Eighth Amendment to Letter Agreement between GEL Tex Marketing, LLC, Lazarus Energy, LLC, Blue Dolphin Energy Company, Lazarus Energy Holdings, LLC, and Jonathan Carroll dated May 23, 2018

EX-10.1 2 bdco_ex101.htm EIGHTH AMENDMENT TO LETTER AGREEMENT Blueprint
  Exhibit 10.1
 
Eighth Amendment to Letter Agreement
 
May 23, 2018
 
Jonathan Carroll
Lazarus Energy, LLC
 
Blue Dolphin Energy Company
Lazarus Energy Holdings, LLC
 
By Electronic Mail ( ***@***)
 
Re:            
GEL Tex Marketing, LLC v. Lazarus Energy, LLC
Eighth Amendment to the Stipulation Regarding Confirmation and
 
Enforcement of Final Award Dated September 18, 2017
 
Dear Jonathan,
 
This is an eighth amendment (the “Eighth Amendment”) to the Stipulation Regarding Confirmation and Enforcement of Final Award Dated September 18, 2017 (as amended, the “Letter Agreement”). All capitalized terms used but not otherwise defined in this Eighth Amendment shall have the meanings given to such terms in the Letter Agreement.
 
Pursuant to the Letter Agreement, GEL Tex and the Lazarus Parties agreed to continue the District Court hearing to confirm the Final Award in Cause No. 2016-28397 for no more than 90 days (the “Continuance Period”). Pursuant to the Amendment to Letter Agreement dated November 1, 2017 (the “First Amendment”), GEL Tex had the right to terminate the Letter Agreement on November 28, 2017. Pursuant to the Second Amendment to Letter Agreement dated November 28, 2017 (the “Second Amendment’), GEL Tex had the right to terminate the Letter Agreement on December 31, 2017. Pursuant to the Third Amendment to Letter Agreement dated December 27, 2017 (the “Third Amendment”), GEL Tex had the right to terminate the Letter Agreement on February 1, 2018. Pursuant to the Fourth Amendment to the Letter Agreement dated February 1, 2018 (the “Fourth Amendment”), GEL Tex had the right to terminate the Letter Agreement on February 28, 2018. Pursuant to the Fifth Amendment to the Letter Agreement dated February 28, 2018 (the “Fifth Amendment”), GEL Tex had the right to terminate the Letter Agreement on March 30, 2018. Pursuant to the Sixth Amendment to the Letter Agreement dated March 26, 2018 (the “Sixth Amendment”), GEL Tex has the right to terminate the Letter Agreement on April 30, 2018. Pursuant to the Seventh Amendment to the Letter Agreement dated April 27, 2018 (the “Seventh Amendment”), GEL Tex has the right to terminate the Letter Agreement on May 31, 2018. In order to facilitate ongoing settlement discussions, GEL Tex and the Lazarus Parties agree to extend the Continuance Period further with certain conditions. Accordingly, GEL Tex and the Lazarus Parties further amend the Letter Agreement and agree to the following:
 
●
The Continuance Period shall be extended to and including June 29, 2018.
 
 
 
 
●
Prior to June 1, 2018, in consideration of the extension to June 29, 2018, the Lazarus Parties shall pay $500,000.00 to GEL Tex, which will be applied to reduce the balance of the Final Award.
 
 
●
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 June 1, 2018 and June 29, 2018, from time to time, upon Opportune LLP’s request, the Lazarus Parties and their affiliates shall continue to grant Opportune LLP access to examine the books and records of the Lazarus Parties and all of their respective affiliates.
 
●
The Lazarus Parties shall not make any prepayments on any debts listed in Attachment A to the Letter Agreement. Except as described below, the Lazarus Parties and GEL Tex agree that the only debts the Lazarus Parties can pay before the end of the Continuance Period are the debts payable in the ordinary course of business as described in the Letter Agreement.
 
●
Between June 1, 2018 and June 29, 2018, 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 to the Letter Agreement;
 
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 to the Letter Agreement; 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 to the Letter Agreement.
 
●
GEL Tex and the Lazarus Parties agree that this Eighth 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 Eighth 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.
 
 
 
 
●
Except as set forth in this Eighth Amendment, the Letter Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, and the Seventh Amendment are unaffected and shall continue in full force and effect in accordance with their terms. If there is a conflict between the Eighth Amendment, the Seventh Amendment, the Sixth Amendment, the Fifth Amendment, the Fourth Amendment, the third Amendment, the Second Amendment, the First Amendment, and the Letter Agreement, the terms of this Eighth Amendment will prevail.
 
 
[Signature Pages Follow]
 
 
 
 
 
 
 
 
 
 
 
 
 
- 3 -
 
 
 
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 Eighth Amendment with the 165th Judicial District Court.
 
 
Very truly yours,
 
Haynes & Boone LLP 
 
 
/s/ CHARLES A. BECKHAM, JR.
Charles A. Beckham, Jr.
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
 
 
/s/ FRANK A. MEROLA
Frank A. Merola Attorney for Lazarus Energy, LLC
 
 
 
 
- 4 -