exv10w4







Exhibit 10.4









April 30, 2009




Delta Petroleum Corporation

370 17th Street, Suite 4300

Denver, Colorado 80202




			
	Attention:	 	Mr. Kevin K. Nanke

Chief Financial Officer






			
	Re:	 	Second Amended and Restated Credit Agreement dated as of November 3, 2008 (as amended prior
to the date hereof, including pursuant to that certain First Amendment to Second Amended and
Restated Credit Agreement dated March 2, 2009 (the “First Amendment”), the “Credit
Agreement”) between, among others, Delta Petroleum Corporation (“Borrower”) and
JPMorgan Chase Bank, N.A. as administrative agent for the Banks (as defined in the Credit
Agreement) (in such capacity, the “Administrative Agent”); capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in the First
Amendment.




Gentlemen:



Reference is made to the First Amendment pursuant to which, among other things, the Administrative
Agent (on behalf of the Banks) and the Banks agreed to forbear from exercising their rights and
remedies arising as a result of the Specified Defaults. Pursuant to the terms and conditions of
the First Amendment, (a) the
Forbearance Period Termination Date is currently May 1, 2009, and Borrower is required to
consummate the Interim Issuance in order for the Forbearance Period Termination Date to be
automatically extended to May 15, 2009, and (b) the Statutory Liens Waiver Period is currently set
to expire on April 30, 2009. Borrower has not consummated the Interim Issuance and has requested
that the Administrative Agent (on behalf of the Banks) and the Banks (i) amend the definition of
“Forbearance Period Termination Date” to extend the current Forbearance Period Termination Date
from May 1, 2009 to May 15, 2009, and (ii) amend the definition of “Statutory Liens Waiver Period”
to extend the latest expiration date thereof from April 30, 2009 to May 15, 2009.



Subject to the terms and conditions set forth herein, the Administrative Agent (on behalf of the
Banks) and the Banks hereby agree to such requests and together with the Borrower agree that (a)
the definition of “Statutory Liens Waiver Period” contained in Section 1 of the First Amendment is
hereby amended to delete the reference therein to “April 30, 2009” and replace such reference with
“May 15, 2009”, and (b) the definition of “Forbearance Period Termination Date” contained in
Section 1 of the First Amendment is hereby amended and restated in its entirety as follows:





“Forbearance Period Termination Date” means 5:00 p.m. (Chicago, Illinois Time) on
May 15, 2009; provided, that (a) [Reserved], and (b)(i) [Reserved], or (ii) if on or prior
to May 15, 2009 Borrower has received gross proceeds of $75,000,000, which result in
Borrower’s receipt of Net Proceeds of at least $70,000,000, from issuance(s) by Borrower
after the Signing Date of additional Equity of Borrower (the “Interim Issuance”) and
the Securities and Exchange Commission has declared Borrower’s S-3 registration statement
filed in contemplation of the Equity Issuances to be effective, then the Forbearance Period
Termination Date shall automatically be extended pursuant to the following sentence. If the
conditions for automatic extension of the Forbearance Period Termination Date contained in
clause (b)(ii) above are satisfied, then the Forbearance Period Termination Date shall be
automatically extended to June 15, 2009.



 









 




Borrower and the Banks further agree that (a) if Borrower consummates the Interim Issuance, then
the Equity Issuance Net Proceeds thereof will be applied in accordance with Section 9.1(b)(i), (ii)
and (iii) of the First Amendment, and (b) if Borrower consummates the Equity Issuance in
satisfaction of Section 9.1 of the First Amendment and without utilizing an Interim Issuance, then
the Equity Issuance Net Proceeds thereof will be applied in accordance with Section 9.1(a)(i), (ii)
and (iii) of the First Amendment.



Borrower has informed the Banks that Borrower has violated the Consolidated Net Debt to
Consolidated EBITDAX (as defined in the Credit Agreement) ratio under Section 10.2 of the Credit
Agreement for the fiscal quarter ending March 31, 2009 (the “Leverage Ratio Default”).
Borrower has requested that the Administrative Agent (on behalf of the Banks) and the Banks forbear
during the Forbearance Period from exercising their rights and remedies under the Loan Papers with
respect to the Leverage Ratio Default. The Administrative Agent (on behalf of the Banks), the
Banks and Borrower hereby agree that the Leverage Ratio Default shall constitute a “Specified
Default” under Section 3 of the First Amendment.



The Administrative Agent (on behalf of the Banks) and the Banks hereby agree, so long as no
Forbearance Period Termination Event shall have occurred, to forbear until the Forbearance Period
Termination Date (as extended by this letter) from exercising their rights and remedies arising as
a result of the Specified Defaults (as amended by this letter). The terms and conditions of the
First Amendment, including, without limitation, Section 3 of the First Amendment, are incorporated
herein.



Borrower represents and warrants as of the date of this letter that (i) each representation and
warranty of each Credit Party (as defined in the Credit Agreement) contained in the First
Amendment, the Credit Agreement and the other Loan Papers (as defined in the Credit Agreement) is
true and correct in all material respects (except to
the extent such representations and warranties are expressly made as of a particular date, in which
event such representations and warranties shall be true and correct as of such date), and (ii)
except for the Specified Defaults (as amended by this letter) and after giving effect to the
limited waivers granted in the First Amendment, no Default, Event of Default or Borrowing Base
Deficiency (each as defined in the Credit Agreement) exists which is continuing.



Borrower agrees to pay all reasonable costs and expenses incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of this letter, including, but not
limited to, fees and expenses of counsel to the Administrative Agent. The extension of the
Forbearance Period Termination Date and the Statutory Liens Waiver Period pursuant to the terms and
conditions of this letter are one-time extensions, and nothing contained herein shall obligate the
Administrative Agent or the Banks to grant any additional or future extension, amendment, waiver or
modification of or to, or in connection with, any provision of the First Amendment, the Credit
Agreement or any other Loan Paper. Each of the Loan Papers is and shall continue to be in full
force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness
of this letter shall not, except as expressly set forth herein, operate as a waiver of any Default
or Event of Default of the Borrower or any right, power or remedy of the Administrative Agent or
any Bank under any of the Loan Papers.



This letter shall be effective automatically upon receipt by the Administrative Agent of executed
counterparts hereof from Borrower, each other Credit Party indicated on the signature pages hereto
and the Majority Banks (as defined in the Credit Agreement). This letter may be executed in
counterparts, and all parties need not execute the same counterpart. Facsimiles or other
electronic transmissions shall be effective as originals. This letter shall be governed by, and
construed in accordance with, the laws of the State of Texas.



Please acknowledge your agreement with the terms and conditions of this letter by signing a copy
hereof where indicated and returning a fully executed counterpart to Erec Winandy, counsel for
Administrative Agent, via facsimile number (214) 999-7756 or via electronic e-mail at
ewinandy@velaw.com, with four


 









 






(4) originals delivered to Erec Winandy via overnight
delivery at: Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201.




[Signatures Follow]




 









 








	 	 	 	 	 
	 	Sincerely,





JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/
Ryan Fuessel
 	 
	 	 	Ryan Fuessel, 	 
	 	 	Senior Vice President 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED TO BY:





BORROWER:





DELTA PETROLEUM CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ Kevin K. Nanke
 	 
	 	 	Kevin K. Nanke, 	 
	 	 	Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	CREDIT PARTIES:





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

Letter Agreement Dated April 30, 2009

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

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION



 









 







	 	 	 	 	 
	 	BANK:





JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/
Ryan Fuessel
 	 
	 	 	Ryan Fuessel, 	 
	 	 	Senior Vice President 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION




 









 








	 	 	 	 	 
	 	BANK:





BANK OF MONTREAL

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Name:  	Gumaro Tijerina 	 
	 	 	Title:  	Director 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/
Evelyn Thierry 	 
	 	 	Name:  	Evelyn Thierry 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	
/s/ Michael M. Meagher 	 
	 	 	Name:  	Michael M. Meagher 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION






 









 








	 	 	 	 	 
	 	BANK:





KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





BANK OF OKLAHOMA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





NATIXIS

(f.k.a. Natexis Banques Populaires)

 	 
	 	By:  	/s/
Donovan C. Broussard	 
	 	 	Name: 	 Donovan C. Broussard	 
	 	 	Title: 	 Managing Director	 
	 
	 	 	 
	 	By:  	
/s/ Liana Tchernysheva	 
	 	 	Name: 	 Liana Tchernysheva	 
	 	 	Title: 	 Director	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





BARCLAYS BANK PLC

 	 
	 	By:  	/s/
Maria Lund	 
	 	 	Name:  	Maria Lund 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION





 









 








	 	 	 	 	 
	 	BANK:





BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION






 









 








	 	 	 	 	 
	 	BANK:





CAPITAL ONE, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Wes Fontana	 
	 	 	Name:  	 Wes Fontana	 
	 	 	Title:  	 Assistant Vice President	 
	 



Signature Page

Letter Agreement Dated April 30, 2009

DELTA PETROLEUM CORPORATION