Blueprint





 





 Exhibit 10.1


 

 



September 18, 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







 


Stipulation Regarding Confirmation and Enforcement of Final
Award





 



 

 



Dear Jonathan:

 



In order to facilitate further discussions, GEL Tex Marketing, LLC
(“GEL Tex”) and Lazarus Energy, LLC
(“Lazarus”) have come to an agreement regarding the
confirmation and enforcement of the Final Award issued on August
11, 2017 in AAA Arbitration Case No. 02-16-0001-5548. This letter
memorializes that agreement (“Letter Agreement”). Blue
Dolphin Energy Company (“BDEC”) and Lazarus Energy
Holdings, LLC (“LEH”), both affiliates of Lazarus and
Jonathan Carroll, are also party to this Letter Agreement. Lazarus,
BDEC, LEH, and Jonathan Carroll are collectively referred to herein
as the “Lazarus Parties”.

 



GEL Tex and the Lazarus Parties stipulate and agree to the
following.

 

● Before
September 18, 2017 at 9:30 am, GEL Tex and Lazarus will jointly
notify the 165th
District Court of Harris County (the
“District Court”) that, in order to facilitate
settlement discussions between the parties, the hearing to confirm
the Final Award in Cause No. 2016-28397 will be continued for no
more than 90 days (the “Continuance Period”).
Notwithstanding the foregoing, on November 1, 2017 (the
45th day
of the Continuance Period), in the event GEL Tex determines in its
sole discretion that the settlement discussions between the parties
are not advancing to an acceptable resolution, then GEL Tex shall
have the option to immediately terminate this Letter Agreement by
delivering written notice to Lazarus’ counsel listed
below.

 

● Before
September 18, 2017 at 9:30 am, the Lazarus Parties will notify the
District Court that it has no objection to the immediate
disbursement of all funds in the Court’s Registry to GEL Tex,
which will be applied to reduce the balance of the Final
Award.

 

● Prior
to the hearing on September 18, 2017, the Lazarus Parties will wire
$1.5 million to GEL Tex, which will be applied to reduce the
balance of the Final Award.

 

● During
the Continuance Period, the Lazarus Parties and GEL Tex agree to
work together in good faith to negotiate and document the terms of
a settlement and payment structure to resolve all of their disputes
and obligations, including those relating to and arising from the
Final Award.

 

● During
the Continuance Period, the Lazarus Parties agree to permit and, if
requested by GEL Tex, to facilitate, direct contact between GEL Tex
and the Lazarus Parties’ banks and other
lenders.

 




 

1








 





 


Mr.
Jonathan Carroll


 


September
18, 2017


 


Page
Two


 

 

● During
the Continuance Period, the Lazarus Parties agree to cooperate with
Opportune to review the business of each Lazarus Party and their
affiliates as well as Jonathan and Gina Carroll.

 

● The
Lazarus Parties hereby waive all objections to confirmation of the
Final Award. Notwithstanding this waiver, GEL Tex agrees that GEL
Tex will take no action to confirm, enforce, collect, execute upon,
perfect, or exercise any remedies in connection with the Lazarus
Parties’ waiver and/or the Final Award prior to the earlier
to occur of (1) the expiration of the Continuance Period without
the parties agreeing to a settlement and payment structure to
resolve all of the disputes between them, including those relating
to and arising from the Final Award, and (2) the termination of
this Letter Agreement. The Lazarus Parties’ waiver set forth
in this paragraph shall survive the expiration and/or termination
of this Letter Agreement.

 

● Without
the prior written consent of GEL Tex, which consent may be granted
or withheld in GEL Tex's sole discretion, the Lazarus Parties and
all of their respective affiliates shall: (i) not incur or become
liable for any debt (other than under such existing debt
instruments and amounts as reflected in Attachment A hereto, which
includes the borrowing necessary to fund the $1.5 million payment
referenced above); (ii) not permit to exist any liens or other
encumbrances on any of its assets (other than the specific existing
liens and other encumbrances list in Attachment A hereto); (iii)
not transfer, assign, sell, lease, or convey any asset to any
person or entity other than (a) refined product sales for fair
value in the ordinary course of business by Lazarus to unaffiliated
third parties (except jet sales to LEH for fair value for further
sale to the Defense Logistics Agency), (b) payment to its
third-party trade creditors in the ordinary course of business, and
(c) scheduled debt payments to third-party lenders under the
existing debt instruments and payment terms reflected in Attachment
A hereto; (iv) not engage in any affiliate transactions or other
arrangements of any kind whatsoever (other than the existing
affiliate transactions specifically described in Attachment A
hereto) and not amend or modify any terms of such existing
affiliate transactions; (v) permit GEL Tex at any time to inspect
its property, examine its books and records, and discuss its
affairs with its officers, accountants, attorneys, Veritex, and the
USDA; (vi) fail to pay debts generally as they become due or become
party to (or made the subject of) any bankruptcy, reorganization,
liquidation, or similar proceeding; (vii) not form or make an
investment in any new subsidiary or business venture or merge or
consolidate with any other entity, or acquire material assets of
any other entity, or allow any changes in the current equity
ownership of any Lazarus Party or any of their affiliates; (viii)
not amend or supplement any of their debt instruments, liens, or
organizational documents, or change their names or the location of
their principal place of business; and (ix) not take any action to
challenge the validity or enforceability of this Letter Agreement
or to violate the terms herein in any manner. Notwithstanding
subsection (i) of this paragraph, it is understood that as to debt
of Jonathan and Gina Carroll in their individual capacities to
which the other Lazarus Parties have no liability or obligation,
Attachment A hereto contains only such debt and amounts that
represent material indebtedness of such individuals.

 




 

2








 





 


Mr.
Jonathan Carroll


 


September
18, 2017


 


Page
Three

 

● GEL
Tex has the right to immediately terminate this Letter Agreement
upon any violation of this Letter Agreement by any Lazarus Party by
providing written notice to Lazarus’ counsel listed below of
GEL Tex’s termination of this stipulation Letter
Agreement.

 

● GEL
Tex and the Lazarus Parties agree that this Letter Agreement 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 Letter Agreement
has been approved and authorized by all necessary action and the
execution hereof does not violate any agreement to which it is a
party.

 

 



[Signature
Page Follows.]




 

3








 






Mr.
Jonathan Carroll

 



September 18, 2017

 



Page Four

 


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

 


Very
truly yours,

 

 


 


	


DLA Piper LLP (US)

	
 

	
 

	
 

	
 

	


DLA Piper LLP (US)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


/s/ THOMAS R. CALIFANO

	
 

	
 

	
 

	
 

	


/s/ CHRISTINA P. MACCIO


	


Thomas R. Califano

	
 

	
 

	
 

	
 

	


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

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


/s/ FRANK A MEROLA

	
 

	
 

	
 

	
 

	
 


	


Frank A. Merola

	
 

	
 

	
 

	
 

	
 


	


Attorney for Lazarus Energy, LLC

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


/s/ BRYAN MELTON

	
 

	
 

	
 

	
 

	
 


	


Bryan Melton

	
 

	
 

	
 

	
 

	
 


	


Attorney for Lazarus Energy, LLC

	
 

	
 

	
 

	
 

	
 






 

 

 

 




 

4









Attachment “A”



Material Agreements and Indebtedness


 





 

 

 


	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

Attachment “A”Material Agreements and
IndebtednessI.

	
 

	


Blue Dolphin Energy Company (“BDCO”)

	
● Amended
and Restated Promissory Note dated June 30, 2017 between LEH, as
Lender, and BDCO, as Borrower (~$2.5 Million BDCO-LEH
Note)

	


Matures January 2019.

	


Interest accrues at 8.0%; balloon payment due at
maturity.

	


None

	


LEH


	
 

	
 

	
 

	
● Amended
and Restated Promissory Note dated March 31, 2017 between
Ingleside, as Lender, and BDCO, as Borrower (~$1.1 Million
BDCO-Ingleside Note)

	


Matures January 2019.

	


Interest accrues at 8.0%; balloon payment due at
maturity.

	


None

	


Ingleside


	
 

	
 

	
 

	
● Amended
and Restated Promissory Note dated March 31, 2017 between Lazarus
Capital, as Lender, and BDCO, as Borrower (~$0.1 Million
BDCO-Carroll Note)

	


Matures January 2019.

	


Revolver; principal and interest paid quarterly; interest accrues
at 8.0%; payment 50% cash and 50% BDCO common stock.

	


None

	


Lazarus Capital /



Jonathan Carroll


	
 

	
 

	
 

	
● Amended
and Restated Operating Agreement dated April 1, 2017 between BDCO,
LE, and LEH

	

Attachment “A”Material Agreements and
IndebtednessExpires April 1, 2020, upon written notice of either
party of a material breach, or upon 90 days’ notice by
BDCO’s Board of Directors if the Board determines the
agreement is no longer in BDCO’s best interests.

	

Attachment “A”Material Agreements and IndebtednessLEH
is reimbursed at cost plus 5% for reasonable costs incurred while
LEH performs the Services.

	


N/A

	


LE



LEH


	
 

	


A.

	


Lazarus Energy, LLC (“LE”)

	
● Loan
Agreement dated June 22, 2015 among Sovereign Bank, NA
(“Sovereign”), as Lender, LE, as Borrower, and Jonathan
Pitts Carroll, Sr., BDCO, LRM, and LEH, as Guarantors ($25.0
Million Veritex USDA Loan)

	


Matures June 2034.

	


Principal and interest paid monthly; interest accrues at Prime +
2.75%; monthly payment currently $198,786.

	


Secured by: (i) a first lien on all Nixon Facility business assets
(excluding accounts receivable and inventory), (ii) assignment of
all Nixon Facility contracts, permits, and licenses, (iii) absolute
assignment of Nixon Facility rents and leases, including tank
rental income, (iv) a $1.0 million payment reserve account held by
the bank, and (v) a pledge of $5.0 million of a life insurance
policy on Jonathan Carroll.

	


BDCO



LRM



LEH



Jonathan Carroll


 


	
 

	
 

	
 

	
● Promissory
Note dated June 1, 2006 between LE, as Maker, and Notre Dame
Investors, as Payee ($8.0 Million Notre Dame / Kissick
Loan)

	


Matures June 2018.


 


 


 


 

	


Balloon payment due at maturity.

	


Secured by Deed of Trust, Security Agreement and Financing
Statements, which encumber the Nixon Facility and general assets of
LE.  

	


None






 


 




 

A-1









Attachment “A”



Material Agreements and Indebtedness


 





 

  


	
 

 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







	
 

	
 

	
 

	
● 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)

	


Terminates when $25.0 Million Veritex USDA Loan paid in
full.


 


 


 


 

	


2% fee per annum, paid monthly on outstanding balance.

	


N/A

	


Jonathan Carroll


	
 

	
 

	
 

	
● Amended
and Restated Operating Agreement dated April 1, 2017 between BDCO,
LE, and LEH

	


Expires April 1, 2020, upon written notice of either party of a
material breach, or upon 90 days’ notice by BDCO’s
Board of Directors if the Board determines the agreement is no
longer in BDCO’s best interests.

	


LEH is reimbursed at cost plus 5% for reasonable costs incurred
while LEH performs the Services.

	


N/A

	


BDCO



LEH


	
 

	
 

	
 

	
● Product
Sales Agreement between LE and LEH dated April 1, 2017 (jet fuel
sales)

	


Earliest to occur of: (i) one-year term expiring March 31, 2018
plus a 30-day carryover or (ii) delivery of the maximum quantity of
jet fuel.

	


$0.035 per gallon above relevant Platt’s Gulf Coast Pipeline
Index on the sales date plus cost of additives at $0.01635 per
gallon.

	


N/A

	


LEH


	
 

	
 

	
 

	
● Ground
Lease Agreement dated June 1, 2015 between LE and LRM

	


Terminates March 2035.

	


Base rent at $10,000 per month.

	


N/A

	


LRM


	
 

	
 

	
 

	
● Tolling
Agreement dated May 24, 2016 between LMT and LE (LE’s use of
barge loading facility in Ingleside, Texas)

	


5-year term expiring May 2021.

	


Monthly reservation fee of $50,400 up to 84,000 gallons per day;
additional $0.02 per gallon for tolling volumes greater than
210,000 per quarter.

	


N/A

	


LRM


	
 

	
 

	
 

	
● Tolling
Agreement dated October 1, 2015 between LRM, as Owner, and LE, as
Customer (LE’s use of certain Nixon Facility Processing
Units)

	


12-year term expiring October 2027.

	


Quarterly reservation fee of $180,000 up to 210,000 gallons per
quarter; additional $0.05 per gallon for tolling volumes greater
than 210,000 per quarter.

	


N/A

	


LRM


	
 

	
 

	
 

	
● Amended
and Restated Tank Lease Agreement dated January 1, 2016 between
Ingleside and LE (periodic additional product storage
needs)

	


Terminated April 2017.

	


N/A

	


N/A

	


Ingleside









 




 

A-2









Attachment “A”



Material Agreements and Indebtedness


 





 

  


	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







	
 

	


B.

	


Lazarus Refining & Marketing, LLC
(“LRM”)

	
● Loan
Agreement dated December 4, 2015 among Sovereign, as Lender, LRM,
as Borrower, and Jonathan Pitts Carroll, Sr., BDCO, LE, and LEH, as
Guarantors ($10.0 Million Veritex USDA Loan)

	


Matures December 2034.

	


Principal and interest paid monthly; interest accrues at Prime +
2.75%; monthly payment currently $74,111.

	


Secured by: (i) a second priority lien on the rights of LE in the
Nixon Facility and the other collateral of LE pursuant to a
security agreement; (ii) a first priority lien on the real property
interests of LRM; (iii) a first priority lien on all of LRM’s
fixtures, furniture, machinery and equipment; (iv) a first priority
lien on all of LRM’s contractual rights, general intangibles
and instruments, except with respect to LRM’s rights in its
leases of certain specified tanks, with respect to which Sovereign
has a second priority lien in such leases subordinate to a prior
lien granted by LRM to Sovereign to secure obligations of LRM under
the $2.0 Million Sovereign Loan; and (v) all other collateral as
described in the security documents

	


BDCO


LE



LEH


Jonathan
Carroll


	
 

	
 

	
 

	
● Loan
and Security Agreement dated May 2, 2014 among Sovereign and LRM
($2.0 Million Sovereign Loan)

	


Retired.

	


NA

	


Secured by assignment of certain leases of LRM and certain assets
of LEH; guaranteed by Jonathan Carroll.

	


Jonathan Carroll


	
 

	
 

	
 

	
● Master
Lease Agreement / Amended and Restated Schedule No. 001 dated
January 7, 2015 between LRM and Tetra Financial Group,
Inc.

	


Matures November 2017.

	


Quarterly payment of $44,258.

	


Secured by cash collateral.

	


N/A


	
 

	
 

	
 

	
● 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)

	


Terminates when $10.0 Million Veritex USDA Loan paid in
full.

	


2% fee per annum, paid monthly on outstanding balance.

	


N/A

	


Jonathan Carroll


	
 

	
 

	
 

	
● 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)

	

Terminates
when $2.0 Million Sovereign Loan paid in full.

	

2% fee
per annum, paid monthly on outstanding balance.

	

N/A

	


Jonathan Carroll


	
 

	
 

	
 

	
● Ground
Lease Agreement dated June 1, 2015 between LE and LRM

	

Terminates
March 2035.

	

Base
rent at $10,000 per month.

	

N/A

	


LE


	
 

	
 

	
 

	
● Tolling
Agreement dated October 1, 2015 between LRM, as Owner, and LE, as
Customer (LE’s use of certain Nixon Facility Processing
Units)

	

12-year
term expiring October 2027.


 


 


 


 


 

	

Quarterly
reservation fee of $180,000 up to 210,000 gallons per quarter;
additional $0.05 per gallon for tolling volumes greater than
210,000 per quarter.

	

N/A

	


LE






 


	
 

	


C.

	


Blue Dolphin Pipe Line Company (“BDPL”)

	
● Loan
and Security Agreement dated August 15, 2016 between LEH, as
Lender, and BDPL, as Debtor ($4.0 Million BDPL-LEH
Loan)

	


Matures August 2018.

	


$500,000 payment per year; balloon payment due at maturity;
interest accrues at 16.0%.

	


Secured by: (i) remaining payments due under Master Easement
Agreement between BDPL and FLNG Land II, Inc. and (ii) real
property (193 acres of BDPL-owned land) and fixtures and personal
property located in Freeport, Texas.

	


LEH


	
 

	


D.

	


Blue Dolphin Services Company

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


E.

	


Blue Dolphin Exploration Company

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


F.

	


Blue Dolphin Petroleum Company

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


G.

	


Petroport, Inc.

	


None

	


N/A

	


N/A

	


N/A

	


N/A






 




 




 

A-3









Attachment “A”



Material Agreements and Indebtedness


 







 

 


	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


I.

	
 

	


Lazarus Energy Holdings, LLC

	
● Note
Purchase Agreement dated December 6, 2006 between LEH, Lazarus
Refining & Marketing, LLC (previous LEH subsidiary), and
Louisiana I, Louisiana II, LE and LTRII, as Issuers, and John
Kissick and AP Energy Partners LLC, as Investors

	


SEE $2.0 MILLION KISSICK BRIDGE 1 AND $1.0 MILLION AP BRIDGE
PROMISSORY NOTES BELOW

	


N/A

	


N/A

	


N/A


	
 

	
 

	
 

	
● Promissory
Note (8% Senior Note Due 2007) dated December 6, 2006 between
Louisiana I, Louisiana II, LE and LTRII, as Issuers, and John
Kissick, as Holder ($2.0 Million Kissick Bridge 1)

	


Matured; past due.

	


Balloon payment due at maturity; accrues interest at 8.0%;
currently payments on demand.

	


Secured by Collateral Documents as defined in the Note Guaranty,
the Gatehouse Guaranty, and the Gatehouse Mortgage.

	


LEH


	
 

	
 

	
 

	
● Promissory
Note (8% Senior Note Due 2007) dated December 6, 2006 between
Louisiana I, Louisiana II, LE and LTRII, as Issuers, and AP Energy
Partners LLC, as Holder ($1.0 Million AP Bridge 1)

	


Matured; past due.

	


Balloon payment due at maturity; accrues interest at 8.0%;
currently payments on demand.

	


Secured by Collateral Documents as defined in the Note Guaranty,
the Gatehouse Guaranty, and the Gatehouse Mortgage.

	


LEH


	
 

	
 

	
 

	
● Note
Purchase Agreement dated February 21, 2007 between LEH, Lazarus
Refining & Marketing, LLC (previous LEH subsidiary), LE,
Louisiana I, Louisiana II, LTRII, as Issuers, and Initial
Noteholders, and Gatehouse Guarantor (~$2.9 Million Kissick Bridge
2)

	


Retired

	


N/A

	


N/A

	


N/A


	
 

	
 

	
 

	
● Promissory
Note (8% Senior Note) to John H. Kissick, as Holder ($1.0 Million
Kissick Bridge 3)

	


Matured; past due.

	


Balloon payment due at maturity; accrues interest at 8.0%;
currently payments on demand.

	


No security identified.

	


LEH


	
 

	
 

	
 

	
● Loan
and Security Agreement dated August 15, 2016 between John H.
Kissick, as Lender, and LEH, as Debtor ($4.0 Million Kissick 2016
Note)

	

Matures
October 2018.

	

$500,000
payment per year; balloon payment due at maturity; interest accrues
at 16.0%.

	

Secured
by substantially all of LEH’s personal property, as well as
(i) the Property described in that certain Deed of Trust, Mortgage,
Security Agreement, Assignment of Leases And Rents, Financing
Statement And Fixture Filing dated as of August 15, 2016,
executed by Debtor for the benefit of Lender; (ii) that
certain Easement Agreement dated as of December 11, 2013,
executed by BDPL and FLNG Land II, Inc.; and (iii) all Payment
Rights described in that certain Collateral
Assignment dated as of August 15, 2016, executed by Debtor in
favor of Lender.

	


John H. Kissick


	
 

	
 

	
 

	
● Promissory
Note with Notre Dame Investors, Inc., as Holder ($1.5 Million Notre
Dame/NDI Note)

	

Matures
July 2025.

	

Accrues
interest at 6.0%; current monthly payment of $13,068.

	

Secured
by promissory note between NALIC and LEH.

	


LTRII


	
 

	
 

	
 

	
● Promissory
Note dated May 21, 2013 between LEH, as Maker, and Scoggin LLC, as
Payee ($6.0 Million Scoggins Note)

	

Matures
December 2020.

	

Semi-annual
payments of $500,000.

	

Guaranteed
by Louisiana I, Louisiana II, and LTRII.

	


Louisiana I


Louisiana
II



LTRII






 

 

 



 

A-4






Attachment
“A”

Material
Agreements and Indebtedness

 





 

 


	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 









	
 

	
 

	
 

	
● Promissory
Note between North American Life Insurance Company, as Issuer, and
LEH, as Holder ($2.0 Million NALIC Note)

	

Matures
April 2024.

	

Accrues
interest at 8.0%; current monthly payment of $20,000 to David
Roberson.

	

No
security identified.

	


Jonathan Carroll


Gina
Carroll


	
 

	
 

	
 

	
● Loan
and Security Agreement dated August 15, 2016 between LEH, as
Lender, and BDPL, as Debtor ($4.0 Million BDPL-LEH
Loan)

	

Matures
August 2018.

	

$500,000
payment per year; balloon payment due at maturity; interest accrues
at 16.0%.

	

Secured
by: (i) remaining payments due under Master Easement Agreement
between BDPL and FLNG Land II, Inc. and (ii) real property (193
acres of BDPL-owned land) and fixtures and personal property
located in Freeport, Texas.

	


BDCO / BDPL


	
 

	
 

	
 

	
● Amended
and Restated Promissory Note dated June 30, 2017 between LEH, as
Lender, and BDCO, as Borrower (~$2.5 Million BDCO-LEH
Note)

	

Matures
January 2019.

	

Interest
accrues at 8.0%; balloon payment due at maturity.

	

N/A

	


BDCO


	
 

	
 

	
 

	
● Amended
and Restated Operating Agreement dated April 1, 2017 between BDCO,
LE, and LEH

	

Expires
April 1, 2020, upon written notice of either party of a material
breach, or upon 90 days’ notice by BDCO’s Board of
Directors if the Board determines the agreement is no longer in
BDCO’s best interests.

	

LEH is
reimbursed at cost plus 5% for reasonable costs incurred while LEH
performs the Services.

	

N/A

	


BDCO



LE


	
 

	
 

	
 

	
● Terminal
Services Agreement dated April 1, 2016 between LEH and LRM (storage
of jet fuel)

	

Terminated
April 2017.

	

N/A

	

N/A

	


LRM


	
 

	


A.

	


Lazarus Texas Refinery I, LLC (“LTRI”)

	
● Promissory
Note to National Oil Recovery Corporation, as Holder (~$2.7 Million
NORCO Note)

	


Retired.

	


N/A

	


N/A

	


N/A


	
 

	


B.

	


Lazarus Texas Refinery II, LLC (“LTRII”)

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


C.

	


Lazarus Louisiana Refinery, LLC (“Louisiana
I”)

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


D.

	


Lazarus Louisiana Refinery II, LLC (“Louisiana
II”)

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


E.

	


Lazarus Forest Products, LLC (“LFP”)

	
● Loan
Modification Agreement dated December 12, 2011 between One World
Bank, NA (“One World”), as Lender, LO, and LFP, as
Borrowers, and Jonathan P. Carroll, Sr. and LEH, as Guarantors (SEE
BELOW LFP USDA AND SBA LOANS)

	


No change to terms.

	


Principal and interest paid monthly; balloon payment due at
maturity.

	


Secured by collateral comprised of real estate described in the
Mortgages and the personal property described in the Security
Agreements; guaranteed by LEH and Jonathan Carroll.

	


LO


Jonathan
Carroll



LEH






 








 

A-5









Attachment “A”



Material Agreements and Indebtedness


 





 




	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







	
 

	
 

	
 

	
● Loan
Agreement dated December 21, 2009 between One World, as Lender, LO
and LFP, as Borrowers ($1.6 Million LFP SBA Loan)

	


Matures December 2019.

	


Principal and interest paid monthly; balloon payment due at
maturity; monthly payment currently $18,448.

	


Secured by collateral comprised of real estate described in the
Mortgages and the personal property described in the Security
Agreements; guaranteed by LEH and Jonathan Carroll.

	


LO


LEH



Jonathan Carroll


	
 

	
 

	
 

	
● Promissory
Note dated December 31, 2008 between One World, as Lender, and
J&D Lumber, Inc., as Borrower / Assumption Agreement dated
December 31, 2009 wherein LO and LFP assumed J&D Lumber’s
Obligations as Borrowers ($3.3 Million LFP USDA Loan)

	


Matures December 2028.

	


Principal and interest paid monthly; balloon payment due at
maturity; monthly payment currently $22,596.

	


Secured by collateral comprised of real estate described in the
Mortgages and the personal property described in the Security
Agreements; guaranteed by LEH and Jonathan Carroll.

	


LO


LEH



Jonathan Carroll


	
 

	


F.

	


Lazarus Oklahoma, LLC (“LO”)

	
● Loan
Modification Agreement dated December 12, 2011 between One World,
as Lender, LO, and LFP, as Borrowers, and Jonathan P. Carroll, Sr.
and LEH, as Guarantors (SEE BELOW LO USDA AND SBA
LOANS)

	


No change to term.

	


Principal and interest paid monthly; balloon payment due at
maturity.

	


Secured by collateral comprised of real estate described in the
Mortgages and the personal property described in the Security
Agreements; guaranteed by LEH and Jonathan Carroll.

	


LFP


Jonathan
Carroll



LEH


	
 

	
 

	
 

	
● Loan
Agreement dated December 21, 2009 between One World, as Lender, LO
and LFP, as Borrowers ($1.6 Million LO SBA Loan)

	


Matures December 2019.

	


Principal and interest paid monthly; balloon payment due at
maturity; monthly payment currently $18,448.

	


Secured by collateral comprised of real estate described in the
Mortgages and the personal property described in the Security
Agreements; guaranteed by LEH and Jonathan Carroll.

	


LFP


LEH



Jonathan Carroll


	
 

	
 

	
 

	
● Promissory
Note dated December 31, 2008 between One World, as Lender, and
J&D Lumber, Inc., as Borrower / Assumption Agreement dated
December 31, 2009 wherein LO and LFP assumed J&D Lumber’s
Obligations as Borrowers ($3.3 Million LO USDA Loan)

	


Matures December 2028.

	


Principal and interest paid monthly; balloon payment due at
maturity; monthly payment currently $22,596.

	


Secured by collateral comprised of real estate described in the
Mortgages and the personal property described in the Security
Agreements; guaranteed by LEH and Jonathan Carroll.

	


LFP


LEH


Jonathan
Carroll


	
 

	


G.

	


Lazarus Energy Development, LLC

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


H.

	


Lazarus Environmental, LLC

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


I.

	


Lazarus Marine Terminal I, LLC (“LMT”)

	
● Loan
and Security Agreement dated May 31, 2016 among Sovereign, as
Lender, and LMT, as Borrower ($1.0 Million Veritex
Loan)

	


Matures May 2019.

	


Principal and interest paid monthly; interest accrues at Prime +
2.75%; monthly payment currently $31,648.

	


Personal property of Borrower; guaranteed by Jonathan Carroll and
LEH

	


Jonathan Carroll


LEH


	
 

	
 

	
 

	
● Tolling
Agreement dated May 24, 2016 between LMT and LE (LE’s use of
barge loading facility in Ingleside, Texas)

	


5-year term expiring May 2021.

	


Monthly reservation fee of $50,400 up to 84,000 gallons per day;
additional $0.02 per gallon for tolling volumes greater than
210,000 per quarter.

	


N/A

	


LE


	
 

	


J.

	


Lazarus Midstream GP, LLC

	


None

	


N/A

	


N/A

	


N/A

	


N/A






 

 

 




 




 

A-6









Attachment “A”



Material Agreements and Indebtedness


 





 

 

  




	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







	
 

	


K.

	


Lazarus Midstream Partners, LP

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


L.

	


Lazarus Midstream LLC

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	


M.

	


Lazarus Midstream Acquisition Corp.

	


None

	


N/A

	


N/A

	


N/A

	


N/A


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 






 

 




 




 

A-7









Attachment “A”



Material Agreements and Indebtedness


 





 

 





	
 

	
 

	


Entity

	


Debt / Commercial Agreements

	


Term

	


Payment Structure

	


Liens / Security Interest

	


Related Party(ies)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







	


III.

	
 

	


Jonathan P. Carroll

	
 

	
 

	
 

	
 

	
 


	
 

	


A.

	


Ingleside Crude, LLC (“Ingleside”)

	
● Loan
Agreement dated July 18, 2013 between Green Bank, NA (“Green
Bank”), as Lender, and Ingleside, as Borrower ($1.9 Million
funded out of $3.2 Million)(Green Bank SBA Loan I)

	


Matures July 2023.

	


Monthly payment of principal and interest; interest accrues at
Prime + 2.75%; monthly payment currently $28,131.

	


Secured by 1st
perfected security interest, subject
to no other liens, in personal property (equipment and machinery);
pledge of corporate stock (100,000 shares of BDCO common stock), an
SBA guarantee, and a perfected 1st
lien and assignment of leases on all
existing, renovated and new tanks located at the Ingleside, Texas
tank farm; additional collateral includes assignment of life
insurance policy on Jonathan Carroll; loan guaranteed by Jonathan
Carroll.

	


Jonathan Carroll


	
 

	
 

	
 

	
● Construction
Loan Agreement dated October 7, 2015 between Green Bank, N.A., as
Lender, and Ingleside, as Borrower ($1.6 Million Green Bank SBA
Loan II)

	


Matures October 2025.

	


Principal and interest; interest accrues at Prime + 2.75%; monthly
payment currently $18,460.

	


Secured by all of Borrower’s property, now owned or hereafter
acquired and wherever located, together with all replacements,
accessions, proceeds, and products, to wit: all business assets,
including without limitation, all Equipment, Fixtures, Inventory,
Investment Property, Documents, Instruments, Chattel Paper,
Accounts, Contract Rights, Deposit Accounts, General Intangibles,
Intellectual Property and Farm Products, including without
limitation those items of property described in the Security
Agreement exhibits, incorporated therein for all purposes.;
guaranteed by Jonathan Carroll.

	


Jonathan Carroll


	
 

	
 

	
 

	
● Amended
and Restated Promissory Note dated March 31, 2017 between
Ingleside, as Lender, and BDCO, as Borrower (~$1.1 Million
BDCO-Ingleside Note)

	


Matures January 2019.

	


Interest accrues at 8.0%; balloon payment due at
maturity.

	


None

	


BDCO


	
 

	
 

	
 

	
● Amended
and Restated Tank Lease Agreement dated January 1, 2016 between
Ingleside and LE (periodic additional product storage
needs)

	


Terminated April 2017.

	


N/A

	


N/A

	


LE


	
 

	


B.

	


Lazarus Capital, LLC (f/k/a Lazarus Financial, LLC) (“Lazarus
Capital”)

	
● Amended
and Restated Promissory Note dated March 31, 2017 between Lazarus
Capital, as Lender, and BDCO, as Borrower (~$0.1 Million
BDCO-Carroll Note)

	


Matures January 2019.

	


Revolver; principal and interest paid quarterly; interest accrues
at 8.0%; payment 50% in cash and 50% in BDCO common
stock.

	


None

	


BDCO


	
 

	


C.

	


Carroll & Company Financial Holdings, LP

	


None

	


N/A

	


N/A

	


N/A

	


N/A









 

A-8








 





 


	


Lazarus Energy Holdings LLC and Related Entities


	


Notes Payable Summary


	


As of September 15, 2017


	


Rough Draft - Includes Estimates






 


	

Debt Description

	
 

 Principal

 

	
 

 Outstanding Interest

 

	
 

 Total

 

	
 

Maturity

 

	

 Payment Structure

	
 


	
 

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 

	
 


	

LEH Debt

	
 
 

 

	
 
 

 

	
 
 

 

	
 
 

 

	
 

	
 


	
Kissick
Bridge 1

	
  2,291,555 

	
  1,535,514 

	
  3,827,069 

	
 
Past-due

 

	
 Balloon
payment at maturity

	
 


	
AP
Bridge 1

	
  1,145,778 

	
  767,757 

	
  1,913,535 

	
 
Past-due

 

	
 Balloon
payment at maturity

	
 


	
Kissick
Bridge 2

	
  - 

	
  - 

	
  - 

	
 
 

 

	
 

	
*Retired


	
Kissick
Bridge 3

	
  1,000,000 

	
  576,512 

	
  1,576,512 

	
 
Past-due

 

	
 Balloon
payment at maturity

	
 


	
Kissick
2016 Note

	
  4,000,000 

	
  700,000 

	
  4,700,000 

	
 
10/31/18

 

	
 Balloon
payment at maturity

	
 


	
Notre
Dame Note

	
  1,107,483 

	
  132,898 

	
  1,240,381 

	
 

7/1/25

 

	
 Monthly
payments of $13,068

	
 


	
Scoggins
Note

	
  3,220,511 

	
  362,307 

	
  3,582,819 

	
 

12/15/20

 

	
 Semi-annual
payments of $500,000

	
 


	
North
America Life Ins. Co.

	
  1,252,319 

	
  - 

	
  1,252,319 

	
 

4/15/24

 

	
 Monthly
payments of $20,000

	
*Interest
through 2010


	

LEH Total

	
 $14,017,647 

	
 $4,074,988 

	
 $18,092,635 

	
 
 

 

	
 

	
 


	
 

	
    

	
    

	
    

	
 
 

 

	
 

	
 


	

LEH Subs Debt

	
    

	
    

	
    

	
 
 

 

	
 

	
 


	
LFP
One World Bank Loan (SBA)

	
  1,112,874 

	
  94,594 

	
  1,207,469 

	
 

12/21/19

 

	
 Monthly
payments of $18,448 with balloon at maturity

	
 


	
LO
One World Bank Loan (USDA)

	
  2,862,458 

	
  223,033 

	
  3,085,491 

	
 

12/31/28

 

	
 Monthly
payments of $22,596 with balloon at maturity

	
 


	
LTR
I Norco Note

	
  - 

	
  - 

	
  - 

	
 
 

 

	
 

	
*Retired


	
LMTI
Veritex Loan

	
  611,111 

	
  42,608 

	
  653,719 

	
 

5/31/19

 

	
 Monthly
payments of $31,648 (variable)

	
 


	

LEH Subs Total

	
 $4,586,444 

	
 $360,236 

	
 $4,946,680 

	
 
 

 

	
 

	
 


	
 

	
    

	
    

	
    

	
 
 

 

	
 

	
 


	

Blue Dolphin Debt

	
    

	
    

	
    

	
 
 

 

	
 

	
 


	
Related-Party
LEH Note

	
  500,000 

	
  - 

	
  500,000 

	
 

1/1/19

 

	
 Balloon
payment at maturity

	
 


	
(LE
Portion of LEH Note)

	
  - 

	
  - 

	
  - 

	
 
 

 

	
 

	
 


	
(LRM
Portion of LEH Note)

	
  277,747 

	
  - 

	
  277,747 

	
 
 

 

	
 

	
 


	
(Other
Portions of LEH Note)

	
  222,253 

	
  - 

	
  222,253 

	
 
 

 

	
 

	
 


	
Related-Party
IngCru Note

	
  1,123,404 

	
  - 

	
  1,123,404 

	
 
1/1/19

 

	
 Balloon
payment at maturity

	
 


	
(LE
Portion of IngCru Note)

	
  1,095,149 

	
  - 

	
  1,095,149 

	
 
 

 

	
 

	
 


	
(LRM
Portion of IngCru Note)

	
  3,000 

	
  - 

	
  3,000 

	
 
 

 

	
 

	
 


	
(Other
Portions of IngCru Note)

	
  25,254 

	
  - 

	
  25,254 

	
 
 

 

	
 

	
 


	
Related-Party
Carroll Note

	
  204,846 

	
  - 

	
  204,846 

	
  N/A 

	
 Revolver,
fully paid quarterly 50% in stock and 50% in cash

	
 


	
(LE
Portion of Carroll Note)

	
  156,846 

	
  - 

	
  156,846 

	
    

	
 

	
 


	
(LRM
Portion of Carroll Note)

	
  48,000 

	
  - 

	
  48,000 

	
    

	
 

	
 


	
(Other
Portions of Carroll Note)

	
  - 

	
  - 

	
  - 

	
    

	
 

	
 


	

Blue Dolphin Total

	
 $1,828,250 

	
 $- 

	
 $1,828,250 

	
    

	
 

	
 


	
 

	
    

	
    

	
    

	
    

	
 

	
 


	

Blue Dolphin Subs Debt

	
    

	
    

	
    

	
    

	
 

	
 


	
LE
Veritex Term Loan (USDA)

	
  23,440,052 

	
  30,000 

	
  23,470,052 

	
 

6/22/34

 

	
 Monthly
payments of $198,786 (variable)

	
 


	
LE
Notre Dame Loan (Kissick) (Deed)

	
  4,964,141 

	
  1,829,867 

	
  6,794,008 

	
 

1/2/18

 

	
 Balloon
payment at maturity

	
 


	
LRM
Veritex Term Loan (USDA)

	
  9,553,728 

	
  40,000 

	
  9,593,728 

	
 

12/4/34

 

	
 Monthly
payments of $74,111

	
 


	
LRM
Tetra Boiler Loan (Lease)

	
  44,258 

	
  - 

	
  44,258 

	
 

11/5/17

 

	
 Quarterly
payments of $44,258

	
 


	
LRM
Sovereign Term Loan

	
  - 

	
  - 

	
  - 

	
    

	
 

	
*Retired


	
BDPL
Related-Party LEH Loan (Freeport Deed)

	
  4,000,000 

	
  700,000 

	
  4,700,000 

	
 

8/15/18

 

	
 One
payment of $500,000 due, balloon payment at maturity

	
 


	

Blue Dolphin Subs Total

	
 $42,002,180 

	
 $2,599,867 

	
 $44,602,047 

	
    

	
 

	
 


	
 

	
    

	
    

	
    

	
    

	
 

	
 


	

Ingleside Crude Debt

	
    

	
    

	
    

	
    

	
 

	
 


	
Green
Bank Loan I (SBA)

	
  1,645,465 

	
  - 

	
  1,645,465 

	
 

7/18/23

 

	
 Monthly
payments of $28,131 (variable)

	
 


	
Green
Bank Loan II (SBA)

	
  1,400,107 

	
  - 

	
  1,400,107 

	
 

10/6/25

 

	
 Monthly
payments of $18,460 (variable)

	
 


	

Ingleside Crude Total

	
 $3,045,572 

	
 $- 

	
 $3,045,572