CONTINGENT PAYMENT RIGHTS REPURCHASE AGREEMENT

Exhibit 10.1

CONTINGENT PAYMENT RIGHTS REPURCHASE AGREEMENT

by and among

DELTA PETROLEUM CORPORATION

AND

TRACINDA CORPORATION

Dated as of May 15, 2009

CONTINGENT PAYMENT RIGHTS REPURCHASE AGREEMENT

     This CONTINGENT PAYMENT RIGHTS REPURCHASE AGREEMENT, dated as of May 15, 2009 (this “ Agreement ”), is entered into by and among Delta Petroleum Corporation, a Delaware corporation (the “ Company ”) and Tracinda Corporation, a Nevada corporation (“ Seller ”).

RECITALS

     WHEREAS, the Company issued and sold to Seller the CPRs pursuant to the terms and conditions of the Contingent Payment Rights Purchase Agreement dated as of March 26, 2009 (the “ Purchase Agreement ”);

     WHEREAS, by letter dated May 15, 2009, Seller requested the Company repurchase the CPRs pursuant to Section 5.4 of the Purchase Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and the consummation of the transaction referred to above, it is mutually covenanted and agreed as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them as follows:

     “ Board of Directors ” means the board of directors of the Company.

     “ Closing ” means the consummation of the transaction as set forth in Article II.

     “ CPR ” means a right to receive a payment in cash pursuant to the terms of the Purchase Agreement.

     “ CPR Certificates ” means the two certificates evidencing CPRs purchased by Seller pursuant to the Purchase Agreement: (1) CPR No. 1 certificate for the amount of $14,900,000 dated March 26, 2009 and (2) CPR No. 2 certificate for the amount of $10,100,000 dated April 1, 2009.

     “ CPR Repurchase Price ” has the meaning set forth in Section 2.2.

     “ Encumbrances ” means any and all liens, charges, security interests, financing statements, encumbrances, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements, defects or imperfections of title or other restrictions on title or transfer of any nature whatsoever, including any conditional sale or other title retention agreement.

     “ Exchange Act ” means the Securities and Exchange Act of 1934, as amended from time to time, or any successor legislation, and any regulations or rules promulgated thereunder.

     “ Governmental Entity ” means any domestic or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency.

     “ Parties ” means the Company and Seller, and “Party” means either, as applicable.

     “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, business trust, association, joint-stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof.

     “ Securities Act ” means the Securities Act of 1933, as amended from time to time, or any successor legislation, and any regulations or rules promulgated thereunder.

ARTICLE II
REPURCHASE OF CONTINGENT PAYMENT RIGHTS

     Section 2.1 Repurchase of CPRs . Subject to the terms and conditions of this Agreement, at the Closing, the Company shall be obligated to purchase, and Seller shall be obligated to sell to the Company, the CPRs, as set forth in this Article II, free and clear of all Encumbrances, except for any restrictions on transfer arising under the Securities Act or any applicable state securities laws.

     Section 2.2 Purchase Price . The Company agrees to pay, and Seller agrees to accept, Twenty-Six Million dollars ($26,000,000) at the Closing as the purchase price for the CPRs (the “ CPR Repurchase Price ”).

     Section 2.3 Closing; Closing Deliveries .

     (a)  Closing . The Closing of the purchase and sale of the CPRs pursuant to this Agreement shall occur at the offices of Davis Graham & Stubbs LLP located at 1550 Seventeenth Street, Suite 500, Denver, CO 80202 at 10:00 a.m., Mountain Time, or at such other time or location as agreed in writing by the Parties. The Closing of the purchase of the CPRs by the Company from Seller shall occur concurrently with (i) the execution and delivery of this Agreement, and (ii) termination and cancellation of the CPR Certificates.

     (b)  Closing Deliveries by the Company . At the Closing, Seller shall deliver the CPR Certificates.

     (c)  Closing Deliveries by Purchaser . At the Closing, the Company shall deliver the CPR Repurchase Price by wire transfer of immediately available funds to an account designated by Seller in writing prior to the Closing.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     Section 3.1 Company Representations and Warranties . The Company hereby represents and warrants to Seller as follows:

     (a)  Organization . The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is qualified to transact business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company and its subsidiaries taken a whole, or a material adverse effect on the ability of the Company to perform its obligations under this Agreement.

     (b)  Authorization; Validity of Agreement . The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transaction contemplated hereby have been duly approved and authorized by (i) a majority of the Board of Directors and (ii) a majority of the members of the Board of Directors other than Messrs. Parker, Murren and Taylor. No other corporate action, including the vote or consent of the Company’s stockholders on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transaction contemplated hereby.

     (c)  Execution; Validity of Agreement . This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Seller, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms: except as such enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors’ rights, and the general principles of equity.

     (d)  Consents and Approvals; No Violations . Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the purchase of the CPRs in accordance herewith or compliance by the Company with any of the provisions hereof will (1) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of the Company, (2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity or any other Person, or (3) result in a material violation or breach of, or constitute (wit