Exhibit
10.5
REAFFIRMATION AND RATIFICATION AGREEMENT
December 28, 2006
Laurus Master Fund, Ltd.
c/o Laurus Capital Management LLC
825 Third Avenue
New York, New York 10022
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"); (m) the
----------------------
---------------------
<PAGE>
Amended and
Restated Secured Term Note effective as of
April 28, 2006 made by
Gulf Coast
Oil Corporation, a Delaware
corporation ("Gulf Coast") in favor of
Laurus in the
aggregate principal amount of Forty Million Dollars
($40,000,000)
(as amended,
restated, modified and/or supplemented from time to time, the
"April 2006 Term
Note"), the Subsidiary Guaranty dated as of April 28, 2006 (as
---------------------
amended, restated,
modified and/or supplemented from time to time, the
"Guaranty") made by Gulf Coast in favor of Laurus, the Master
Security Agreement
--------
dated as of April 28, 2006 (as amended,
restated, modified and/or supplemented
from time to time, the "Master Security
Agreement") by and between Gulf Coast
-------------------------
and Laurus
and the Related
Agreements (as defined in the April 2006 Securities
Purchase Agreement (the "April 2006 SPA") (as amended, restated,
modified and/or
supplemented from
time to time, the "April 2006 Related Agreements"); 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 New Century
-------------------
and Century Resources in favor of Laurus, the Stock Pledge
Agreement dated as of
April 28, 2006 (as
amended, restated, modified and/or supplemented
