102 <strong>Denbury</strong> <strong>Resources</strong> Inc. <strong>2009</strong> <strong>Annual</strong> <strong>Report</strong>included a long-term transportation service agreement for the Free State Pipeline and a 20-year financing lease forthe NEJD Pipeline system. These two transactions are accounted for as financing leases and are discussed in detail inNote 3, “Related Party Transactions-Genesis”.At December 31, <strong>2009</strong>, long-term commitments for these items require the following future minimum rental payments:PipelineFinancing Capital OperatingIn thousands Leases Leases Leases2010 $ 31,759 $ 1,974 $ 27,5662011 33,205 1,974 26,6212012 33,438 1,272 23,2482013 33,518 700 20,5442014 33,513 673 17,145Thereafter 393,623 721 47,037Total minimum lease payments 559,056 7,314 $ 162,161Less: Amount representing interest (308,436) (1,366)Present value of minimum lease payments $ 250,620 $ 5,948Long-term contracts require us to deliver CO 2 to our industrial CO 2 customers at various contracted prices, plus wehave a CO 2 delivery obligation to Genesis related to three CO 2 volumetric production payments (“VPPs”) (see Note 3).Based upon the maximum amounts deliverable as stated in the industrial contracts and the volumetric productionpayments, we estimate that we may be obligated to deliver up to 433 Bcf of CO 2 to these customers over the next 18years; however, since the group as a whole has historically purchased less CO 2 than the maximum allowed in theircontracts, based on the current level of deliveries, we project that the amount of CO 2 that we will ultimately be requiredto deliver would likely be reduced to 165 Bcf. The maximum volume required in any given year is approximately 136MMcf/d. Given the size of our proven CO 2 reserves at December 31, <strong>2009</strong> (approximately 6.3 Tcf before deductingapproximately 127.1 Bcf for the three VPPs), our current production capabilities and our projected levels of CO 2 usagefor our own tertiary flooding program, we believe that we can meet these contractual delivery obligations.We currently have long-term commitments to purchase manufactured CO 2 from eight proposed gasification plants: fourare in the Gulf Coast region and four are in the Midwest region (Illinois, Indiana and Kentucky area) of the United States.The Midwest plants are not only conditioned on those specific plants being constructed, but also upon <strong>Denbury</strong>contracting additional volumes of CO 2 for purchase in the general area of the proposed plants that would provide anacceptable economic return on the CO 2 pipeline that we would need to construct to transport these volumes to ourexisting CO 2 pipeline system. If all of these plants are built, these CO 2 sources are currently anticipated to provide us withaggregate CO 2 volumes of around 1.2 Bcf/d to 1.9 Bcf/d. Due to the current economic conditions, the earliest we wouldexpect any plant to be completed and provide CO 2 would be 2014, and there is some doubt as to whether they will beconstructed at all. The base price of CO 2 per Mcf from these CO 2 sources varies by plant and location, but is generallyhigher than our most recent all-in cost of CO 2 from our natural sources (Jackson Dome) using current oil prices. Prices forCO 2 delivered from these projects are expected to be competitive with the cost of our natural CO 2 after adjusting for ourestimates of future prices for our share of potential carbon emissions reduction credits. If all eight plants are built, theaggregate purchase obligation for this CO 2 would be around $280 million per year, assuming a $70 per barrel oil price,before any potential savings from our share of carbon emissions reduction credits. All of the contracts have priceadjustments that fluctuate based on the price of oil. Construction has not yet commenced on any of these plants, andtheir construction is contingent on the satisfactory resolution of various issues, including financing. While it is likely that notevery plant currently under contract will be constructed, there are several other plants under consideration that couldprovide CO 2 to us that would either supplement or replace the CO 2 volumes from the eight proposed plants for which wecurrently have CO 2 purchase contracts. We are having ongoing discussions with several of these other potential sources.We have invested a total of $13.8 million in preferred stock of one of the proposed plants. All of our investment may laterbe redeemed, with a return, or converted to equity after construction financing for the project has been obtained. We haverecorded our investment in this debt security at cost and classified it as held-to-maturity, since we have the intent andability to hold it until it is redeemed. The investment is included in “Other assets” in our Consolidated Balance Sheets.Form 10-K Part IINotes to Consolidated Financial Statements
<strong>Denbury</strong> <strong>Resources</strong> Inc. <strong>2009</strong> <strong>Annual</strong> <strong>Report</strong> 103The Encore Merger Agreement contains certain termination rights for both <strong>Denbury</strong> and Encore, including, amongothers, if the Merger is not completed by May 31, 2010. In the event of a termination of the Merger Agreement undercertain circumstances, Encore may be required to pay <strong>Denbury</strong> a termination fee of either $60 million or $120 million, or<strong>Denbury</strong> may be required to pay Encore a termination fee of either $60 million, $120 million or $300 million, in eachcase depending on the circumstances of the termination. In addition, Encore is obligated to reimburse <strong>Denbury</strong> for upto $10 million of its expenses related to the Merger if specified termination events occur. In addition, fee letters executedin conjunction with the financing commitment from JP Morgan require <strong>Denbury</strong> to pay up to approximately $48 millionin fees if the Merger is not consummated and the loans do not close.<strong>Denbury</strong> is subject to various possible contingencies that arise primarily from interpretation of federal and state lawsand regulations affecting the oil and natural gas industry. Such contingencies include differing interpretations as to theprices at which oil and natural gas sales may be made, the prices at which royalty owners may be paid for productionfrom their leases, environmental issues and other matters. Although management believes that it has complied with thevarious laws and regulations, administrative rulings and interpretations thereof, adjustments could be required as newinterpretations and regulations are issued. In addition, production rates, marketing and environmental matters aresubject to regulation by various federal and state agencies.LitigationIn connection with the Merger, three shareholder lawsuits styled as class actions have been filed against EncoreAcquisition Company (“Encore”) and its board of directors. The lawsuits are entitled Sanjay Israni, Individually and OnBehalf of All Others Similarly Situated vs. Encore Acquisition Company et al. (filed November 4, <strong>2009</strong> in the DistrictCourt of Tarrant County, Texas), Teamsters Allied Benefit Funds, Individually and On Behalf of All Others SimilarlySituated vs. Encore Acquisition Company et al. (filed November 5, <strong>2009</strong> in the Court of Chancery in the State ofDelaware) and Thomas W. Scott, Jr., individually and on behalf of all others similarly situated v. Encore AcquisitionCompany et al. (filed November 6, <strong>2009</strong> in the District Court of Tarrant County, Texas). The Teamsters and Scottlawsuits also name <strong>Denbury</strong> as a defendant. The complaints generally allege that (1) Encore’s directors breached theirfiduciary duties in negotiating and approving the Merger and by administering a sale process that failed to maximizeshareholder value and (2) Encore, and, in the case of the Teamsters and Scott complaints, <strong>Denbury</strong> aided and abettedEncore’s directors in breaching their fiduciary duties. The Teamsters complaint also alleges that Encore’s directors andexecutives stand to receive substantial financial benefits if the transaction is consummated on its current terms. Theplaintiffs in these lawsuits seek, among other things, to enjoin the Merger and to rescind the Merger Agreement. Encoreand <strong>Denbury</strong> have entered into a Memorandum of Understanding with the plaintiffs in these lawsuits agreeing inprinciple to the settlement of the lawsuits based upon inclusion in our joint proxy statement/prospectus dated February 5,2010, mailed to shareholders of <strong>Denbury</strong> and Encore in connection with their respective shareholder meetings toapprove the Merger, of additional disclosures requested by the plaintiffs, and agreeing that the parties to the lawsuitswill use best efforts to enter into a definitive settlement agreement, which has not yet occurred pending completion oflimited discovery, and to seek court approval for the settlement which would be binding on all Encore shareholderswho do not opt-out of the settlement. We currently believe the ultimate outcome of the settlement of these lawsuits willnot have a material adverse effect on our financial position, results of operations or cash flows.A shareholder suit regarding a compensation matter brought as a derivative action on behalf of <strong>Denbury</strong> against<strong>Denbury</strong>’s board of directors, entitled Harbor Police Retirement System v. Gareth Roberts, et al, in the District Court ofDallas County, Texas, was amended during January 2010 to generally allege breach of the <strong>Denbury</strong> directors’ fiduciaryduties based upon the further allegation that the directors approved an unreasonably high purchase price in the Merger.On February 19, 2010, the plaintiff filed a motion for leave to amend its petition to add proxy disclosure claims related tothe joint proxy statement/prospectus dated February 5, 2010. The plaintiff seeks monetary damages and equitable relief,and if the motion to amend their petition is granted, to enjoin the <strong>Denbury</strong> shareholders meeting. A hearing is currentlyscheduled for March 1, 2010 on various pending motions, including a motion to dismiss the complaint. <strong>Denbury</strong> believesthat its directors have a valid defense to all claims against them, and that the other allegations in this suit are without merit.<strong>Denbury</strong> and its directors intend to defend this litigation vigorously. We currently believe the ultimate outcome of thislawsuit will not have a material adverse effect on our financial position, results of operations or cash flows.Notes to Consolidated Financial StatementsForm 10-K Part II