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”).

 

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.

 

 

 

 

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;

 

 

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;

 

 

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

 

 

 

 

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.

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

 

 

LAZARUS ENERGY, LLC

 

 

BLUE DOLPHIN ENERGY COMPANY

 

 

LAZARUS ENERGY HOLDINGS, LLC

 

 

NIXON PRODUCT STORAGE, LLC

 

 

CARROLL & COMPANY FINANCIAL HOLDINGS, L.P.