Exhibit 10.1 CD HOLDING LLC - -------------------------------------------------------------------------------- 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7000 April 14, 2004 Sent Via Facsimile (405) 848-8816 - --------------- Ms. Lisa Holbrook Secretary Gulfport Energy Corporation 14313 N. May Ave., Suite 100 Oklahoma City, OK 73134 Dear Ms. Holbrook: CD Holding LLC ("CD Holding") is pleased to provide the following commitment to Gulfport Energy Corporation ("Gulfport") regarding its contemplated Rights Offering. CD Holding agrees to backstop a Rights Offering under the following conditions: (i) the offering yields gross proceeds of $12.0 million; (ii) the rights are offered at $1.20 a share; (iii) the rights are registered with the Securities and Exchange Commission; (iv) no offer on West Cote Blanche Bay is accepted prior to funding of the Rights Offering and approved by a majority of Gulfport shareholders; and (v) a 2% commitment fee. This proposal may be accepted by signing and returning a copy of this letter to the undersigned so that it is received by no later then 5 pm (EST) on Thursday, April 15, 2004. If a countersigned copy of this proposal has not been received by the undersigned at such time, this proposal shall be deemed withdrawn and this letter shall have no further force or effect. If accepted, as provided herein, this letter agreement shall constitute a binding contract enforceable according to its terms. Although the parties contemplate that such agreement shall be superseded by more detailed definitive written documentation, they agree that in the event such documents are not finalized or executed this agreement shall nonetheless be legally binding and enforceable. Sincerely, /s/Chuck Davidson Chuck Davidson ACCEPTED & AGREED TO THIS _____ DAY OF APRIL, 2004. GULFPORT ENERGY CORPORATION BY: /s/Lisa Holbrook ---------------------------- Lisa Holbrook Secretary