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Exhibit 4.1




FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 3,
2007, among, DENBURY RESOURCES INC., a Delaware corporation (the “Company”), the subsidiary
guarantors (the “Subsidiary Guarantors”) parties to the Indenture (as defined below), and
THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor in interest to JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as trustee under the Indenture (the “Trustee”).



W I T N E S S E T H :




     WHEREAS the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and
delivered an indenture (the “Indenture”) dated as of December 7, 2005, providing for the
issuance of 71/2% Senior Subordinated Notes Due 2015 (the “Securities”);



     WHEREAS on December 21, 2005 (the “Original Issue Date”), the Company issued
$150,000,000 aggregate principal amount of Securities in accordance with the terms of the
Indenture;



     WHEREAS Section 2.13 of the Indenture provides the Company shall be entitled, subject to its
compliance with Section 4.03 of the Indenture, to issue additional Securities under the Indenture
which shall have identical terms as the Securities issued on the Original Issue Date, other than
with respect to the date of issuance and issue price, and which shall be treated as a single class
for all purposes under the Indenture as the Securities issued on the Original Issue Date; and



     WHEREAS the Trustee, the Company and the Subsidiary Guarantors desire to enter into this
Supplemental Indenture in order to effect the issuance of $150,000,000 aggregate principal amount
additional Securities (the “Additional Securities”);



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Additional 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.









 



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     2. Agreement to Issue. On the date hereof, upon receipt of a written order of the
Company signed by two Officers of the Company (a “Company Order”), the Trustee shall
authenticate and deliver the Additional Securities as specified in such Company Order;
provided that, the Trustee shall be entitled to receive an Officers’ Certificate and an
Opinion of Counsel of the Company that it may reasonably request in connection with such
authentication of the Additional Securities. Such Company Order shall specify the aggregate
principal amount of Additional Securities to be authenticated and the date on which the issue of
the Additional Securities is to be authenticated, and shall certify that such issuance is in
compliance with Section 4.03 of the Indenture.



     3. Additional Securities under the Indenture. The parties hereto agree that the
Additional Securities constitute “Additional Securities” as such term is defined in the Indenture.



     4. Conditions Deemed Met. The conditions set forth in the second paragraph of Section
2.13 of the Indenture are deemed met.



     5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly supplemented 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 Additional
Securities shall be bound hereby.



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



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



     8. 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.



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









 



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



	 	 	 	 	 
	 	DENBURY RESOURCES INC.,

 	 
	 	By:  	/s/ Phil Rykhoek
 	 
	 	 	Name:  	Phil Rykhoek 	 
	 	 	Title:  	Chief Financial Officer
and Secretary 	 
	 
	 	SUBSIDIARY GUARANTORS:





DENBURY ONSHORE, L.L.C.,

 	 
	 	By:  	/s/ Phil Rykhoek
 	 
	 	 	Name:  	Phil Rykhoek 	 
	 	 	Title:  	Chief Financial Officer
and Secretary 	 
	 
	 	DENBURY GATHERING & MARKETING, INC.,

 	 
	 	By:  	/s/ Phil Rykhoek
 	 
	 	 	Name:  	Phil Rykhoek 	 
	 	 	Title:  	Chief Financial Officer
and Secretary 	 
	 
	 	DENBURY OPERATING COMPANY,

 	 
	 	By:  	/s/ Phil Rykhoek
 	 
	 	 	Name:  	Phil Rykhoek 	 
	 	 	Title:  	Chief Financial Officer
and Secretary 	 
	 
	 	DENBURY MARINE, L.L.C.,

 	 
	 	By:  	/s/ Phil Rykhoek
 	 
	 	 	Name:  	Phil Rykhoek 	 
	 	 	Title:  	Chief Financial Officer
and Secretary 	 









 



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	 	TUSCALOOSA ROYALTY FUND LLC,

 	 
	 	By:  	Denbury Operating Company,
 	 
	 	 	its sole member 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	                                    /s/ Phil Rykhoek
 	 
	 	 	Name:  	Phil Rykhoek 	 
	 	 	Title:  	Chief Financial Officer
and Secretary 	 










 



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	 	TRUSTEE:





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

 	 
	 	By:  	/s/ Mauri J. Cowen
 	 
	 	 	Name:  	Mauri J. Cowen 	 
	 	 	Title:  	Vice President