AMENDED STOCK VOTING AGREEMENT
This Amended Stock Voting Agreement, dated as of May 23,
1997, is entered into by and among Xxx X. Xxxxxx, as Chapter 1 1
Trustee of Underwriters Financial Group, Inc., a
Colorado corporation ("UFG"), Delta Petroleum Corporation, a
Colorado corporation ("Delta"), Xxxxx X. Xxxxxx ("Xxxxxx') and
Xxxxxx X. Xxxxxx, Xx. ("Xxxxxx").
WHEREAS, UFG, Delta, Xxxxxx and Xxxxxx are parties to a
Stock Voting Agreement dated December 21, 1992 (the "Prior Stock
Voting Agreement");
WHEREAS, Xxxxxx and Xxxxxx are, respectively, the
President and the Chairman of the Board of Delta;
WHEREAS, UFG commenced a voluntary case under Chapter 11
of the United States Bankruptcy Code on December 11, 1995 before
the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court"), and
the Trustee was thereafter duly appointed;
WHEREAS, UFG, Delta and Xxxxxx Oil Corporation have
entered into an Agreement (the "3-Party Agreement") dated May 23,
1997, subject to the approval of the Bankruptcy Court, which
provides, among other things, for the sale of 888,063 shares of
common stock of Delta owned by UFG (the "UFG-Owned Delta
Shares");
WHEREAS, pursuant to the 3-Party Agreement, the Prior
Stock Voting Agreement shall become null and void and shall be
superseded in its entirety by this Amended Stock Voting
Agreement;
NOW, THEREFORE, in consideration of the mutual
agreements of the parties hereto, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1 . This Amended Stock Voting Agreement shall be subject
to the approval by the Bankruptcy Court of the 3-Party Agreement
and shall become effective on the Effective Date (as
such term is defined in the 3-Party Agreement). On the Effective
Date, the Prior Stock Voting Agreement shall be null and void and
shall be superseded in its entirety by this Amended Stock
Voting Agreement.
2. UFG hereby constitutes and appoints Xxxxxx and
Xxxxxx, and each of them, with full power of substitution, for
the period commencing on the Effective Date and
ending on the earlier of December 31, 2002 or the date on which
the SOCO Claim (as EXHIBIT A defined in the 3-Party Agreement) is
satisfied in full (the "Termination Date"), to vote the UFG-
Owned Delta Shares as the proxy of UFG, at any and all
shareholder meetings, regular or special, of the shareholders of
Delta, or at any adjournments thereof, which may be held during
such period, hereby granting to Xxxxxx and Xxxxxx (the
"Proxies"), and each of them, as UFG's attorney and proxy, all
powers UFG would possess if personally present at any such
meetings. The proxy granted hereby is expressly acknowledged to
be coupled with an interest and shall be
irrevocable to the full extent permitted by law until the
Termination Date, except to the extent
provided for below. The proxy granted hereby revokes any other
proxy relative to the UFG- Owned Delta Shares heretofore granted
by UFG or any predecessor in interest to UFG.
3. Until the Termination Date or such earlier time, if
any, as to which this Stock Voting Agreement shall terminate in
accordance with its terms, the Proxies shall have full
and absolute discretion as to the manner in which the UFG-Owned
Delta Shares are to be voted as to any matter whatsoever, all
without any liability or obligation of any kind to UFG, subject,
however, to their obligations as officers and/or directors of
Delta pursuant to Section 6 of the 3-Party Agreement.
4. Nothing contained herein shall be construed to
prohibit or preclude the sale, assignment or exchange of all or
any part of the UFG-Owned Delta Shares by UFG as
contemplated in the 3-Party Agreement. Except as provided in
paragraphs 5 and 6 hereof, any UFG-Owned Delta Shares sold,
assigned or exchanged by UFG during the term of this Amended
Stock Voting Agreement shall remain subject to the voting
provisions hereof until the earlier of the Termination Date or 60
months from the date of transfer.
5. This Amended Stock Voting Agreement shall
immediately terminate with respect to any and all UFG-Owned
Shares sold, assigned or exchanged by UFG (or its
assigns) prior to the Termination Date:
a. in any public resale(s) to persons or entities
who are not affiliates of UFG; or
b. in any private sale(s) of blocks of 300,000 shares
or less; provided, however, multiple block sales to the same
person or entity or group of persons or entities shall be
aggregated for purposes hereof; and provided, further, that the
purchaser shall not, as a result of such purchases, become the
holder of more than 1 0% of the outstanding common stock of
Delta.
6. Notwithstanding anything else in this Amended Stock
Voting Agreement, upon the request of UFG, Delta shall not
unreasonably withhold its agreement to terminate this
Amended Stock Voting Agreement with respect to any UFG-Owned
Delta Shares sold in private transactions of blocks in excess of
300.000 shares.
7. Delta shall have the power and authority, on
behalf of itself and the Proxies, to waive any rights granted to
the Proxies under this Amended Voting Agreement.
8. A counterpart of this Amended Stock Voting
Agreement shall forthwith be deposited with Delta at its
principal place of business.
9. The Bankruptcy Court shall have continuing
jurisdiction to enforce this Amended Stock Voting Agreement and
to determine any disputes arising hereunder or related
hereto, and the parties hereby submit to the jurisdiction of the
Bankruptcy Court for those purposes. All matters relating to the
interpretation and enforcement of this Amended Stock
Voting Agreement and any controversy arising with respect thereto
shall be determined by the Bankruptcy Court in accordance with
the bankruptcy laws of the United States, and, to the extent
not covered thereby, in accordance with the laws of the State of
New York.
10. Except as expressly provided herein, neither this
Amended Stock Voting Agreement, nor any of its rights or benefits
or its duties and obligations, shall be assigned by any
party to any other person or entity without the prior written
consent of the other, which consent shall not unreasonably be
withheld. The Agreement shall be binding upon, and inure to the
benefit of, any successor in interest to the Trustee.
11. This Amended Stock Voting Agreement may be signed
in counterparts, each of which shall be deemed an original and
all of which together shall constitute one and
the same document.
IN WITNESS WHEREOF, this Amended Stock Purchase
Agreement has been executed as of the date first written above.
XXX X. XXXXXX, as Chapter 11
Trustee of UNDERWRITERS
FINANCIAL GROUP, INC.
s/Xxx X. Xxxxxx, as Trustee
DELTA PETROLEUM CORPORATION
By:s/Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: CEO/Chairman
XXXXX X. XXXXXX
s/Xxxxx X. Xxxxxx
XXXXXX X. XXXXXX, XX.
s/Xxxxxx X. Xxxxxx, Xx.
