exv10w1






Exhibit 10.1




SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amendment to Second Amended and Restated Credit Agreement (this “Second
Amendment”), dated as of October 30, 2009, is by and among DELTA PETROLEUM CORPORATION, a
Delaware corporation (“Borrower”), JPMORGAN CHASE BANK, N.A., a national banking
association, as Administrative Agent (“Administrative Agent”), and each of the financial
institutions a party hereto as Banks (hereinafter collectively referred to as “Executing
Banks,” and individually, an “Executing Bank”).



W I T N E S S E T H:




     WHEREAS, Borrower, Administrative Agent and the financial institutions party thereto as Banks
are parties to that certain Second Amended and Restated Credit Agreement dated as of November 3,
2008 (as amended to date, the “Credit Agreement”) (capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement); and



     WHEREAS, Borrower has requested that Banks (i) amend certain terms of the Credit Agreement,
and (ii) provide limited waivers of certain matters more particularly described herein; and



     WHEREAS, subject to and upon the terms and conditions set forth herein, Executing Banks have
agreed to Borrower’s requests; and



     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, Borrower, Administrative Agent and Executing Banks hereby agree
as follows:



     SECTION 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment, and subject to the satisfaction of each condition
precedent set forth in Section 4 hereof, the Credit Agreement is hereby amended effective
as of the Effective Date in the manner provided in this Section 1.



          1.1 Amendments to Credit Agreement Definitions. The following definitions contained
in Section 1.1 of the Credit Agreement shall be amended to read in full as follows:





     “Loan Papers” means this Agreement, the First Amendment, the Second Amendment,
the Notes, each Facility Guaranty which may now or hereafter be executed, each Borrower
Pledge Agreement which may now or hereafter be executed, each Subsidiary Pledge Agreement
which may now or hereafter be executed, the Existing Mortgages (including all amendments
thereto), all Mortgages now or at any time hereafter delivered pursuant to
Section 5.1, all Letters of Credit, the Certificate of Effectiveness and all other
certificates, documents or instruments delivered in connection with this Agreement, as the
foregoing may be amended from time to time.



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     “Outstanding Credit” means, on any date, the sum of (a) the aggregate
outstanding Letter of Credit Exposure on such date including the Letter of Credit Exposure
attributable to Letters of Credit to be issued on such date, plus (b) the aggregate
outstanding principal balance of the Revolving Loan on such date, including the amount of
any Borrowing to be made on such date, plus (c) the Availability Block in effect on such
date.




     “Reserve Report” means an unsuperseded engineering analysis of the Mineral
Interests owned by Borrower, in form and substance reasonably acceptable to Administrative
Agent, prepared for a Redetermination and in accordance with customary and prudent practices
in the petroleum engineering industry and Financial Accounting Standards Board Statement 69.
Each Reserve Report required to be delivered by January 15 of each year pursuant to
Section 8.15 shall be prepared by the Approved Petroleum Engineer. Each other
Reserve Report shall be prepared by either (i) the Approved Petroleum Engineer, or (ii)
Borrower’s in-house staff, and shall include a detailed reconciliation from the most
recently delivered Reserve Report prepared by the Approved Petroleum Engineer.
Notwithstanding the foregoing, in connection with any Special Redetermination requested by
Borrower, the Reserve Report shall be in form and scope mutually acceptable to Borrower and
Administrative Agent.




     “Rolling Period” means (a) for each Fiscal Quarter ending on or before
March 31, 2010, any period of four (4) consecutive Fiscal Quarters ending on the last day of
any such applicable Fiscal Quarter, (b) for the Fiscal Quarters ending on June 30, 2010,
September 30, 2010 and December 31, 2010, the applicable period commencing on April 1, 2010
and ending on the last day of such applicable Fiscal Quarter, and (c) for the Fiscal Quarter
ending on March 31, 2011, and for each Fiscal Quarter thereafter, any period of four (4)
consecutive Fiscal Quarters ending on the last day of such applicable Fiscal Quarter.



          1.2 Further Amendments to Credit Agreement Definitions. The defined terms “Applicable
Margin” and “Letter of Credit Fee” in Section 1.1 of the Credit Agreement shall be amended to add
the following parenthetical following each use of the term “Outstanding Credit” therein: “(without
giving effect to any Availability Block)”.




          1.3 Additional Credit Agreement Definitions. Section 1.1 of the Credit Agreement
shall be amended to add the following definitions to such Section:





     “Annualized Consolidated EBITDAX” means, for purposes of calculating the
financial ratio set forth in Section 10.2 for the Rolling Periods ending on June 30,
2010, September 30, 2010 and December 31, 2010, Borrower’s actual Consolidated EBITDAX for
such Rolling Period multiplied by the factor determined for such Rolling Period in
accordance with the table below:



	 	 	 
	Rolling Period Ending	 	Factor
	June 30, 2010
	 	4
	September 30, 2010
	 	2
	December 31, 2010
	 	1.333






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     “Availability Block” means (a) $20,000,000 (as such amount may be amended
pursuant to the terms hereof, in connection with the Scheduled Redetermination to occur on
or about March 1, 2010 or at any time thereafter) through and including the Availability
Release Date, and (b) $0.00 thereafter.




     “Availability Release Date” means the first date following the delivery of
financial statements for the Fiscal Year ending December 31, 2009 pursuant to
Section 8.1(a) on which (a) Borrower is in compliance with Sections 10.1 and
10.2 (without giving effect to any waiver of compliance with such covenants) for the
Fiscal Quarter most recently ended based on the financial statements required to be
delivered for such period pursuant to Section 8.1, and (b) Borrower is in pro forma
compliance with Sections 10.1 and 10.2 as of the end of each of the four
Fiscal Quarters following such date calculated in a manner acceptable to Administrative
Agent. Prior to the Availability Release Date and together with the financial statements
required to be delivered pursuant to Section 8.1, Borrower shall certify (and
provide Administrative Agent with pro forma and projected calculations in form and substance
satisfactory to Administrative Agent) to Administrative Agent and Banks whether or not it is
in compliance with Sections 10.1 and 10.2 (without giving effect to any
waiver of compliance with such covenants) (i) as of the last date of the Fiscal Quarter most
recently ended (based on the financing statements required to be delivered for such period
then ended pursuant to Section 8.1) and (ii) for the next succeeding four Fiscal
Quarter period.




     “Second Amendment” means that certain Second Amendment to Second Amended and
Restated Credit Agreement dated as of October 30, 2009, among Borrower, Administrative Agent
and Banks party thereto.



          1.4 Amendment to Section 2.12. Section 2.12 of the Credit Agreement shall be amended
to add the following parenthetical following the term “Availability” therein: “(without giving
effect to any Availability Block)”.




          1.5 Amendment to Information Covenant. Section 8.1(b)(ii) of the Credit Agreement
shall be amended to read in full as follows:





     “(ii) as soon as available and in any event within twenty (20) days after the end of
each calendar month that is not the last month in a Fiscal Quarter and within thirty (30)
days after the end of each calendar month that is also the last month in a Fiscal Quarter,
consolidated balance sheets of Borrower as of the end of such calendar month and the related
consolidated statements of income for such calendar month and for the portion of Borrower’s
Fiscal Year ended at the end of such calendar month; all financial statements delivered
pursuant to this Section 8.1(b) shall be certified as to fairness of presentation,
substantially in accordance with GAAP (except for the absence of footnotes and normal year
end adjustments) and consistency by a Financial Officer of Borrower;”



          1.6 Further Amendment to Information Covenant. Section 8.1(c)(vi) shall be amended to
read in full as follows: “(vi) [Intentionally Deleted],”.




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          1.7 Additional Information Covenants. Section 8.1 of the Credit Agreement shall be
amended to (a) delete the period at the end of clause (o) thereof, (b) replace such period with a
semicolon, and (c) add the following clauses (p) and (q) to the end thereof:





     “(p) simultaneously with the delivery of each set of financial statements referred to
in Section 8.1(a) and Section 8.1(b)(i), projections of Borrower’s
consolidated balance sheet and the related consolidated statements of income and statements
of cash flow for a period of at least four Fiscal Quarters following the end of the period
covered by such financial statements, in each case prepared in good faith and based on
assumptions believed by Borrower to be reasonable at the time; and




     (q) simultaneously with the delivery of each set of financial statements referred to in
Section 8.1(b)(ii), an update to the most recent projections delivered pursuant to
clause (p) above.”



          1.8 Amendment to Hedging Covenants. Sections 8.14 and 9.11 of the Credit Agreement
shall be amended to delete the references to “Section 4.1” therein and replace such
references with “Section 8.15”.




          1.9 Amendment to Affirmative Covenants. Article VIII of the Credit Agreement shall be
amended to add the following Section 8.15 to the end thereof:





     “Section 8.15. Reserve Reports. As soon as available and in any event by
January 15 and June 30 of each year, commencing January 15, 2010, Borrower shall deliver to
Administrative Agent and each Bank a Reserve Report prepared as of the immediately preceding
October 31 and April 30, respectively.”



          1.10 Amendment to Senior Secured Leverage Ratio Covenant. Section 10.2 of the Credit
Agreement shall be amended to read in full as follows:





     “Section 10.2 Senior Secured Leverage Ratio. Commencing with the Fiscal
Quarter ending December 31, 2008, Borrower will not permit, as of the last day of any Fiscal
Quarter, its ratio of the Outstanding Credit (determined as of the Fiscal Quarter ending on
such date and without giving effect to any Availability Block) to Consolidated EBITDAX (for
the Rolling Period ending on such date or Annualized Consolidated EBITDAX for such Rolling
Period in the case of a Rolling Period ending on June 30, 2010, September 30, 2010 or
December 31, 2010) to be greater than 4.0 to 1.0.”



          1.11 Amendment to Capital Expenditures Covenant. Section 10.3 of the Credit Agreement
shall be amended to read in full as follows:





     “Section 10.3 Capital Expenditures. Borrower will not, nor will it permit any
other Credit Party to, incur or make any Capital Expenditures in an amount exceeding
$10,000,000 in the aggregate for all Credit Parties during each Fiscal Quarter ending
December 31, 2009 and March 31, 2010 and $5,000,000 during the Fiscal Quarter ending June
30, 2010; provided, that if the amount of Capital Expenditures permitted to be made in any
such Fiscal Quarter exceeds the amount actually made, such excess may be carried forward to
the following Fiscal Quarters.”



4









 





          1.12 Additional Financial Covenant. Article X of the Credit Agreement shall be
amended to add the following Section 10.4 to the end thereof:





     “Section 10.4 Payables. Borrower will not, nor will it permit any other
Credit Party to, incur or become or remain liable on payables in an amount exceeding
$30,000,000 in the aggregate for all Credit Parties at the end of each calendar month
beginning on October 31, 2009. For the purposes of calculating the foregoing payables test,
the aggregate amount of payables shall exclude $21,250,000 of payables owing to DHS as of
the effective date of the Second Amendment (provided that any and all additional payables
owing to DHS, including future payables incurred after the effective date of the Second
Amendment, shall be included in the calculation of the foregoing payables test).”



          1.13 Amendment to Exhibit. Exhibit I to the Credit Agreement shall be amended and
restated in its entirety in the form set forth on Exhibit I hereto.




     SECTION 2. Limited Waivers. Borrower hereby requests that Required Banks waive
compliance with (a) the current ratio covenant set forth in Section 10.1 of the Credit Agreement
solely for the Fiscal Quarters ending on December 31, 2009 and March 31, 2010 (the “12/31/09 &
3/31/10 Current Ratio Tests”), (b) the senior secured leverage ratio covenant set forth in
Section 10.2 of the Credit Agreement solely for the Fiscal Quarters ending on December 31, 2009 and
March 31, 2010 (the “12/31/09 & 3/31/10 Leverage Ratio Tests”), and (c) the maximum Capital
Expenditures covenant set forth in Section 10.3(b) of the Credit Agreement solely for the Fiscal
Quarter ending on September 30, 2009 (the “9/30/09 Capital Expenditures Test”, and
collectively with the 12/31/09 & 3/31/10 Current Ratio Tests and the 12/31/09 & 3/31/10 Leverage
Ratio Tests, the “Specified Financial Covenants”). In reliance on the representations,
warranties, covenants and agreements contained in the Credit Agreement and this Second Amendment,
and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof,
Required Banks hereby waive compliance with the Specified Financial Covenants. The limited waivers
of the Specified Financial Covenants contained in this Section 2 are limited solely to
Sections 10.1, 10.2 and 10.3 of the Credit Agreement and apply solely to the calculation of such
financial covenants for the Fiscal Quarters ending on (i) in the case of the 12/31/09 & 3/31/10
Current Ratio Tests and the 12/31/09 & 3/31/10 Leverage Ratio Tests, December 31, 2009 and March
31, 2010, and (ii) in the case of the 9/30/09 Capital Expenditures Test, September 30, 2009. The
limited waivers set forth in this Section 2 are limited, one-time waivers, and nothing
contained herein shall obligate Banks to grant any additional or future waiver with respect to, or
in connection with, any provisions of the Credit Agreement or any other Loan Paper.



     SECTION 3. Borrowing Base Redetermination. Notwithstanding anything to the contrary
contained in the Credit Agreement, in reliance on the representations, warranties, covenants and
agreements contained in the Credit Agreement and this Second Amendment, and subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, Administrative
Agent, Required Banks and Borrower hereby agree that effective as of the Effective Date (a) the
Borrowing Base in effect for the period from the Effective Date until the date of the next
Redetermination thereof shall be $185,000,000, and (b) the Conforming Borrowing Base in effect for
the period from the Effective Date until the date of the next



5









 







Redetermination thereof shall be $185,000,000. Borrower, Administrative Agent and Required
Banks hereby further agree that the Redetermination provided for in this Section 3 is the
September 1, 2009 Scheduled Redetermination and shall not be construed or deemed to be a Special
Redetermination for purposes of Section 4.3 of the Credit Agreement.



     SECTION 4. Conditions Precedent. This Second Amendment shall be effective on the date
that each condition precedent set forth in this Section 4 is satisfied (the “Effective
Date”):



          4.1 Closing Delivery. Administrative Agent shall have received counterparts of this
Second Amendment duly executed by Borrower and Required Banks and acknowledged by each Restricted
Subsidiary.




          4.2 Amendment Fee. Borrower shall have paid to Administrative Agent, for the benefit
of the Executing Banks that have delivered an executed counterpart of this Second Amendment prior
to noon, Chicago, Illinois time, on October 30, 2009, a fee in the amount of 25 basis points on
each such Executing Bank’s Commitment Percentage of $185,000,000.




          4.3 Fees and Expenses. Borrower shall have paid (a) all fees and amounts as Borrower
shall be required to pay to Administrative Agent and its Affiliates pursuant to any separate
agreement between or among Borrower, Administrative Agent and/or its Affiliates, and (b) all
reasonable fees and expenses incurred or to be incurred by Administrative Agent in connection with
the preparation, negotiation and execution of this Second Amendment.




          4.4 Other Documentation. Administrative Agent shall have received such other
documents, instruments and agreements as it may reasonably request, all in form and substance
reasonably satisfactory to Administrative Agent.




     SECTION 5. Representations and Warranties of Borrower. To induce Executing Banks and
Administrative Agent to enter into this Second Amendment, Borrower hereby represents and warrants
to Banks and Administrative Agent as of the date of this Second Amendment and as of the Effective
Date as follows:




          5.1 Due Authorization; No Conflict. The execution, delivery and performance by
Borrower of this Second Amendment are within Borrower’s corporate powers, have been duly authorized
by all necessary action, require no action by or in respect of, or filing with, any governmental
body, agency or official and do not violate or constitute a default under any provision of
applicable law or any Material Agreement binding upon Borrower or result in the creation or
imposition of any Lien upon any of the assets of the Credit Parties except Permitted Encumbrances.




          5.2 Validity and Enforceability. This Second Amendment constitutes the valid and
binding obligation of Borrower enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general application.




          5.3 Accuracy of Representations and Warranties. Each representation and warranty of
each Credit Party contained in the Loan Papers is true and correct in all material




6









 







respects as of the date hereof (except to the extent such representations and warranties are
expressly made as of a particular date, in which event such representations and warranties were
true and correct as of such date).




          5.4 Absence of Defaults. No Default, Event of Default or Borrowing Base Deficiency
has occurred which is continuing.




          5.5 No Defense. Borrower has no defense to payment of, or any counterclaim or rights
of set-off with respect to, all or any portion of the Obligations.




     SECTION 6. Miscellaneous.



          6.1 Reaffirmation of Loan Papers. Any and all of the terms and provisions of the
Credit Agreement and the other Loan Papers shall, except as amended and modified hereby, remain in
full force and effect, and are hereby ratified and confirmed. The amendments and limited waivers
contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are
hereby ratified, affirmed and extended to secure the Obligations.




          6.2 No Implied Waivers. No failure or delay on the part of Administrative Agent or
any Bank in exercising, and no course of dealing with respect to, any right, power or privilege
under this Second Amendment, the Credit Agreement or any other Loan Paper shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege under this
Second Amendment, the Credit Agreement or any other Loan Paper preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.




          6.3 Parties in Interest. All of the terms and provisions of this Second Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.




          6.4 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and
expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the
preparation, negotiation and execution of this Second Amendment.




          6.5 Counterparts. This Second Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Second
Amendment until Administrative Agent, Borrower and Required Banks have executed a counterpart and
all Restricted Subsidiaries have executed the attached consent and acknowledgement. Facsimiles
shall be effective as originals.




          6.6 Complete Agreement. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE PARTIES.




          6.7 Headings. The headings, captions and arrangements used in this Second Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Second Amendment, nor affect the meaning thereof.




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          6.8 Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.




     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
by their respective Authorized Officers on the date and year first above written.



[Signature pages to follow]




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	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA PETROLEUM CORPORATION,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 






     Each of the undersigned (i) consent and agree to this Second Amendment, and (ii) agree that
the Loan Papers to which it is a party shall remain in full force and effect and shall continue to
be the legal, valid and binding obligation of such Person, enforceable against it in accordance
with its terms.



	 	 	 	 	 	 	 
	 	 	ACKNOWLEDGED AND AGREED TO BY:	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA EXPLORATION COMPANY, INC., a Colorado
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PIPER PETROLEUM COMPANY, a Colorado corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	CASTLE TEXAS
EXPLORATION LIMITED PARTNERSHIP, a Texas
limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Delta Petroleum Corporation, a Delaware

corporation, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DPCA LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA PIPELINE,
LLC, a Colorado limited liability
company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Delta Petroleum Corporation, a Delaware
corporation, its sole manager and sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DELTA RISK
MANAGEMENT, LLC, a Colorado limited
liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Delta Petroleum Corporation, a Delaware
corporation, its sole manager and sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin K. Nanke	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kevin K. Nanke,	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE
AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., 


as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Orlando	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Brian Orlando,	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Orlando	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Brian Orlando,	 	 
	 

	 	 	 	Vice President	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF MONTREAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gumaro Tijerina	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gumaro Tijerina	 	 
	 

	 	 	 	Director	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Justin M. Alexander	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Justin M. Alexander	 	 
	 

	 	 	 	Vice President	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF OKLAHOMA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael M. Logan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael M. Logan	 	 
	 

	 	 	 	Senior Vice President	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	NATIXIS	 	 
	 	 	(f.k.a. Natexis Banques Populaires)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Donovan C. Broussard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Donovan C. Broussard	 	 
	 

	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Liana Tchernysheva	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Liana Tchernysheva	 	 
	 

	 	 	 	Director	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




     DELTA PETROLEUM CORPORATION



 









 





	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julia R. Franklin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Julia R. Franklin	 	 
	 

	 	 	 	Assistant Vice President	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 	 	 
	 	 	BANK:	 	 
	 
	 	 	 	 	 	 
	 	 	CAPITAL ONE, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wes Fontana	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Wes Fontana	 	 
	 

	 	 	 	Assistant Vice President	 	 






Signature Page

Second Amendment to Second Amended and Restated Credit Agreement




DELTA PETROLEUM CORPORATION





 









 








EXHIBIT I




FORM OF CERTIFICATE OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER




     The undersigned, the principal executive and financial officer of Delta Petroleum Corporation,
a Delaware corporation (“Borrower”) hereby (a) delivers this Certificate pursuant to
Section 8.1(c) of that certain Second Amended and Restated Credit Agreement (as amended, the
“Credit Agreement”) dated as of November 3, 2008, by and among Borrower, JPMorgan Chase
Bank, N.A., as Administrative Agent, and the financial institutions listed on Schedule 1.1 thereto,
as Banks (“Banks”), and (b) certifies to Banks, with the knowledge and intent that Banks
may, without any independent investigation, rely fully on the matters herein in connection with the
Credit Agreement, as follows:



     1. Attached hereto as Schedule I are the financial statements of Borrower as of and
for the o Fiscal Year o Fiscal Quarter o calendar month (check one) ended
                    , ___.



     2. Such financial statements are true and correct, have been prepared on a consistent basis in
accordance with GAAP (except as otherwise noted therein) and fairly present the financial condition
of Borrower as of the date indicated therein and the results of operations for the respective
periods indicated therein.



     3. Attached hereto as Schedule II are detailed calculations used by Borrower to
establish that Borrower was in compliance with the requirements of Article X of the Credit
Agreement on the date of the financial statements attached as Schedule I hereto. [Calculate
(i) Consolidated Current Assets to Consolidated Current Liabilities, (ii) Consolidated Net Debt to
Consolidated EBITDAX, (iii) Capital Expenditures, (iv) payables and (v) any other financial
covenants specified in Article X of the Credit Agreement]



     4. Unless otherwise disclosed on Schedule III attached hereto and incorporated herein
by reference for all purposes, neither a Default nor an Event of Default has occurred which is in
existence on the date hereof; provided, that, for any Default or Event of Default
disclosed on Schedule III attached hereto, Borrower is taking or proposes to take the
action to cure such Default or Event of Default set forth on Schedule III.



     5. On
the date hereof (a) (check one) o there is no Material Gas Imbalance or o
the amount of the net gas imbalances under Gas Balancing Agreements to which Borrower is a
party or by which any Mineral Interests owned by Borrower is bound is
                                        , and (b) the aggregate amount of all Advance Payments received under
Advance Payment Contracts to which any Credit Party is a party or by which any Mineral Interests
owned by Borrower or any other Credit Party is bound which have not been satisfied by delivery of
production, if any, is                                         .



     6. Attached hereto as Schedule IV is a summary of the Hedge Transactions to which
Borrower or any other Credit Party is a party on the date hereof [, together with a copy of each
Hedge Agreement evidencing such Hedge Transactions]. [Borrower has previously



 









 







delivered to Administrative Agent a true and correct copy of each Hedge Agreement evidencing
such Hedge Transactions, and such Hedge Agreements have not been amended or modified in any respect
and represent the valid, binding and enforceable obligations of Borrower and/or any other Credit
Party a party thereto.]



     7. Unless otherwise described on Schedule V attached hereto and incorporated herein by
reference for all purposes, the representations and warranties of Borrower and each other Credit
Party set forth in the Credit Agreement and the other Loan Papers are true and correct on and as of
the date hereof, with the same effect as though such representations and warranties had been made
on and as of the date hereof, or if such representations and warranties are expressly limited to
particular dates, as of such particular dates.



     8. Borrower o is o is not (check one) in compliance with the terms of clause (f)
of the definition of “Permitted Investment”.



     Unless otherwise defined herein, all capitalized terms used herein shall have the meaning
given such terms in the Credit Agreement.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




 









 








     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Principal Executive
and Financial Officer as of                     , ___.



	 	 	 	 	 	 	 
	 	 	DELTA PETROLEUM CORPORATION,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






Schedule I




Financial Statements




(to be attached)




 









 





Schedule II




Compliance Calculations




1. Consolidated Current Assets to Consolidated Current Liabilities:                     




2. Consolidated Net Debt to Consolidated EBITDAX:                     




3. Capital Expenditures:                     




4. Payables:                     




[Attached calculations]




 









 





Schedule III




Defaults/Remedial Action




(to be attached)




 









 





Schedule IV




Summary of Hedge Transactions/Hedge Agreements




(to be attached)




 









 





Schedule V




Qualifications to Representations and Warranties




(to be attached)