114 <strong>Denbury</strong> <strong>Resources</strong> Inc. <strong>2009</strong> <strong>Annual</strong> <strong>Report</strong>Item 10. Directors, Executive Officers and Corporate GovernanceExcept as disclosed below, information as to Item 10 will be set forth in the Proxy Statement (“Proxy Statement”) forthe <strong>Annual</strong> Meeting of Shareholders to be held May 19, 2010, (“<strong>Annual</strong> Meeting”) and is incorporated herein by reference.Code of EthicsWe have adopted a Code of Ethics for Senior Financial Officers and the Principal Executive Officer. This Code ofEthics, including any amendments or waivers, is posted on our website at www.denbury.com.Item 11. Executive CompensationInformation as to Item 11 will be set forth in the Proxy Statement for the <strong>Annual</strong> Meeting and is incorporated hereinby reference.Item 12. Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder MattersInformation as to Item 12 will be set forth in the Proxy Statement for the <strong>Annual</strong> Meeting and is incorporated hereinby reference.Item 13. Certain Relationships and Related Transactions, and DirectorIndependenceInformation as to Item 13 will be set forth in the Proxy Statement for the <strong>Annual</strong> Meeting and is incorporated hereinby reference.Item 14. Principal Accountant Fees and ServicesInformation as to Item 14 will be set forth in the Proxy Statement for the <strong>Annual</strong> Meeting and is incorporated hereinby reference.Form 10-K Part III
<strong>Denbury</strong> <strong>Resources</strong> Inc. <strong>2009</strong> <strong>Annual</strong> <strong>Report</strong> 115Item 15. Exhibits and Financial Statement SchedulesFinancial Statements and Schedules. Financial statements and schedules filed as a part of this report arepresented on 70. All financial statement schedules have been omitted because they are not applicable or the requiredinformation is presented in the financial statements or the notes to consolidated financial statements.Exhibits. The following exhibits are filed as part of this report.Exhibit No. Exhibit2 Agreement and Plan of Merger by and between Encore Acquisition Company and <strong>Denbury</strong> <strong>Resources</strong> Inc.Executed on October 31, <strong>2009</strong> (incorporated by reference as Exhibit 2.1 of our Form 8-K filed November 5,<strong>2009</strong>).3(a)3(b)3(c)3(d)4(a)4(b)Restated Certificate of Incorporation of <strong>Denbury</strong> <strong>Resources</strong> Inc. filed with the Delaware Secretary of State onDecember 29, 2003 (incorporated by reference as Exhibit 3.1 of our Form 8-K filed December 29, 2003).Certificate of Amendment of Restated Certificate of Incorporation of <strong>Denbury</strong> <strong>Resources</strong> Inc. filed with theDelaware Secretary of State on October 20, 2006 (incorporated by reference as Exhibit 3(a) of our Form 10-Qfiled November 8, 2005).Certificate of Amendment of Restated Certificate of Incorporation of <strong>Denbury</strong> <strong>Resources</strong> Inc. filed with theDelaware Secretary of State on November 21, 2007 (incorporated by reference as Exhibit 3(c) of our Form10-K filed February 29, 2008).Bylaws of <strong>Denbury</strong> <strong>Resources</strong> Inc., a Delaware corporation, adopted December 29, 2003 (incorporated byreference as Exhibit 3.2 of our Form 8-K filed December 29, 2003).Indenture for $225 million of 7.5% Senior Subordinated Notes due 2013 among <strong>Denbury</strong> <strong>Resources</strong> Inc.,certain of its subsidiaries and JP Morgan Chase Bank as trustee, dated March 25, 2003 (incorporated byreference as Exhibit 4(a) of our Registration Statement No. 333-105233-04 on Form S-4, filed May 14, 2003).First Supplemental Indenture to Indenture for $225 million of 7.5% Senior Subordinated Notes due 2013 datedas of December 29, 2003, among <strong>Denbury</strong> <strong>Resources</strong> Inc., certain of its subsidiaries, and the JP MorganChase Bank, as trustee (incorporated by reference as Exhibit 4.1 of our Form 8-K filed December 29, 2003).4(c)* Second Supplemental Indenture to Indenture for $225 million of 7.5% Senior Subordinated Notes due 2013dated as of July 24, <strong>2009</strong>, among <strong>Denbury</strong> <strong>Resources</strong> Inc., certain of its subsidiaries, and JP Morgan ChaseBank, as trustee.4(d)Indenture for $150 million of 7.5% Senior Subordinated Notes due 2015 among <strong>Denbury</strong> <strong>Resources</strong> Inc.,certain of its subsidiaries, and JP Morgan Chase Bank, as trustee (incorporated by reference as Exhibit 4.1 ofour Form 8-K filed December 9, 2005).4(e) First Supplemental Indenture for $150 million of 7.5% Senior Subordinated Notes due 2015, dated April 3,2008, between <strong>Denbury</strong> <strong>Resources</strong> Inc., as issuer, and The Bank of New York Trust Company, N.A., asTrustee (incorporated by reference as Exhibit 4.1 of our Form 8-K filed April 3, 2007).4(f)* Second Supplemental Indenture to Indenture for $150 million of 7.5% Senior Subordinated Notes due 2015,dated July 24, <strong>2009</strong>, between <strong>Denbury</strong> <strong>Resources</strong> Inc., as issuer, and The Bank of New York Trust Company,N.A., as Trustee.4(g)Indenture for $420 million of 9.75% Senior Subordinated Notes due 2016 among <strong>Denbury</strong> <strong>Resources</strong> Inc.,certain of its subsidiaries, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporatedby reference as Exhibit 4.1 of our Form 8-K filed February 17, <strong>2009</strong>).4(h)* First Supplemental Indenture to Indenture for $420 million of 9.75% Senior Subordinated Notes due 2016,dated June 30, <strong>2009</strong>, between <strong>Denbury</strong> <strong>Resources</strong> Inc., as issuer, and The Bank of New York Mellon TrustCompany, N.A., as Trustee.4(i)Indenture for $1 billion of 8¼% Senior Subordinated Notes due 2020 among <strong>Denbury</strong> <strong>Resources</strong> Inc., certainof its subsidiaries, and Wells Fargo, National Association, as Trustee (incorporated by reference as Exhibit 4.1of our Form 8-K filed February 12, 2010).Form 10-K Part IV
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