EXHIBIT 10.13
X.X. XXXXX SPECIAL
OPPORTUNITIES FUND, L.P.
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 7, 2005
GulfWest Oil & Gas Company
0000 X. Xxx Xxxxxxx Xxxx. X.
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx
RE: Amended and Restated Credit Agreement dated as of September 22, 2004
(the "Credit Agreement") among GulfWest Oil & Gas Company, a Texas
corporation, as Borrower, X.X. Xxxxx Special Opportunities Fund, LP, a
Delaware limited partnership, as Administrative Agent (f/k/a
Highbridge/Xxxxx Special Opportunities Fund, L.P.) and the Lenders
named therein.
Ladies and Gentlemen,
Reference is hereby made for all purposes to the Credit
Agreement. All capitalized terms used herein and not otherwise defined herein
shall have the meaning specified in the Credit Agreement for such term. You have
requested the Administrative Agent and the Lenders grant Borrow the option to
extend the Target Date until February 28, 2005. Borrower will notify
Administrative Agent in writing on or before January 26, 2005 if it elects to
exercise the option granted hereby. Such notice shall be irrevocable. In
consideration for granting the option Borrower will pay to the Lenders, in the
aggregate, a non-refundable fee of $25,000 contemporaneously with the execution
hereof. In the event that Borrower elects to exercise the option as provided
herein, Borrower will make an additional payment to the Lenders, in the
aggregate, of $75,000 contemporaneously with the delivery of the notice
exercising this option. All notices and other payments required or permitted
under this letter agreement shall be made in accordance with the terms of the
Credit Agreement. All amounts payable hereunder shall be deemed to be amounts
due under the Credit Agreement. The option provided for herein may only be
exercised by strict compliance with the terms of this letter agreement. In the
event that Borrower fails to exercise the option provided for herein the Target
Date shall remain January 28, 2005 and nothing contained herein is intended to
consent to any other modification of the Credit Agreement with respect to the
Target Date or any other covenant or provision thereof. By your acceptance
hereof, you agree that the terms of the Credit Agreement shall remain in full
force and effect except as may be expressly modified herein through the exercise
of the option as provided for herein.
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If the foregoing is acceptable to you please acknowledge your
agreement by executing this letter in the space below.
Very truly yours,
X.X. XXXXX SPECIAL
OPPORTUNITIES FUND, L.P.
BY: X.X. XXXXX PARTNERS, LLC,
AS GENERAL PARTNER
By: /S/ XXXXXX X. XXXXX
------------------------
Name: Xxxxxx X. Xxxxx
Title: MANAGING MEMBER
ACCEPTED this 7th day of
January, 2005,
BORROWER:
GULFWEST OIL & GAS COMPANY
By: /S/ XXXXXX X. XXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXX
Title: PRESIDENT
LENDERS:
X.X. XXXXX SPECIAL
OPPORTUNITIES FUND, L.P.
BY: X.X. XXXXX PARTNERS, LLC,
ITS GENERAL PARTNER
By: /S/ XXXXXX X. XXXXX
----------------------------------
Name: XXXXXX X. XXXXX
Title: MANAGING MEMBER
DRAWBRIDGE SPECIAL
OPPORTUNITIES FUND LP
BY: DRAWBRIDGE OPPORTUNITIES GP LLC,
ITS GENERAL PARTNER
By: /S/ XXXXXXXXXXX XXXXXXXX
-----------------------------------
Name: XXXXXXXXXXX XXXXXXXX
Title: CHIEF CREDIT OFFICER
