      Financial Officer 	 
	 
	 	DENBURY GREEN PIPELINE-TEXAS, 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 	 



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	 	DENBURY HOLDINGS, INC.

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

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

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Name:  	Mark C. Allen 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	DENBURY PIPELINE HOLDINGS, LLC

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

 	 
	 	By:  	/s/ Mark C. Allen
 	 
	 	 	Name:  	Mark C. Allen 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Julie H. Ramos
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Senior Associate 	 




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