exv10w1






Exhibit 10.1




THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Third Amendment to Second Amended and Restated Credit Agreement (this “Third
Amendment”), dated as of April 26, 2010, 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 after giving
effect to the amendments contemplated by this Third Amendment); and



     WHEREAS, Borrower has requested that Banks (i) amend certain terms of the Credit Agreement,
and (ii) provide limited waivers of certain matters, in each case as 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 Third 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 (defined below) 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:





     “Availability Block” means $0.00.




     “Loan Papers” means this Agreement, the First Amendment, the Second Amendment,
the Third 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



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Effectiveness and all other certificates, documents or instruments delivered in
connection with this Agreement, as the foregoing may be amended from time to time.




     “Redetermination Date” means (a) with respect to any Scheduled Redetermination,
March 1, 2010 and July 1, 2010, and thereafter each April 1 and October 1 commencing October
1, 2010, and (b) with respect to any Special Redetermination, the first day of the first
month which is not less than twenty (20) Domestic Business Days following the date of a
request for a Special Redetermination. The Closing Date shall also constitute a
Redetermination Date for purposes of this Agreement.




     “Required Reserve Value” means (a) for the purposes of Section 5.1(a) of the
Credit Agreement, Proved Mineral Interests that have a Recognized Value of not less than
ninety-five percent (95%) of the Recognized Value of all Proved Mineral Interests held by
Borrower and its Subsidiaries and included in the Borrowing Base or Conforming Borrowing
Base, and (b) for the purposes of Section 5.1(c) of the Credit Agreement, Proved Mineral
Interests that have a Recognized Value of not less than ninety percent (90%) of the
Recognized Value of all Proved Mineral Interests held by Borrower and its Subsidiaries and
included in the Borrowing Base or Conforming Borrowing Base.



          1.2 Further Amendment to Credit Agreement Definitions. The defined term “Reserve
Report” in Section 1.1 of the Credit Agreement shall be amended to delete the date “January 15”
therein and replace such date with “February 15”.




          1.3 Deleted Credit Agreement Definition. The defined term “Availability Release Date”
in Section 1.1 of the Credit Agreement shall be deleted in its entirety.




          1.4 Additional Credit Agreement Definition. Section 1.1 of the Credit Agreement shall
be amended to add the following definition to such Section:





     “Third Amendment” means that certain Third Amendment to Second Amended and
Restated Credit Agreement dated as of April ___, 2010, among Borrower, Administrative Agent
and Banks party thereto.



          1.5 Amendments to Information Covenants. Clauses (h) and (o) of Section 8.1 of the
Credit Agreement shall be amended to read in full as follows:





     (h) no later than February 15 and August 15 of each year, commencing August 15, 2010,
reports of production volumes, revenue, expenses and product prices for all Borrowing Base
Properties for the periods of six (6) months ending the preceding December 31 and June 30,
respectively. Such reports shall be prepared on an accrual basis and shall be reported on a
field by field basis;




     (o) simultaneously with the delivery of each set of financial statements referred to in
Section 8.1(b)(ii) and at such other times as may be requested by the Administrative Agent, as of the month then ended, a schedule and aging of the Credit
Parties’ accounts payable, delivered in a format acceptable to the Administrative Agent;



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          1.6 Amendment to Reserve Report Covenant. Section 8.15 of the Credit Agreement shall
be amended to read in full as follows:




     Section 8.15 Reserve Reports. As soon as available and in any event by
February 15 and August 15 of each year, commencing August 15, 2010, Borrower shall deliver
to Administrative Agent and each Bank a Reserve Report prepared as of the immediately
preceding December 31 and June 30, respectively. On or before May 15, 2010, Borrower shall
deliver to Administrative Agent and each Bank an internally prepared Reserve Report dated as
of March 31, 2010.



          1.7 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 (a)
$20,000,000 in the aggregate for all Credit Parties during the Fiscal Quarter ending June
30, 2010, and (b) $15,000,000 in the aggregate for all Credit Parties during the Fiscal
Quarter ending September 30, 2010; provided, that if the amount of Capital Expenditures
permitted to be made in clause (a) above exceeds the amount actually made in such Fiscal
Quarter, such excess may be carried forward to the following Fiscal Quarter.



     SECTION 2. Limited Waivers. Borrower hereby requests that Required Banks waive (a)
Borrower’s violation of the maximum Capital Expenditures covenant set forth in Section 10.3 of the
Credit Agreement (as such Section existed prior to the Effective Date) for the Fiscal Quarter
ending on March 31, 2010 but only to the extent that the aggregate Capital Expenditures for all
Credit Parties made during such Fiscal Quarter were less than $15,000,000 (the “3/31/10 Capital
Expenditures Default”), and (b) any other Default or Event of Default existing prior to the
Effective Date and arising solely as a result of Borrower’s failure to notify Administrative Agent
and Banks of the 3/31/10 Capital Expenditures Default or Borrower’s misrepresentations in certain
Requests for Borrowing delivered prior to the Effective Date that the 3/31/10 Capital Expenditures
Default was not in existence (collectively with the 3/31/10 Capital Expenditures Default, the
“Specified Defaults”). In reliance on the representations, warranties, covenants and
agreements contained in the Credit Agreement and this Third Amendment, and subject to the
satisfaction of the conditions precedent set forth in Section 4 hereof, Required Banks
hereby waive the Specified Defaults. The limited waiver of the 3/31/10 Capital Expenditures
Default contained in this Section 2 is limited solely to Section 10.3 of the Credit
Agreement (as such Section existed prior to the Effective Date) and applies solely to the
calculation of such financial covenant for the Fiscal Quarter ending on March 31, 2010, and only to
the extent that the aggregate Capital Expenditures for all Credit Parties during such Fiscal
Quarter were less than $15,000,000. 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,



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covenants and agreements contained in the Credit Agreement and this Third 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 $145,000,000, and (b) the Conforming Borrowing Base in effect for
the period from the Effective Date until the date of the next Redetermination thereof shall be
$145,000,000. Borrower, Administrative Agent and Required Banks hereby further agree that the
Redetermination provided for in this Section 3 is the March 1, 2010 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 Third 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
Third Amendment duly executed by Borrower and Required Banks and acknowledged by each Restricted
Subsidiary.



          4.2 Fees and Expenses. Borrower shall have paid all reasonable fees and expenses
incurred or to be incurred by Administrative Agent in connection with the preparation, negotiation
and execution of this Third Amendment.



          4.3 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 Third Amendment, Borrower hereby represents and warrants to
Banks and Administrative Agent as of the date of this Third Amendment and as of the Effective Date
as follows:



          5.1 Due Authorization; No Conflict. The execution, delivery and performance by
Borrower of this Third 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 Third 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 respects as of
the date hereof (except to the extent such representations and warranties are



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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. After giving effect to the limited waivers contained in this
Third Amendment, 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.



          5.6 NO CLAIMS. BORROWER AND EACH OTHER CREDIT PARTY REPRESENTS AND WARRANTS THAT IT
HAS NO CLAIMS (AS THE TERM IS DEFINED IN THIS PARAGRAPH), DEFENSES, OFFSETS, OR COUNTERCLAIMS OF
ANY NATURE WHATSOEVER AGAINST ADMINISTRATIVE AGENT, BANKS AND THEIR RESPECTIVE PREDECESSORS,
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND
ASSIGNS (COLLECTIVELY, THE “LENDER-RELATED PARTIES”). IT IS THE INTENTION OF THE PARTIES
THAT THE LENDER-RELATED PARTIES HAVE NO LIABILITY TO BORROWER OR ANY OTHER CREDIT PARTY BY REASON
OF ANYTHING OCCURRING PRIOR TO THE DATE OF THIS THIRD AMENDMENT RELATING TO CLAIMS COVERED BY THIS
THIRD AMENDMENT. ACCORDINGLY, THIS THIRD AMENDMENT IS MADE TO COMPROMISE, RESOLVE, SETTLE,
DISCHARGE, AND TERMINATE ALL ACTUAL AND POTENTIAL CLAIMS OF BORROWER AND THE OTHER CREDIT PARTIES
BY REASON OF ANYTHING OCCURRING PRIOR TO THE DATE OF THIS THIRD AMENDMENT RELATING TO CLAIMS
COVERED BY THIS THIRD AMENDMENT. THE TERM “CLAIMS” AS USED IN THIS THIRD AMENDMENT MEANS
ALL ACCOUNTS, AGREEMENTS, AVOIDANCE ACTIONS, BILLS, BONDS, CAUSES, CAUSES OF ACTION, CHARGES,
CLAIMS, COMPLAINTS, CONTRACTS, CONTROVERSIES, COSTS, COUNTERCLAIMS, DAMAGES, DEBTS, DEMANDS,
EQUITABLE PROCEEDINGS, EXECUTIONS, EXPENSES, LEGAL PROCEEDINGS, LIABILITIES, LOSSES, MATTERS,
OBJECTIONS, OBLIGATIONS, ORDERS, PROCEEDINGS, RECKONINGS, REMEDIES, RIGHTS, SETOFF, SUITS, SUMS OF
MONEY, OF EVERY SORT AND DESCRIPTION, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF
ANY SPECIAL RELATIONSHIP, BREACH OR ABUSE OF ANY FIDUCIARY DUTY, CONCEALMENT, CONFLICTS OF
INTEREST, CONSPIRACY, COURSE OF CONDUCT OR DEALING, DEBT RECHARACTERIZATION, DECEIT, DECEPTIVE TRADE PRACTICES, DEEPENING INSOLVENCY, DEFAMATION,
CONTROL, DISCLOSURE, DURESS, ECONOMIC DURESS, EQUITABLE SUBORDINATION, FRAUD, FRAUDULENT
CONVEYANCE, FRAUDULENT TRANSFER, GROSS NEGLIGENCE, INSOLVENCY LAW VIOLATIONS, INTERFERENCE WITH
CONTRACTUAL AND BUSINESS RELATIONSHIPS, MISREPRESENTATION, MISUSE OF INSIDER INFORMATION,
NEGLIGENCE, OBLIGATION OF FAIR DEALING, OBLIGATION OF GOOD FAITH AND FAIR DEALING, OBLIGATION OF
GOOD FAITH, PREFERENCE, SECRECY, SECURITIES AND ANTITRUST LAWS VIOLATIONS, SUBSTANTIVE
CONSOLIDATION, TYING ARRANGEMENTS, UNCONSCIONABILITY, USURY, VIOLATIONS OF STATUTES AND REGULATIONS
OF GOVERNMENTAL ENTITIES,



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INSTRUMENTALITIES AND AGENCIES, WRONGFUL SETOFF, WHETHER DIRECT AND INDIRECT, FIXED OR CONTINGENT, KNOWN OR UNKNOWN, WHETHER SOUNDING IN TORT, OR BROUGHT UNDER
CONTRACT OR STATUTE, AT LAW OR IN EQUITY, WHETHER OR NOT LIQUIDATED, WHICH MAY HAVE ARISEN AT ANY
TIME ON OR PRIOR TO THE DATE OF THIS THIRD AMENDMENT AND WHICH WERE IN ANY MANNER RELATED TO ANY OF
THE LOAN PAPERS OR THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT BY ADMINISTRATIVE AGENT OR BANKS OF
RIGHTS, REMEDIES OR RECOURSES RELATED THERETO. TO THE EXTENT THAT ANY CLAIMS, DEFENSES, OR OFFSETS
EXIST AS OF THE DATE HEREOF, THEY ARE HEREBY WAIVED AND RELEASED BY BORROWER AND EACH OTHER CREDIT
PARTY IN CONSIDERATION OF EXECUTING BANKS’ EXECUTION OF THIS THIRD AMENDMENT. BORROWER AND EACH
OTHER CREDIT PARTY REPRESENTS AND WARRANTS THAT IT HAS NOT ASSIGNED ANY CLAIMS, OFFSETS OR DEFENSES
TO ANY PERSON, INDIVIDUAL AND/OR ENTITY.




     SECTION 6. Covenants.



          6.1 Information. Borrower will provide Administrative Agent with such information as
may be reasonably requested by Administrative Agent from time to time, within three (3) Domestic
Business Days of such request, including, without limitation, (a) copies of any bank or other
financial institution statements, (b) financial statements, (c) accounts receivable and accounts
payable agings, (d) transactional documentation, (e) litigation pleadings, depositions, related
documents and transcripts, (f) letters of intent or offers to purchase, lease or license part, all
or substantially all of the assets or Equity of Borrower, and (g) letters of intent or commitments
for any capital investment, loan or other financing in or to Borrower.



          6.2 Access. Administrative Agent and its agents shall have reasonable access during
normal business hours to Borrower’s and Restricted Subsidiaries’ business premises to review,
appraise and evaluate the collateral for the Obligations and to inspect the financial records and
other records of Borrower concerning the operation of the Credit Parties’ businesses, the Credit
Parties’ financial condition, the transfers and expenditures of funds generated therefrom, the
accrual of expenses relating thereto, and any and all other records relating to the operations of
the Credit Parties. Borrower will, and will cause each other Credit Party to, fully cooperate with Administrative Agent and its agents regarding such reviews, evaluations, and
inspections, and Borrower shall, and shall cause each other Credit Party to, make its employees and
consultants and professionals reasonably available to Administrative Agent and Administrative
Agent’s professionals and consultants in conducting such reviews, evaluations, and inspections.
Without limiting the generality of the foregoing, Administrative Agent’s agents entitled to access
the premises shall include (i) Administrative Agent’s internal audit team, and (ii) a financial
consulting firm selected by the Banks and at Borrower’s expense.



          6.3 RELEASE OF CLAIMS; COVENANT NOT TO SUE. EACH OF BORROWER AND EACH OTHER CREDIT
PARTY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES, REMISES, ACQUITS, AND FULLY AND FOREVER
RELEASES AND DISCHARGES THE LENDER-RELATED PARTIES FROM ANY AND ALL CLAIMS WHICH BORROWER OR ANY
OTHER CREDIT PARTY EVER HAD OR NOW HAVE AGAINST THE LENDER-RELATED PARTIES. EACH OF BORROWER AND



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EACH OTHER CREDIT PARTY COVENANTS AND AGREES NEVER TO COMMENCE, VOLUNTARILY AID IN ANY WAY, FOMENT,
PROSECUTE OR CAUSE TO BE COMMENCED OR PROSECUTED AGAINST ANY OF THE LENDER-RELATED PARTIES ANY
ACTION OR OTHER PROCEEDING BASED UPON ANY OF THE CLAIMS WHICH MAY HAVE ARISEN AT ANY TIME ON OR
PRIOR TO THE DATE OF THIS THIRD AMENDMENT AND WERE IN ANY MANNER RELATED TO ANY OF THE LOAN PAPERS.
WITHOUT IN ANY WAY MODIFYING OR LIMITING THE FOREGOING, AND IN ADDITION TO THE FOREGOING, BORROWER
AND EACH OTHER CREDIT PARTY HEREBY INCORPORATES INTO THIS THIRD AMENDMENT, RESTATES, ACKNOWLEDGES,
AFFIRMS AND AGREES TO EVERY WAIVER AND RELEASE OF ANY CLAIMS AS SET FORTH IN THE LOAN PAPERS AS IF
THE SAME WERE SET FORTH HEREIN.




     SECTION 7. Miscellaneous.



          7.1 Other Terms. No act committed or action taken by Administrative Agent or any Bank
under this Third Amendment or any other Loan Paper will be used, construed, or deemed to hold such
person to be in control of Borrower or any other Credit Party, or the governance, management or
operations of Borrower or any other Credit Party for any purpose, without limitation, or to be
participating in the management of Borrower or any other Credit Party or acting as a “responsible
person” or “owner or operator” or a person in “control” with respect to the governance, management
or operation of Borrower or any other Credit Party or their respective businesses (as such terms,
or any similar terms, are used in the Bankruptcy Code, the Internal Revenue Code, or the
Comprehensive Environmental Response, Compensation and Liability Act, each as may be amended from
time to time, or any other federal or state statute, at law, in equity, or otherwise) by virtue of
the interests, rights, and remedies granted to or conferred upon Administrative Agent and Banks
under this Third Amendment or the other Loan Papers.



          7.2 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.



          7.3 Confirmation of Loan Papers and Liens; New Value. As a material inducement to
Banks to make the agreements and grant the amendments and limited waivers set forth herein, each of
Borrower and each of the other Credit Parties hereby (a) acknowledges and confirms the continuing
existence, validity and effectiveness of the Loan Papers and the Liens granted thereunder, (b)
agrees that the execution, delivery and performance of this Third Amendment and the consummation of
the transactions contemplated hereby shall not in any way release, diminish, impair, reduce or
otherwise adversely affect such Loan Papers and Liens, and (c) acknowledges and agrees that the
Liens granted under the Loan Papers secure, and after the consummation of the transactions
contemplated hereby will continue to secure, the payment and performance of the Obligations as
first priority perfected Liens, subject to the Permitted Encumbrances. All money and credit made
available to Borrower following the Effective Date as a result of the waivers granted in this Third
Amendment constitutes new value as that term is



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defined in 11 U.S.C. Section 547(a)(2), and such new value is intended by the parties hereto to be given contemporaneously in exchange for any
transfers made hereunder or pursuant to any document executed in connection herewith or related
hereto.




          7.4 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 Third 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 Third
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.



          7.5 INDEMNIFICATION. IN ADDITION TO, AND WITHOUT LIMITATION OF, ANY AND ALL
INDEMNITIES PROVIDED IN THE LOAN PAPERS, BORROWER AND EACH OTHER CREDIT PARTY SHALL AND DO HEREBY,
JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD EACH OF THE LENDER-RELATED PARTIES HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, JUDGMENTS, COSTS,
AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, ARISING OUT OF OR FROM OR RELATED TO
ANY OF THE LOAN PAPERS. IF ANY ACTION, SUIT, OR PROCEEDING IS BROUGHT AGAINST ANY OF THE
LENDER-RELATED PARTIES, BORROWER AND EACH OTHER CREDIT PARTY SHALL, AT SUCH LENDER-RELATED PARTY’S
REQUEST, DEFEND THE SAME AT THEIR SOLE COST AND EXPENSE, SUCH COST AND EXPENSE TO BE A JOINT AND
SEVERAL LIABILITY OF BORROWER AND THE OTHER CREDIT PARTIES, BY COUNSEL SELECTED BY SUCH
LENDER-RELATED PARTY. NOTWITHSTANDING ANY PROVISION OF THIS THIRD AMENDMENT OR ANY OTHER LOAN
PAPER, THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL SURVIVE ANY DELIVERY AND
PAYMENT ON THE OBLIGATIONS, THIS THIRD AMENDMENT AND THE OTHER LOAN PAPERS.



          7.6 Review and Construction of Documents. Borrower and each other Credit Party each
hereby acknowledge, and represent and warrant to Administrative Agent and Banks, that (a) Borrower
and such other Credit Party have had the opportunity to consult with legal counsel of their own
choice and have been afforded an opportunity to review this Third Amendment with their legal
counsel, (b) Borrower and such other Credit Party have reviewed this Third Amendment and fully
understand the effects thereof and all terms and provisions contained herein, and (c) Borrower and
such other Credit Party have executed this Third Amendment of their own free will and volition.



          7.7 Arms-Length/Good Faith. This Third Amendment has been negotiated at arms-length
and in good faith by the parties hereto.



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



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          7.9 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 Third Amendment.



          7.10 Counterparts. This Third Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Third
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.



          7.11 Complete Agreement. THIS THIRD 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.



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



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



[Signature pages to follow]




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




	 	 	 	 	 
	 	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 Third 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

Third 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

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation








 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

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



	 	 	 	 	 
	 	BANK:



JPMORGAN CHASE BANK, N.A.

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



Signature Page

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation








 









 








	 	 	 	 	 
	 	BANK:





BANK OF MONTREAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page

Third 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

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation









 









 








	 	 	 	 	 
	 	BANK:





KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ David A. Wild
 	 
	 	 	David A. Wild 	 
	 	 	Vice President 	 
	 



Signature Page

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation








 









 








	 	 	 	 	 
	 	BANK:





U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Daria Mahoney 	 
	 	 	Vice President 	 
	 



Signature Page

Third 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

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation








 









 








	 	 	 	 	 
	 	BANK:







NATIXIS

(f.k.a. Natexis Banques Populaires)

 	 
	 	By:  	/s/ Liana Tchernysheva
 	 
	 	 	Liana Tchernysheva 	 
	 	 	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Louis P. Laville, III
 	 
	 	 	Louis P. Laville, III 	 
	 	 	Managing Director 	 
	 



Signature Page

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation








 









 








	 	 	 	 	 
	 	BANK:





BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Ann E. Sutton
 	 
	 	 	Ann E. Sutton 	 
	 	 	Director 	 
	 



Signature Page

Third 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

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation








 









 








	 	 	 	 	 
	 	BANK:





CAPITAL ONE, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Wesley Fontana
 	 
	 	 	Wesley Fontana 	 
	 	 	Vice President 	 
	 



Signature Page

Third Amendment to Second Amended and Restated Credit Agreement

Delta Petroleum Corporation