AGREEMENT
Effective as of December 17, 1998, Delta Petroleum Corporation
("Delta") and Xxxxxxxx X. Xxxx ("Xxxx") agree as follows:
1) These parties are also parties to an agreement entitled
"Purchase and Sale Agreement" dated January 3, 1995 and to certain
agreements of conveyance related thereto each of which is entitled
"Assignment, Conveyance and Xxxx of Sale of Federal Oil and Gas
Leases Reserving a Production Payment", which are referenced herein
as the "Assignments".
2) The parties hereto agree that each of the Assignments
shall be amended so that Section II-10 thereof shall read as
follows:
10. Assignee may avoid the obligation of Section II-9 of
this Agreement to make minimum annual payments by
reassigning such Leases to Assignor or relinquishing such
Leases, all as provided in this Section II-10.
A. If Assignee shall desire to surrender one or more of
the Leases, it shall give Assignor written notice of its
intention to do so at least ninety days (90) prior to the
date on which Assignee proposes to surrender such Leases,
specifying the Leases, their locations, status, the
amount of monthly production, if any, operations proposed
or being actively consider for or with respect to such
Leases, the amount of any anticipated expenditures during
the following two years, if known to Assignee, and such
other information as would be considered relevant by a
reasonable and prudent operator. For a period which ends
five calendar days prior to the date of proposed
surrender specified in such notice, Assignor shall have
the right and option to require Assignee to assign such
Leases to Assignor, without consideration, by giving
written notice thereof to Assignee. If Assignor shall
elect to reacquire such Leases, Assignee shall promptly
thereafter reconvey such Leases to Assignor by an
instrument substantially the same as this Conveyance
(omitting therefrom this Section 10 and all references to
the Production Payment) and securing the approval of the
Minerals Management Service (or other agency then
authorized in the premises) to such reconveyance. Upon
the written notice of intention of such reassignment, the
obligation to make Minimum Payments shall terminate with
respect to the Leases so reconveyed, but shall not
terminate with respect to any other Leases.
B. If Assignor elects to reacquire any or all of the
leases to be surrendered, as provided in Section II-10A
above, then Assignee may elect to retain the ownership of
a portion of the subject lease or leases to be
reassigned, free and clear of the Production Payment and
related Minimum Payments, which portion retained by
Assignee shall be calculated as follows: beginning with
Minimum Payment paid on January 4, 1999 and for each
future Minimum Payment that is paid under Section II-9
hereof, Assignee may elect to reduce the portion of the
interest in the lease or leases so reassigned by 4.375%
out of 100% of the interest that would otherwise have
been reassigned.
C. If Assignor shall notify Assignee in writing that
Assignor does not elect or if Assignor shall fail to
elect to require Assignee to reassign to Assignor the
Leases specified in such notice, Assignee may relinquish
such Leases.
D. When Assignee has relinquished or reassigned to
Assignor all of the Leases subject to the Production
Payment, Assignee's obligation to make Minimum Payments
shall terminate.
E. If Assignee shall fail to relinquish the Leases
specified in a notice given under Section II-10 at the
time specified therein, the provisions of this section
shall again be applicable to such Lease.
3) In consideration of this agreement, Delta agrees to
reissue that certain warrant owned by Xxxx for 100,000 shares of
Delta common stock with the exercise price reduced from $8.00 per
share to $3.00 per share, with the repurchase option reduced to
$6.00 and with the termination date extended from August 31, 1999
to August 31, 2004.
Delta Petroleum Corporation
By: s/Xxxxxx X. Xxxxxx, Xx.
Authorized Officer
s/Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
