DENBURY RESOURCES INC. $400,000,000 63/8% Senior Subordinated Notes due 2021 Underwriting AgreementDenbury Resources Inc • February 7th, 2011 • Crude petroleum & natural gas • New York
Denbury Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $400 million principal amount of its 63/8% Senior Subordinated Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated on or about February 17, 2011 (the “Indenture”) between the Company, the guarantors listed in Schedule 2 (collectively, the “Guarantors”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”) and will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors (the “Guarantees”). All representations, warranties, agreements and obligations of the Company and the Guarantors shall be joint and several. All representations and warranties made by the Company in this Agreement with respect to Encore Acquisition Company (“Encore”) and its subsidiaries are made to the Company’s know
