Blueprint





Exhibit 10.2 








 

 



FIRST AMENDMENT TO THE SETTLEMENT AGREEMENT

 


This First Amendment to the Settlement Agreement
(this “First
Amendment”), dated as of
October 17, 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,
in order to facilitate the Lazarus Parties’ ongoing
negotiations to obtain the Settlement Financing, GEL Tex and the
Lazarus Parties hereby agree to 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 First 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:

 



AGREEMENT

 

1. Paragraph
15(d)(i) of the Settlement Agreement shall be 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 November
15, 2018, unless otherwise extended in writing by GEL
Tex;

 

2. GEL
Tex and the Lazarus Parties agree that this First 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 First Amendment
has

 

 



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


 




 








 





 



been approved and authorized by all necessary action and the
execution hereof does not violate any agreement to which it is a
party.

 


3.Except
as set forth in this First Amendment, the Settlement Agreement
is



unaffected and shall continue in full force and effect in
accordance with its terms. If there is a conflict between this
First Amendment and the Settlement Agreement, the terms of this
First Amendment will prevail.

 



[Signature Pages Follow]

 



- 2 -




 








 






IN
WITNESS WHEREOF, the undersigned have caused this First 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