Letter Agreement Granting Extension Option under Amended and Restated Credit Agreement between GulfWest Oil & Gas Company and D.B. Zwirn Special Opportunities Fund, L.P.

Summary

This letter agreement, dated January 7, 2005, is between GulfWest Oil & Gas Company and D.B. Zwirn Special Opportunities Fund, L.P., along with other lenders. It grants GulfWest the option to extend the Target Date under their existing Credit Agreement from January 28, 2005, to February 28, 2005, in exchange for a $25,000 non-refundable fee and an additional $75,000 if the option is exercised. All other terms of the Credit Agreement remain unchanged unless the option is exercised as specified.

EX-10.13 19 a4852153ex1013.txt EXHIBIT 10.13 EXHIBIT 10.13 D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. 745 5th Avenue, 18th Floor New York, New York 10151 January 7, 2005 GulfWest Oil & Gas Company 4801 N. Sam Houston Pkwy. E. Suite 300 Houston, Texas 77060 Attention: Thomas Kaetzer 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, D.B. Zwirn Special Opportunities Fund, LP, a Delaware limited partnership, as Administrative Agent (f/k/a Highbridge/Zwirn 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. [Remainder of page intentionally left blank] If the foregoing is acceptable to you please acknowledge your agreement by executing this letter in the space below. Very truly yours, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. BY: D.B. ZWIRN PARTNERS, LLC, AS GENERAL PARTNER By: /S/ DANIEL B. ZWIRN ------------------------ Name: Daniel B. Zwirn Title: MANAGING MEMBER ACCEPTED this 7th day of January, 2005, BORROWER: GULFWEST OIL & GAS COMPANY By: /S/ THOMAS R. KAETZER --------------------------- Name: THOMAS R. KAETZER Title: PRESIDENT LENDERS: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. BY: D.B. ZWIRN PARTNERS, LLC, ITS GENERAL PARTNER By: /S/ DANIEL B. ZWIRN ---------------------------------- Name: DANIEL B. ZWIRN Title: MANAGING MEMBER DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP BY: DRAWBRIDGE OPPORTUNITIES GP LLC, ITS GENERAL PARTNER By: /S/ CONSTANTINE DAKOLIAS ----------------------------------- Name: CONSTANTINE DAKOLIAS Title: CHIEF CREDIT OFFICER