Attached files
file | filename |
---|---|
8-K - PRIMARY DOCUMENT - BLUE DOLPHIN ENERGY CO | bdco_8-k.htm |
Exhibit
10.1
THIRD AMENDMENT TO THE SETTLEMENT AGREEMENT
This
Third Amendment to the Settlement Agreement (this
“Third
Amendment”), dated as of December 19, 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, on
November 15, 2018, the Parties executed the Second Amendment to the
Settlement Agreement (the “Second 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 Third 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
Third Amendment shall have the meanings given to such terms in the
Settlement Agreement.
1
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 March 15,
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 April 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:
May 1,
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 Third 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 Third 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 Third 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 Third Amendment, the Settlement Agreement, the First
Amendment, and the Second Amendment are unaffected and shall
continue in full force and effect in accordance with their terms.
If there is a conflict between this Third Amendment, the Second
Amendment, the First Amendment, and the Settlement Agreement, the
terms of this Third Amendment will prevail.
[Signature Pages Follow]
2
IN
WITNESS WHEREOF, the undersigned have caused this Third 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
|
3