EXHIBIT 4.8
LETTER AGREEMENT
February 28, 2005
J. Xxxxxx Xxxxxxxx
000 Xxxxx Xxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Xx. Xxxxxxxx:
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/XXXXXX XXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
GULFWEST OIL & GAS COMPANY
By: /S/ XXXXXX XXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxx
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/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
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/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
OCM PRINCIPAL
OPPORTUNITIES FUND III GP, LLC
By: Oaktree Capital Management,
LLC, its managing member
By: /S/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Principal
OAKTREE CAPITAL
MANAGEMENT, LLC
By: /S/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Principal
[Xxxxxxxx Signature Page]
AGREED AND ACKNOWLEDGED:
/S/ J. XXXXXX XXXXXXXX
-------------------------------------
J. Xxxxxx Xxxxxxxx
