0000950123-10-019490 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 1st, 2010 • Denbury Resources Inc • Crude petroleum & natural gas • New York

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”).

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FIFTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 1st, 2010 • Denbury Resources Inc • Crude petroleum & natural gas

This Fifth Amendment to Sixth Amended and Restated Credit Agreement (this “Fifth Amendment”) is entered into effective as of the 22nd day of January, 2010 (the “Effective Date”), by and among Denbury Onshore, LLC, a Delaware limited liability company (“Borrower”), Denbury Resources Inc., a Delaware corporation (“Parent”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative Agent”), and the financial institutions parties hereto as Banks (“Banks”).

SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 1st, 2010 • Denbury Resources Inc • Crude petroleum & natural gas

This Sixth Amendment to Sixth Amended and Restated Credit Agreement (this “Sixth Amendment”) is entered into effective as of the 29th day of January, 2010 (the “Effective Date”), by and among Denbury Onshore, LLC, a Delaware limited liability company (“Borrower”), Denbury Resources Inc., a Delaware corporation (“Parent”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative Agent”), and the financial institutions parties hereto as Banks (“Banks”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 1st, 2010 • Denbury Resources Inc • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 30, 2009, among DENBURY RESOURCES INC., a Delaware corporation (the “Company”), the subsidiary guarantors (the “Subsidiary Guarantors”) which are parties to the Indenture (as defined below), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Trustee”).

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