EXHIBIT K
FORM OF CERTIFICATE OF EFFECTIVENESS
EXHIBIT L
AMENDMENT FOR INCREASED OR NEW COMMITMENT
SCHEDULES
SCHEDULE 1.1
FINANCIAL INSTITUTIONS
SCHEDULE 7.5
LITIGATION
SCHEDULE 7.10
LICENSES, PERMITS, ETC.
SCHEDULE 7.13
ORGANIZATIONAL STRUCTURE
SCHEDULE 7.14
ENVIRONMENTAL DISCLOSURE
SCHEDULE 7.19
INSIDER
SCHEDULE 9.8
EXISTING INVESTMENTS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is
entered into as of the 3rd day of November, 2008, among DELTA PETROLEUM
CORPORATION, a Delaware corporation ("Borrower"), JPMORGAN CHASE BANK, N.A., as
Administrative Agent ("Administrative Agent"), BANK OF MONTREAL, as Syndication
Agent ("Syndication Agent"), U.S. BANK NATIONAL ASSOCIATION, as Documentation
Agent ("Documentation Agent"), and the financial institutions listed on
Schedule 1.1 hereto as Banks (individually a "Bank" and collectively "Banks").
WITNESSETH:
WHEREAS, Borrower, Administrative Agent, and each of the financial
institutions named and defined therein as Banks ( "Existing Banks") and agents,
are parties to that certain Amended and Restated Credit Agreement dated as of
November 17, 2006, pursuant to which Existing Banks provided certain loans and
extensions of credit to Borrower (such Amended and Restated Credit Agreement, as
heretofore amended, the "Existing Credit Agreement" and all Debt arising
pursuant to the Existing Credit Agreement, the "Existing Indebtedness"); and
WHEREAS, subject to the conditions precedent set forth herein, the parties
hereto desire to amend and restate the Existing Credit Agreement in its entirety
in the form of this Agreement, and Borrower desires to obtain Borrowings (as
herein defined) (a) to refinance the indebtedness under the Existing Credit
Agreement, and (b) for other purposes permitted herein; and
WHEREAS, after giving effect to the amendment and restatement of the
Existing Credit Agreement pursuant to the terms hereof, the Commitment
Percentage (as herein defined) of each Bank hereunder will be as set forth on
Schedule 1.1 hereto; and
WHEREAS, J.P. Morgan Securities Inc. and BMO Capital Markets have been
appointed Joint Lead Arrangers and Joint Bookrunners for the credit facility
provided herein.
NOW, THEREFORE, in consideration of the premises, the representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and subject to the satisfaction of each condition precedent
contained in Section 6.1 hereof, the Existing Credit Agreement shall be amended
and restated as of the Closing Date in the form of this Agreement. It is the
intention of Borrower, Administrative Agent and Banks that this Agreement
supersedes and replaces the Existing Credit Agreement in its entirety; provided
that, (a) such amendment and restatement shall operate to renew, amend and
modify certain of the rights and obligations of the parties under the Existing
Credit Agreement as provided herein, but shall not act as a novation thereof,
and (b) the Liens securing the Obligations under and as defined in the Existing
Credit Agreement shall not be extinguished, but shall be carried forward and
shall secure such obligations and indebtedness as renewed, amended, restated and
modified hereby. The parties hereto further agree as follows:
1
ARTICLE I
TERMS DEFINED
Section 1.1