LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC New York, New York 10017
Exhibit
10.4
LAURUS
MASTER FUND, LTD.
c/o
Laurus Capital Management, LLC
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
November
30, 2007
0000
Xxx
Xxxxxx, Xxxxx 000
Xxxxxxx,
XX 770
Attention: President
Re: Consent
to Valens Securities Purchase Agreement and Granting of
Liens
Ladies
and Gentlemen:
Reference
is made to (a) the Securities Purchase Agreement dated as of June 30, 2005
by
and between New Century Energy Corp. (the “Company”) and Laurus Master
Fund, Ltd. (“Laurus”) (as amended, restated, modified and/or supplemented
from time to time, the “June 2005 Laurus SPA”or a “Laurus SPA”);
(b) the Securities Purchase Agreement dated as of September 19, 2005 by and
between the Company and Laurus (as amended, restated, modified and/or
supplemented from time to time, the “September 2005 Laurus SPA” or a
“Laurus SPA”); and (c) the Securities Purchase Agreement dated as of
December 28, 2006 by and between the Company and Laurus (as amended, restated,
modified and/or supplemented from time to time, the “December 2006 Laurus
SPA” or a “Laurus SPA,” and collectively with the June 2005 Laurus
SPA and the September 2005 Laurus SPA, the “Laurus
SPAs”). Reference is further made to the fact that pursuant to
one or more instruments of assignment, Laurus assigned a portion of its interest
in the Laurus SPAs, the Related Agreements (as defined in the Laurus SPAs)
and
in the collateral security therefor to Valens U.S. SPV I, LLC (“Valens
U.S.”), PSource Structured Debt Limited (“PSource”), Promethean
Industries, Inc. (“Promethean”) and Valens Offshore SPV I, Ltd.
(“Valens Offshore Ltd.,” and collectively with Valens U.S., PSource and
Promethean, the “Laurus Assignees”).
The
Company has requested that Laurus and the Laurus Assignees consent to the
Company (a) entering into (i) that certain Securities Purchase Agreement
dated as of the date hereof (as amended, restated, modified and/or supplemented
from time to time, the “Valens SPA”) with LV Administrative Services,
Inc., as agent (“Agent”), Valens U.S. and Valens Offshore SPV II, Corp.
(“Valens Offshore Corp.”), (ii) those certain Secured Term Notes each
dated as of the date hereof, one in favor of Valens U.S., in the original
principal amount of $2,300,000 and one in favor of Valens Offshore
Corp. in the original principal amount of $3,000,000 (as amended,
restated, modified and/or supplemented from time to time, collectively, the
“Valens Notes”) and (iii) the other Related Agreements (as defined in the
Valens SPA, the “Valens Related Agreements,” and together with the Valens
SPA and the Valens Notes, the “Valens Agreements”), and (b) the granting
of liens on and security interests in the assets of the Company in favor the
Agent, notwithstanding certain provisions in the Laurus SPAs and certain of
the
Related Agreements (as defined in the Laurus SPAs) prohibiting such indebtedness
and liens,
and Laurus and the Laurus Assignees have agreed to grant such consents (subject
to the terms hereof) on the condition that the Company enter into this letter
agreement.
In
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company hereby
agrees to, and acknowledges, the following:
1. The
occurrence of an Event of Default under and as defined in the Valens Notes
or
under and as defined in any other Valens Agreement shall constitute an Event
of
Default under each Laurus SPA and each Related Agreement (as defined in each
Laurus SPA).
2. As
security for the due and punctual payment of the Obligations (as defined in
each
Laurus SPA and the Related Agreements), the Company hereby pledges,
hypothecates, assigns, transfers, sets over and delivers Agent for the benefit
of Laurus and each of the Laurus Assignees and grants to the Agent for the
benefit of Laurus and each of the Laurus Assignees a security interest in all
deposit accounts and Restricted Accounts (as such terms are defined in each
Laurus SPA and the Related Agreement), now owned or hereafter acquired by
it.
3. From
and after the execution and delivery hereof by the parties hereto, this letter
shall constitute a Related Agreement for all purposes of the Laurus SPAs and
the
Related Agreements (as defined in each Laurus SPA).
Except
as
specifically set forth herein, the Laurus SPAs and the other Related Agreements
(as defined in each Laurus SPA) (collectively, the “Laurus Agreements”)
shall remain in full force and effect, and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this letter
agreement shall not operate as a waiver of any right, power or remedy of Laurus
or the Laurus Assignees, nor constitute a waiver of any provision of any of
the
Laurus Agreements, except to the extent expressly provided for
herein. This letter agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State
of
New York.
This
letter agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile or electronic transmission shall
be
deemed to be an original signature hereto.
Very
truly yours,
LAURUS
MASTER FUND, LTD.
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By:
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LAURUS
CAPITAL MANAGEMENT, LLC, as Investment
Manager
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By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
VALENS
U.S. SPV I, LLC
|
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By:
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VALENS
CAPITAL MANAGEMENT, LLC, its investment
manager
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By:
/s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title: Authorized
Signatory
VALENS
OFFSHORE SPV I, LTD.
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By: VALENS
CAPITAL MANAGEMENT, LLC, its investment
manager
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By: /s/ Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title: Authorized
Signatory
PSOURCE
STRUCTURED DEBT LIMITED
|
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By: LAURUS
CAPITAL MANAGEMENT, LLC, its investment
manager
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By: /s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title: Authorized
Signatory
PROMETHEAN INDUSTRIES, INC.
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By: LAURUS
CAPITAL MANAGEMENT, LLC, its investment
manager
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By: /s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title: Authorized
Signatory
CONSENTED
AND AGREED TO THIS 30TH DAY OF NOVEMBER, 2007:
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By:
/s/ Xxxxxx X. XxXxxxxxx
Name:
Xxxxxx X. XxXxxxxxx
Title:
President and Chief Executive Officer
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REAFFIRMATION
The
undersigned hereby acknowledges and consents to the terms and conditions of
the
foregoing letter agreement and confirms and agrees that each Laurus Agreement
to
which it is a party remains in full force and effect in accordance with its
terms and is hereby reaffirmed and ratified by the undersigned, and the
undersigned hereby confirms that the representations and warranties contained
in
each Laurus Agreement to which it is a party are (before and after giving effect
to this letter agreement) true and correct.
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GULF
COAST OIL CORPORATION
By:
/s/ Xxxxxx X. XxXxxxxxx
Name:
Xxxxxx X. XxXxxxxxx
Title:
Presiden
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CENTURY
RESOURCES, INC.
By:
/s/ Xxxxxx X. XxXxxxxxx
Name:
Xxxxxx X. XxXxxxxxx
Title:
President
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