Blueprint





  Exhibit
10.1











 



FOURTH AMENDMENT TO THE SETTLEMENT AGREEMENT

 


This
Fourth Amendment to the Settlement Agreement (this
“Fourth
Amendment”), dated as of March 19, 2019, 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, on
November 15, 2018, the Parties executed the Second Amendment to the
Settlement Agreement (the “Second Amendment”) to
further amend the Settlement Agreement;


 


WHEREAS, on
December 19, 2018, the Parties executed the Third Amendment to the
Settlement Agreement (the “Third Amendment”) to
further 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 Fourth 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 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 June 13,
2019, 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 July 15, 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:


 


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


 



[Signature Pages Follow]


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


 




 








 






IN
WITNESS WHEREOF, the undersigned have caused this Fourth 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/
ROBERT 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:

	

Jonathan
Carroll


	

Title:

	

President







 

 


	

By:

	

/s/
JONATHAN CARROLL


	
 

	

Jonathan
Carroll