Exhibit 10.8
REAFFIRMATION AND RATIFICATION AGREEMENT
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June 30, 2006
Laurus Master Fund, Ltd.
c/o Laurus Capital Management LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to (a) the Securities Purchase Agreement dated as of June
30, 2005 (as amended, restated, modified and/or supplemented from time to time,
the "June 2005 SPA") by and between New Century Energy Corp., a Colorado
corporation ("New Century"), and Laurus Master Fund, Ltd. ("Laurus"), (b) the
Amended and Restated Secured Convertible Term Note effective as of June 30, 2005
made by New Century in favor of Laurus in the original principal amount of
Fifteen Million Dollars ($15,000,000) (as amended, restated, modified and/or
supplemented from time to time, the "June 2005 Term Note"), (c) the Subsidiary
Guaranty dated as of June 30, 2005 (as amended, restated, modified and/or
supplemented from time to time, the "June 2005 Guaranty") made by Century
Resources, Inc., a Delaware corporation ("Century Resources"), in favor of
Laurus, (d) the Master Security Agreement dated as of June 30, 2005 (as amended,
restated, modified and/or supplemented from time to time, the "Master Security
Agreement") among New Century, Century Resources and Laurus, (e) the Stock
Pledge Agreement dated as of June 30, 2005 (as amended, restated, modified
and/or supplemented from time to time, the "June 2005 Pledge Agreement") by and
between New Century and Laurus, (f) the Related Agreements (as defined in the
June 2005 SPA) (as amended, restated, modified and/or supplemented from time to
time, the "June 2005 Related Agreements") (the June 2005 SPA, the June 2005 Term
Note, the June 2005 Guaranty, the Master Security Agreement, the June 2005
Pledge Agreement and the June 2005 Related Agreements, each a "June 2005
Agreement" and collectively, the "June 2005 Agreements"), (g) the Securities
Purchase Agreement dated as of September 19, 2005 (as amended, restated,
modified and/or supplemented from time to time, the "September 2005 SPA"), (h)
the Secured Term Note in the original principal amount of Nine Million Five
Hundred Thousand Dollars ($9,500,000) (as amended, restated, modified and/or
supplemented from time to time, the "September 2005 Term Note"), (i) each
Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment
of Production dated as of September 19, 2005 made by New Century and Century
Resources in favor of Laurus (as amended, restated, modified and/or supplemented
from time to time, the "September 2005 Mortgages"), (j) the Related Agreements
(as defined in the September 2005 SPA) (as amended, restated, modified and/or
supplemented from time to time, the "September 2005 Related Agreements" and
together with the September 2005 SPA, the September 2005 Term Note and the
September 2005 Mortgages, each a "September 2005 Agreement" and collectively the
"September 2005 Agreements"), (k) the Guaranty dated as of April 28, 2006 (as
amended, restated, modified and/or supplemented from time to time, the "April
2006 Guaranty") made by NCEC and Century Resources in favor of Laurus, (l) the
Stock Pledge Agreement dated as of April 28, 2006 (as amended, restated,
modified and/or supplemented from time to time, the "April 2006 Pledge
Agreement") by and between New Century and Laurus and (m) each Amended and
Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and
Assignment of Production dated as of April 26, 2006 made by New Century and
Century Resources in favor of Laurus (as amended, restated, modified and/or
supplemented from time to time, the "April 2006 Mortgages") (the April 2006
Guaranty, the April 2006 Pledge Agreement and the April 2006 Mortgages, each an
"April 2006 Agreement" and collectively the "April 2006 Agreements").
To induce Laurus to enter into the Securities Purchase Agreement dated as
of the date hereof by and between Gulf Coast Oil Corporation ("Gulf Coast") and
Laurus (as amended, restated, modified and/or supplemented from time to time,
the "June 2006 SPA") and purchase from Gulf Coast a Secured Term Note in the
aggregate principal amount of Five Million Dollars ($5,000,000) (as amended,
restated, modified and/or supplemented from time to time, the "June 2006 Term
Note"), each of the undersigned (including, without limitation, Gulf Coast), as
applicable, hereby:
(1) represents and warrants to Laurus that it has reviewed and approved the
terms and provisions of the June 2006 SPA and the Related Agreements (as defined
in the June 2006 SPA, the "June 2006 Related Agreements") (the June 2006 SPA,
the June 2006 Term Note and the June 2006 Related Agreements, each a "June 2006
Agreement" and collectively, the "June 2006 Agreements");
(2) acknowledges, ratifies and confirms that all of the terms, conditions,
representations and covenants contained in the June 2005 Agreements, the
September 2005 Agreements and the April 2006 Agreements to which it is a party
are in full force and effect and shall remain in full force and effect after
giving effect to the execution and effectiveness of the June 2006 Agreements;
(3) acknowledges, ratifies and confirms that the defined term "Obligations"
under the June 2005 Guaranty, the Master Security Agreement, the September 2005
Mortgages, the April 2006 Guaranty and the April 2006 Mortgages and the defined
term "Indebtedness" under the June 2005 Pledge Agreement and the April 2006
Pledge Agreement include, without limitation, all obligations and liabilities of
Gulf Coast to Laurus under the June 2006 Agreements and all other obligations
and liabilities of each of the undersigned to Laurus (including interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, whether or not a claim for
post-filing or post-petition interest is allowed or allowable in such
proceeding), whether now existing or hereafter arising, direct or indirect,
liquidated or unliquidated, absolute or contingent (collectively, the
"Obligations"); --
(4) acknowledges and confirms that the occurrence of an Event of Default
under any of the September 2005 Agreements, the June 2005 Agreements and/or the
April 2006 Agreements shall constitute an Event of Default under the June 2006
Agreements and (ii) the occurrence of an Event of Default under any of the June
2006 Agreements shall constitute an Event of Default under the September 2005
Agreements, the June 2005 Agreements and the April 2006 Agreements;
(5) represents and warrants that no offsets, counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under any of the September 2005 Agreements, the June 2005 Agreements or the
April 2006 Agreements;
(6) acknowledges, ratifies and confirms (i) the grant by each undersigned
to Laurus of a security interest and lien in the assets of each undersigned as
more specifically set forth in the June 2005 Agreements, the September 2005
Agreements, the April 2006 Agreements and the June 2006 Agreements, as
applicable (the "Security Interest Grants") and (ii) that the Security Interest
Grants secure all Obligations; and
(7) releases, remises, acquits and forever discharges Laurus and Laurus'
employees, agents, representatives, consultants, attorneys, fiduciaries,
officers, directors, partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, and related corporate divisions (all of the
foregoing hereinafter called the "Released Parties"), from any and all actions
and causes of action, judgments, executions, suits, debts, claims, demands,
liabilities, obligations, damages and expenses of any and every character, known
or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or
nature, for or because of any matter or things done, omitted or suffered to be
done by any of the Released Parties prior to and including the date of execution
hereof, and in any way directly or indirectly arising out of or in any way
connected to this Reaffirmation and Ratification Agreement, the June 2005
Agreements, the September 2005 Agreements, the April 2006 Agreements and the
June 2006 Agreements and any other document, instrument or agreement made by any
of the undersigned in favor of Laurus.
[Remainder of Page Intentionally Left Blank]
This agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Very truly yours,
NEW CENTURY ENERGY CORP.
By:/s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
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Title: President & CEO
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Address: 0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
CENTURY RESOURCES, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
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Title: President & CEO
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Address: 0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
ACCEPTED AND AGREED TO:
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxxx Grin
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Name: Xxxxxx Grin
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Title: Director
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GULF COAST OIL CORPORATION
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
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Title: President & CEO
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