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...

Exhibit 10.3

X.X.Xxxxxx

April 14, 2009

Delta Petroleum Corporation
000 00^xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

Attention:		Xx. Xxxxx X. Xxxxx
		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 April 15, 2009, and (b) Borrower is required to consummate the Interim Issuance in order for the Forbearance Period Termination Date to be automatically extended to May 15, 2009. Borrower has not consummated the Interim Issuance and has requested that the Administrative Agent (on behalf of the Banks) and the Banks amend the definition of “Forbearance Period Termination Date” to extend the current Forbearance Period Termination Date from April 15, 2009 to May 1, 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 request and together with the Borrower agree that the definition of “Forbearance Period Termination Date” contained in Section 1 of the First Amendment is hereby amended to delete the first and third references therein to “April 15, 2009” and replace each such reference with “May 1, 2009”. Borrower and the Banks further agree that if Borrower consummates the Equity Issuance in satisfaction of Section 9.1 of the First Amendment on or prior to May 1, 2009 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.

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. The terms and conditions of the First Amendment, including, without limitation, Section 3 of the First Amendment, are incorporated herein.

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 pursuant to the terms and conditions of this letter is a one-time extension, 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.

This letter shall be effective automatically upon receipt by the Administrative Agent of executed counterparts hereof from Borrower, each other Credit Party (as defined in the Credit Agreement) 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 Xxxx Xxxxxxx, counsel for Administrative Agent, via facsimile number (000) 000-0000 or via electronic e-mail at xxxxxxxx@xxxxx.xxx, with four (4) originals delivered to Xxxx Xxxxxxx via overnight delivery at: Xxxxxx & Xxxxxx L.L.P., 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.

[Signatures Follow]

	Sincerely, JPMORGAN CHASE BANK, N.A., as Administrative Agent
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx,
		Vice President

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

	ACKNOWLEDGED AND AGREED TO BY: BORROWER: DELTA PETROLEUM CORPORATION, a Delaware corporation
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		Chief Financial Officer and Treasurer

	CREDIT PARTIES: DELTA EXPLORATION COMPANY, INC., a Colorado corporation
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		Chief Financial Officer and Treasurer

	PIPER PETROLEUM COMPANY, a Colorado corporation
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		Chief Financial Officer and Treasurer

Signature Page
Letter Agreement Dated April 14, 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/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		Chief Financial Officer and Treasurer

	DPCA LLC, a Delaware limited liability company
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		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/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		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/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx,
		Chief Financial Officer and Treasurer

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

	BANK: JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx,
		Vice President

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

	BANK: BANK OF MONTREAL
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Director

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

	BANK: DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President

	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Vice President

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

BANK:

KEYBANK NATIONAL ASSOCIATION

 

By:  

Name:  

Title:  

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

BANK:

U.S. BANK NATIONAL ASSOCIATION

 

By:  

Name:  

Title:  

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

BANK:

BANK OF OKLAHOMA, N.A.

 

By:  

Name:  

Title:  

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

BANK:

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

 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

	BANK: BARCLAYS BANK PLC
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

BANK:

BANK OF SCOTLAND

 

By:  

Name:  

Title:  

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION

	BANK: CAPITAL ONE, NATIONAL ASSOCIATION
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Assistant Vice President

Signature Page
Letter Agreement Dated April 14, 2009
DELTA PETROLEUM CORPORATION