Blueprint





 





 Exhibit 10.2


 



Amendment to Letter Agreement

 



November 1, 2017

 



Jonathan Carroll



Lazarus Energy, LLC



Blue Dolphin Energy Company



Lazarus Energy Holdings, LLC

 



By Electronic Mail (JCarroll@lazarusenergy.com)

 




Re:  



GEL Tex Marketing, LLC v. Lazarus Energy, LLC 







 


First Amendment to the Stipulation Regarding Confirmation
and







 


 
Enforcement of Final Award Dated September 18, 2017





 



Dear Jonathan,

 



This is an amendment (the "Amendment") to the Stipulation Regarding
Confirmation and Enforcement of Final Award Dated September 18,
2017 (the "Letter Agreement"). All capitalized terms used but not
otherwise defined in this Amendment shall have the meanings given
to such terms in the Letter Agreement.

 



The Letter Agreement gave GEL Tex the right to terminate the Letter
Agreement on November 1, 2017 if settlement discussions between the
Lazarus Parties and GEL Tex were not advancing to an acceptable
resolution. In order to facilitate ongoing discussions, GEL Tex and
the Lazarus Parties have agreed to change the date on which GEL Tex
has the right to terminate the Letter Agreement with certain
conditions. Accordingly, GEL Tex and the Lazarus Parties amend the
Letter Agreement and agree to the following.

 




●

GEL
Tex's right to terminate the Letter Agreement shall be changed from
November 1, 2017 to November 28, 2017.





 




●

In
addition to permitting: (i) GEL Tex at any time to inspect the
books and records of the Lazarus Parties and all of their
respective affiliates and (ii) cooperating with Opportune LLP to
review the business of each Lazarus Party and their affiliates as
well as Jonathan and Gina Carroll, the Lazarus Parties agree that
between November 1, 2017 and November 28, 2017, from time to time,
upon Opportune LLP's request, the Lazarus Parties and their
affiliates shall grant Opportune LLP access to examine the books
and records of the Lazarus Parties and all of their respective
affiliates.





 




●

On
or before November 1, 2017, the Lazarus Parties shall pay an
advance in the amount of $50,000.00 to Opportune LLP for the
estimated fees and expenses incurred for its examinations of the
books and records between November 1, 2017 and November 28, 2017.
If the fees and expenses actually incurred during this period
exceed the amount of the $50,000.00 advance, the Lazarus Parties
shall pay any excess fees and expenses presented to the Lazarus
Parties by invoice within two (2) business days of
presentation








 








 





 


of
the invoice; provided, however, that such excess fees and expenses
shall not exceed $10,000.00

 




●

Opportune
LLP agrees to provide the Lazarus Parties periodic invoices for the
actual cost incurred for its examinations of the books and records
between November 1, 2017 and November 28, 2017. Opportune LLP shall
remit to the Lazarus Parties any amounts advanced to Opportune LLP
which exceed the costs and fees for the actual work
performed.





 




●

If
the Lazarus Parties fail to timely pay either the $50,000.00
advance payment or an Opportune LLP invoice described above (up to
an aggregate maximum of $60,000.00), GEL Tex has the right to
immediately terminate the Letter Agreement and this Amendment by
providing written notice to Lazarus' counsel listed below of GEL
Tex's termination.





 




●

The
Lazarus Parties shall not make any prepayments on any debts listed
in Attachment A. Except as described below, the Lazarus Parties and
GEL Tex agree that the only debts the Lazarus Parties can pay
between November 1, 2017 and the end of the Continuance Period are
the debts payable in the ordinary course of business as described
in the Letter Agreement.





 




●

Between
November 1, 2017 and the end of the Continuance Period, the Lazarus
Parties agree to temporarily suspend the payments on the following
debts/commercial agreements:





 





o

The
Amended and Restated Guaranty Fee Agreement dated April 1, 2017
between LE and Jonathan Carroll (Guaranty Fee Agreement ties to
$25.0 Million Veritex USDA Loan; amounts owed to Jonathan Carroll
captured under ~$1.0 million BDCO-Carroll Note); as described on
page A-2 of Attachment A;





 





o

The
Amended and Restated Guaranty Fee Agreement dated April 1, 2017
between LRM and Jonathan Carroll (Guaranty Fee Agreement ties to
$10.0 Million Veritex USDA Loan; amounts owed to Jonathan Carroll
captured under ~$1.0 million BDCO-Carroll Note) as described on
page A-3 of Attachment A; and





 





o

The Amended and Restated Guaranty Fee Agreement
dated April 1, 2017 between LRM and Jonathan Carroll (Guaranty Fee
Agreement ties to $2.0 Million Sovereign Loan; amounts owed to
Jonathan Carroll captured under ~$1.0 million
BDCO-Carroll Note) as described on
page A-3 of Attachment A.





 




●

GEL
Tex and the Lazarus Parties agree that the 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 the 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.





 



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●

Except
as set forth in the Amendment, the Letter Agreement is unaffected
and shall continue in full force and effect in accordance with its
terms. If there is a conflict between the Amendment and the Letter
Agreement, the terms of the Amendment will prevail.





 



[Signature Pages Follow]

 



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If
these terms accurately state the amendments to the Letter Agreement
between GEL Tex and the Lazarus Parties, please sign where
indicated below and we will file this Amendment with the 165th
Judicial District Court.

 


Very
truly yours,


 


 


	


Haynes & Boone LLP

	
 

	
 

	
 

	
 

	


DLA Piper LLP (US)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

/s/
CHARLES A. BECKHAM, JR.

	
 

	
 

	
 

	
 

	

/s/
CHRISTINA P. MACCIO


	

Charles
A. Beckham, Jr.

	
 

	
 

	
 

	
 

	

Christina
P. Maccio


	

Partner

	
 

	
 

	
 

	
 

	

Partner


	

Attorney
for GEL Tex Marketing, LLC

	
 

	
 

	
 

	
 

	

Attorney
for GEL Tex Marketing, LLC


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


Agreed:

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

/s/
JONATHAN CARROLL

	
 

	
 

	
 

	
 

	
 


	

Jonathan
Carroll, in his individual capacity

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

Lazarus
Energy, LLC

	
 

	
 

	
 

	
 

	
 


	

Blue
Dolphin Energy Company

	
 

	
 

	
 

	
 

	
 


	

Lazarus
Energy Holdings, LLC

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

/s/
JONATHAN CARROLL

	
 

	
 

	
 

	
 

	
 


	

By:

	

Jonathan
Carroll

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


Stroock & Stroock & Lavan LLP

	
 

	
 

	
 

	
 

	


Susman Godfrey LLP


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

/s/
FRANK A MEROLA

	
 

	
 

	
 

	
 

	

/s/
BRYAN MELTON


	

Frank
A. Merola

	
 

	
 

	
 

	
 

	

Bryan
Melton


	

Attorney
for Lazarus Energy, LLC

	
 

	
 

	
 

	
 

	

Attorney
for Lazarus Energy, LLC


	
 

	
 

	
 

	
 

	
 

	
 

	
 







 


 


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