January 18, 2008
EXHIBIT
10.71
January
18, 2008
X.
Xxxx
& Company
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
| Re: |
Credit
Facility provided by X. Xxxx & Company, in its capacity as
Administrative Agent (the "Administrative
Agent"),
for Tekoil and Gas Gulf Coast, LLC (the "Company")
|
Ladies
and Gentlemen:
This
letter is being provided to you in connection with Amendment No. 4 and Waiver
dated as of even date herewith (the "Amendment")
to the
Credit and Guaranty Agreement dated as of May 11, 2007 (as modified from time
to
time, the "Credit
Agreement"),
among
the Company, Tekoil & Gas Corporation, a Delaware corporation, as guarantor,
the lenders parties thereto, and X. Xxxx & Company, as lead arranger and
syndication agent, and Administrative Agent. Capitalized terms used herein
but
not defined herein shall have the meanings specified by the Credit
Agreement.
The
undersigned (the "Guarantor")
has
executed the Limited Guaranty dated as of October 24, 2007 (the "Guaranty"),
guaranteeing the payment of the Obligations under the Transaction Documents,
Hedging Contracts, and certain other amounts as described in the Guaranty.
The
Guarantor hereby ratifies, confirms, and acknowledges that his obligations
under
the Guaranty are in full force and effect and that the Guarantor continues
to
unconditionally and irrevocably guarantee the full and punctual payment, when
due, whether at stated maturity or earlier by acceleration or otherwise, all
of
the Guaranteed Obligations (as defined in the Guaranty) as such Guaranteed
Obligations have been increased and amended by the Amendment. The Guarantor
hereby acknowledges that his execution and delivery of this letter does not
indicate or establish an approval or consent requirement by the Guarantor in
connection with the execution and delivery of amendments to the Credit
Agreement, the Notes, the ISDA Agreement, or any of the other Transaction
Documents.
[Signature
follows on next page.]
THIS
WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE
ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Executed
as of the date first above written.
|
XXXX
X. WESTERN
|
||
| /s/ Xxxx X. Western | ||
| Address of Guarantor: | ||
|
0000
Xxxxxxxx Xxxxx Xxx
Xxxxxxx,
Xxxxxxx 00000
|
Signature
Page to Reaffirmation of Guaranty
Amendment
No. 4 and Waiver to Credit and Guaranty Agreement
