Blueprint





 







Exhibit 10.1

 


 

 



SECOND AMENDMENT TO THE SETTLEMENT AGREEMENT

 


This
Second Amendment to the Settlement Agreement (this
“Second
Amendment”), dated as of November 15, 2018, is by and
between Lazarus Energy, LLC, a Delaware limited liability company
(“Lazarus”); Blue Dolphin
Energy Company, a Delaware corporation (“BDEC”); Lazarus Energy
Holdings, LLC, a Delaware limited liability company
(“LEH”); Nixon Product
Storage, LLC, a Delaware limited liability company
(“Nixon”); Carroll &
Company Financial Holdings, L.P. (“C&C”); Jonathan
Carroll (“Carroll” and, together
with Lazarus, BDEC, LEH, Nixon, and C&C the “Lazarus Parties”); and
GEL Tex Marketing, LLC, a Delaware limited liability company
(“GEL
Tex”) (each, a “Party” and, collectively,
the “Parties”).

 



RECITALS


 


WHEREAS, on July
20, 2018, the Parties executed the Settlement Agreement1 in order to provide for a settlement
between the Lazarus Parties and GEL Tex regarding the Final Award
that resolves the Arbitration and the District Court Action
contingent upon the Lazarus Parties obtaining the Settlement
Financing to fund a settlement in accordance with the terms of the
Settlement Agreement;


 


WHEREAS, paragraph
15(d) of the Settlement Agreement requires the Lazarus Parties to
achieve certain milestones in connection with obtaining the
Settlement Financing;


 


WHEREAS, paragraph
17(a) of the Settlement Agreement provides that the Settlement
Agreement shall terminate automatically on December 31, 2018 unless
otherwise extended in writing by GEL Tex;


 


WHEREAS, on October
17, 2018, the Parties executed the First Amendment to the
Settlement Agreement (the “First Amendment”) to
amend the Settlement Agreement;


 


WHEREAS, in order
to facilitate the Lazarus Parties’ ongoing negotiations to
obtain the Settlement Financing, GEL Tex and the Lazarus Parties
hereby agree to further amend the Settlement
Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenant and agreements set forth in the Settlement Agreement and
this Second Amendment, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties, intending to be legally bound, agree as
follows:


 


 








1 All capitalized
terms used but not otherwise defined in this Second Amendment shall
have the meanings given to such terms in the Settlement
Agreement.





 







 






 



AGREEMENT


 


1.           Paragraph
15(d)(i) of the Settlement Agreement shall be further amended and
replaced in its entirety and shall now state:


 


Provide
GEL Tex with a copy of the United States Department of
Agriculture’s or a bona fide third-party lender’s
Commitment of the Settlement Financing by no later than December
15, 2018, unless otherwise extended in writing by GEL
Tex;


 


2.           Paragraph
15(d)(ii) of the Settlement Agreement shall be amended and replaced
in its entirety and shall now state:


 


Provide
GEL Tex with copies of the fully executed loan documents for the
Settlement Financing by no later than January 17, 2019, unless
otherwise extended in writing by GEL Tex;


 


3.           Paragraph
17(a) of the Settlement Agreement shall be amended and replaced in
its entirety and shall now state:


 


January
31, 2019, unless otherwise extended in writing by GEL Tex, if the
Settlement Payment Date has not occurred on or before such date;
or


 


4.           Notwithstanding
anything in this Second Amendment, during the Interim Period, the
Lazarus Parties shall continue to pay GEL Tex the Interim Payments
on the last business day of each calendar month.


 


5.           GEL
Tex and the Lazarus Parties agree that this Second Amendment may be
executed in separate parts delivered by electronic means that,
taken together, will be deemed to be one instrument. GEL Tex and
each Lazarus Party represent and warrant that this Second Amendment
has been approved and authorized by all necessary action and the
execution hereof does not violate any agreement to which it is a
party.


 


6.           Except
as set forth in this Second Amendment, the Settlement Agreement and
the First Amendment are unaffected and shall continue in full force
and effect in accordance with their terms. If there is a conflict
between this Second Amendment, the First Amendment, and the
Settlement Agreement, the terms of this Second Amendment will
prevail.


 



[Signature Pages Follow]








 

- 2 -








 






IN
WITNESS WHEREOF, the undersigned have caused this Second Amendment
to the Settlement Agreement to be duly executed and delivered as of
the date first set forth above.

 


 


GEL TEX
MARKETING, LLC


 


	

By:

	

/s/
R.V. DEERE

	
 


	

Name:

	

Robert
V. Deere

	
 


	

Title:

	

Chief
Financial Officer

	
 







 


LAZARUS
ENERGY, LLC


 


	

By:

	

/s/
JONATHAN CARROLL

	
 


	

Name:

	

Jonathan
Carroll

	
 


	

Title:

	

President

	
 







 


BLUE
DOLPHIN ENERGY COMPANY


 


	

By:

	

/s/
JONATHAN CARROLL

	
 


	

Name:

	

Jonathan
Carroll

	
 


	

Title:

	

President

	
 







 


LAZARUS
ENERGY HOLDINGS, LLC


 


	

By:

	

/s/
JONATHAN CARROLL

	
 


	

Name:

	

Jonathan
Carroll

	
 


	

Title:

	

President

	
 







 


NIXON
PRODUCT STORAGE, LLC


 


	

By:

	

/s/
JONATHAN CARROLL

	
 


	

Name:

	

Jonathan
Carroll

	
 


	

Title:

	

President

	
 







 


CARROLL
& COMPANY FINANCIAL HOLDINGS, L.P.


 


	

By:

	

/s/
JONATHAN CARROLL

	
 


	

Name:

	

Lazarus
Financial, LLC

	
 


	

Title:

	

General
Partner

	
 







 


	

By:

	

/s/
JONATHAN CARROLL

	
 


	
 

	

Jonathan
Carroll