Letter Agreement Regarding Exchange of Series A Preferred Stock for Series H Preferred Convertible Stock – GulfWest Energy Inc., GulfWest Oil & Gas Company, Oaktree Entities, and J. Virgil Waggoner

Summary

This agreement documents the exchange of 3,000 shares of Series A Preferred Stock held by J. Virgil Waggoner for 3,000 shares of Series H Preferred Convertible Stock in GulfWest Energy Inc. The parties agree to waive certain rights and restrictions under previous agreements, including transfer restrictions, rights of first refusal, and piggyback registration rights, in favor of terms set in a new Share Transfer Restriction Agreement. The agreement is signed by GulfWest Energy Inc., GulfWest Oil & Gas Company, Oaktree-related entities, and Mr. Waggoner.

EX-4.8 6 a4852153ex48.txt EXHIBIT 4.8 EXHIBIT 4.8 LETTER AGREEMENT February 28, 2005 J. Virgil Waggoner 480 North Sam Parkway East Suite 300 Houston, Texas 77060 Mr. Waggoner: We understand that you desire to exchange your 3,000 shares Series A Preferred Stock, par value $0.01 per share, of GulfWest Oil & Gas Company (the "SERIES A PREFERRED STOCK"), for 3,000 shares of Series H Preferred Convertible Stock, par value $0.01 per share, of GulfWest Energy Inc. (the "SERIES H PREFERRED STOCK"), as provided for in the Statement of Resolution for the Series A Preferred Stock, as amended or as proposed to be amended. We understand that you are executing and delivering the Omnibus and Release Agreement as required by such Statement of Resolution which, among other things, provides for a release of claims against various persons and entities and restricts the transfer of the Series H Preferred Stock to be received in such exchange. However, you are also executing and delivering a Share Transfer Restriction Agreement which would also contain a release of claims and subject your shares of Series H Preferred Stock to transfer restrictions. Based on and in consideration of the foregoing and our rights under the Share Transfer Restriction Agreement and related irrevocable Proxy, we hereby waive any rights we may have under the Omnibus and Release Agreement under SECTION 3(D) (RESTRICTIONS ON TRANSFER), SECTION 4 (RIGHT OF FIRST REFUSAL), and SECTION 7 (RELEASE). Further, in the event of a conflict between the Share Transfer Restriction Agreement and Omnibus and Release Agreement, the Share Transfer Restriction Agreement shall control. In addition, you agree to waive any rights under SECTION 8 (PIGGYBACK REGISTRATION RIGHTS). If you agree with the foregoing, please sign below. [signature pages follow] [GulfWest Signature Page] Sincerely, GULFWEST ENERGY INC. By: /S/THOMAS KAETZER ------------------------------ Name: Thomas Kaetzer Title: President GULFWEST OIL & GAS COMPANY By: /S/ THOMAS KAETZER ------------------------------ Name: Thomas Kaetzer Title: President [Oaktree Signature Pages] AGREED AND ACKNOWLEDGED: OCM GW HOLDINGS, LLC By: OCM Principal Opportunities Fund III, L.P., its managing member By: OCM Principal Opportunities Fund III GP, LLC, its general partner By: Oaktree Capital Management, LLC, its managing member By: /S/ STEPHEN A. KAPLAN ------------------------------------- Name: Stephen A. Kaplan Title: Principal OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. By: OCM Principal Opportunities Fund III GP, LLC, its general partner By: Oaktree Capital Management, LLC, its managing member By: /S/ STEPHEN A. KAPLAN ------------------------------------- Name: Stephen A. Kaplan Title: President OCM PRINCIPAL OPPORTUNITIES FUND III GP, LLC By: Oaktree Capital Management, LLC, its managing member By: /S/ STEPHEN A. KAPLAN ------------------------------------- Name: Stephen A. Kaplan Title: Principal OAKTREE CAPITAL MANAGEMENT, LLC By: /S/ STEPHEN A. KAPLAN ------------------------------------- Name: Stephen A. Kaplan Title: Principal [Waggoner Signature Page] AGREED AND ACKNOWLEDGED: /S/ J. VIRGIL WAGGONER ------------------------------------- J. Virgil Waggoner