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EXHIBIT 10.152
FIRST AMENDMENT TO VOTING AGREEMENT AND IRREVOCABLE PROXY
This is the First Amendment to the Voting Agreement and
Irrevocable
Proxy (the "Voting Agreement") made as of
November 28, 2005 by and among Delta
Petroleum Corporation, a Delaware
corporation ("Holdings"), Delta Petroleum
Corporation, a Colorado corporation ("DP
Colorado"), DPCA LLC, a Delaware
limited liability company and wholly-owned
subsidiary of DP Colorado
("Acquisition") and the undersigned
stockholders of Castle Energy Corporation
(the "Stockholders").
RECITALS
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WHEREAS, in connection with an Agreement and Plan of Merger
(the
"Merger Agreement") dated as of November 8,
2005 by and among Holdings, DP
Colorado, Acquisition and Castle Energy
Corporation, a Delaware corporation
("Castle"), the Stockholders entered into
the Voting Agreement pursuant to which
the Stockholders agreed, among other
things, to vote their shares in Castle in
favor of the Merger Agreement and the
merger contemplated therein; and
WHEREAS, Holdings, DP Colorado, Acquisition and the Stockholders
wish
to modify the Voting Agreement by entering
into this First Amendment to the
Voting Agreement to reflect the changes
specifically set forth below.
AGREEMENT
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NOW, THEREFORE, in accordance with Section 7 of the Voting
Agreement,
Holdings, DP Colorado, Acquisition and the
Stockholders agree as follows:
1.
