EX-10.46



 Exhibit 10.46 
 WHITEBOX 
 THIRD FORBEARANCE EXTENSION LETTER 

July 16, 2012 
 VIA
FEDERAL EXPRESS, FACSIMILE AND EMAIL 
 Delta Petroleum Corporation 
 370 Seventeenth Street, Suite 4300 
 Denver, CO 80202 

Attention: Chief Financial Officer 
 Telecopier
No.: (303) 298-8251 
  

	 	RE:	Extension of Forbearance Period 


Reference is hereby made to that certain First Forebearance Agreement dated as of July 3, 2012 by and among Delta Petroleum
Corporation (“Borrower”), the Guarantors party thereto (the “Guarantors”), the Lenders party thereto, Whitebox Advisors LLC, as administrative agent (the “Administrative Agent”) and collateral agent
(“Collateral Agent”) as amended by that certain Forbearance Extension Letter dated as of July 16, 2012 from the Administrative Agent to the Borrower (the “First Extension”) and as amended by that certain Second
Forbearance Extension Letter dated as of July 30, 2012 from the Administrative Agent to the Borrower (the “Second Extension”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the
“Forbearance Agreement”). Unless otherwise indicated, all capitalized terms used herein without definition shall have the meanings given to such terms in the Forbearance Agreement. 

Pursuant to the Second Extension, the date set forth in clause (i) of Section 4 of the Forbearance Agreement was extended from
July 30, 2012 to August 15, 2012. Pursuant to Section 4 of the Forbearance Agreement, Borrower has requested that the date set forth in clause (i) of Section 4 of the Forbearance Agreement be extended from August 15,
2012 to August 30, 2012. Administrative Agent, on behalf of the Lenders, has agreed to extend such date from August 15, 2012 to August 30, 2012 (the “Extension”). 

Except as expressly amended hereby, the Forbearance Agreement and the other Loan Documents are ratified and confirmed in all respects and
shall remain in full force and effect in accordance with their respective terms. The terms of this letter (the “Letter”) shall not be deemed (i) a waiver of any Default or Event of Default, (ii) a consent, waiver or
modification with respect to any term, condition or obligation of the Borrower or any other Loan Party in the Forbearance Agreement or any other Loan Document except as expressly set forth herein, (iii) a consent, waiver or modification with
respect to any other event, condition (whether now existing or hereafter occurring) or provision of the Loan Documents or (iv) to prejudice any right to remedy which the Administrative Agent or any Lender may now or in the future have under or
in connection with the Forbearance Agreement or any other Loan Document. This Letter and the Extension provided for herein shall not obligate the Administrative Agent and/or Lenders to grant any further waivers or extensions of any kind whatsoever.
This Letter shall constitute a Loan Document. 

  
 3033 Excelsior Boulevard |
Suite 300 | Minneapolis, MN 55416 
 612-253-6001 | fax 612-253-6151 | www.whiteboxadvisors.com 








 This Third Forbearance Extension Letter is effective as of August 15, 2012. 

[REMAINDER OF PAGE LEFT BLANK; SIGNATURES FOLLOW] 







 
			
	Very truly yours,
	
	Whitebox Advisors LLC, as the Administrative Agent
		
	By:	 	 
	Name:	 	Mark Strefling
	Title:	 	Chief Legal Officer


 With a copy to: 
 Davis Graham & Stubbs LLP 
 1550 17th Street 

Suite 500 
 Denver Colorado 80202 

Attention: Ronald Levine, II. 
 Telecopier No.:
(303)-892-7400