AGREEMENT AND PLAN OF MERGER AMONG BLUE DOLPHIN ENERGY COMPANY, BDCO MERGER SUB, INC. AND AMERICAN RESOURCES OFFSHORE, INC. DATED AS OF AUGUST 30, 2001 TABLE OF CONTENTS(1)Merger Agreement • August 31st, 2001 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.1 January 1, 2005 MCNIC Offshore Pipeline & Processing Company 2000 Second Avenue, 688 WCB Detroit, Michigan 48226 Attention: General Counsel Re: Asset Purchase Agreement dated February 1, 2002 by and among MCNIC Offshore Pipeline &...Asset Purchase Agreement • March 3rd, 2005 • Blue Dolphin Energy Co • Crude petroleum & natural gas
THIRD AMENDMENT TO LOAN AGREEMENT DATED JANUARY 14, 1994 BY AND AMONG BLUE DOLPHIN ENERGY COMPANY, BLUE DOLPHIN PIPE LINE COMPANY, BUCCANEER PIPE LINE CO., MISSION ENERGY, INC. D/B/A MEI MISSION ENERGY, INC., BLUE DOLPHIN EXPLORATION COMPANY,...Loan Agreement • March 31st, 1997 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 2.2 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Amendment No. 1"), dated as of January 15, 2002, by and among Blue Dolphin Energy...Agreement and Plan of Merger • January 16th, 2002 • Blue Dolphin Energy Co • Crude petroleum & natural gas
EXHIBIT 99.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of [________], 2006 between Blue Dolphin Energy Company, a Delaware corporation (the "Company"), and __________ ("Indemnitee")....Indemnification Agreement • November 17th, 2006 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Delaware
ARTICLE I DEFINITIONSStock Purchase Agreement • May 16th, 2006 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
ASSET PURCHASE AGREEMENT by and amongAsset Purchase Agreement • March 21st, 2003 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 20th, 2001 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.3Consulting Agreement • September 14th, 2004 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXECUTION VERSION PARTICIPATION AGREEMENTParticipation Agreement • October 22nd, 1999 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
ARTICLE 1 ---------Purchase and Sale Agreement • July 24th, 2002 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
SECOND AMENDMENT TO LOAN AGREEMENT DATED JANUARY 14, 1994 BY AND AMONG BLUE DOLPHIN ENERGY COMPANY, BLUE DOLPHIN PIPE LINE COMPANY, BUCCANEER PIPE LINE CO., MISSION ENERGY, INC. D/B/A/ MEI MISSION ENERGY, INC., BLUE DOLPHIN EXPLORATION COMPANY,...Loan Agreement • March 29th, 1996 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
May 21, 1999Letter of Intent • June 1st, 1999 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Delaware
PROMISSORY NOTE --------------- $2,000,000.00 Houston, Texas Effective July 31, 2009 For value received, LAZARUS LOUISIANA REFINERY II, LLC ("Borrower"), promises to pay to the order of BLUE DOLPHIN ENERGY COMPANY ("Lender") at 801 Travis Street,...Promissory Note • August 6th, 2009 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
RECITALS:Waiver Agreement • May 2nd, 2005 • Blue Dolphin Energy Co • Crude petroleum & natural gas
THIS WAIVER AGREEMENT is entered into by Blue Dolphin Energy Company, a Delaware corporation (the "Company"), and ________________ (the "Investor") Certain capitalized terms not defined herein have the meanings assigned to them in the Purchase Agreement (as defined below).
ARTICLE 1 ---------Asset Purchase and Sale Agreement • November 6th, 2002 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
FIRST AMENDMENT TO LOAN AGREEMENT DATED JANUARY 14, 1994 BY AND AMONG BLUE DOLPHIN ENERGY COMPANY, BLUE DOLPHIN PIPE LINE COMPANY, BUCCANEER PIPE LINE CO., MISSION ENERGY, INC. D/B/A/ MEI MISSION ENERGY, INC., IVORY PRODUCTION CO., BLUE DOLPHIN...Loan Agreement • March 29th, 1996 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 99.1Shareholder Voting Agreement • September 14th, 2004 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Delaware
RECITALS:Note Modification Agreement • May 2nd, 2005 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.30 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 15th, 1999 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
Exhibit 10.9 PLACEMENT AGENCY AGREEMENT This Placement Agency Agreement (this "Agreement") is made and entered into as of May 27, 2005 (the "Effective Date"), by and between Blue Dolphin Energy Company, a Delaware corporation (the "Company"), and...Placement Agency Agreement • March 30th, 2006 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
EXHIBIT BWarrant Certificate • September 14th, 2004 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
WITNESSETH:Asset Purchase Agreement • March 15th, 1999 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • November 16th, 2020 • Blue Dolphin Energy Co • Crude petroleum & natural gas
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
LOAN AND OPTION AGREEMENTLoan and Option Agreement • August 6th, 2009 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Delaware
RECITALSPurchase and Sale Agreement • January 31st, 2001 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
SECURITY AGREEMENTSecurity Agreement • December 10th, 2015 • Blue Dolphin Energy Co • Crude petroleum & natural gas
Security Agreement dated December 4, 2015 of Lazarus Refining & Marketing, LLC, a Delaware limited liability company (hereinafter referred to as the “Debtor”) in favor of Sovereign Bank (“Lender”).
COLLATERAL ASSIGNMENTCollateral Assignment • May 8th, 2014 • Blue Dolphin Energy Co • Crude petroleum & natural gas
THIS COLLATERAL ASSIGNMENT (as amended, modified or restated from time to time, this “Assignment”) dated as of MAY 2, 2014 (the “Effective Date”), is executed by LAZARUS REFINING & MARKETING, LLC, a Delaware limited liability company (“Debtor”), with offices at 801 Travis Street, Suite 2100, Houston, TX 77002, for the benefit of SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”) with offices at 17950 Preston Road, Suite 500, Dallas, TX 75252.
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • May 21st, 2012 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
This Intercreditor and Subordination Agreement (the “Agreement”) is entered into this 29 th day of September 2008 by and between NOTRE DAME INVESTORS, INC., an Arizona corporation (“Notre Dame”), ROLAND OBERLIN, as Successor Escrow Agent (“Oberlin”), LAZARUS ENERGY LLC, a Delaware limited liability company (“Lazarus”) and FIRST INTERNATIONAL BANK (“Lender”). Oberlin and Notre Dame are hereafter collectively referred to as the “Subordinated Creditors”.
GUARANTY AGREEMENTGuaranty Agreement • June 26th, 2015 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
THIS GUARANTY AGREEMENT (as amended, modified or restated from time to time, this “Guaranty”) dated as of JUNE 22nd, 2015 (the “Effective Date”), is executed by JONATHAN PITTS CARROLL, SR. (“Jonathan”), BLUE DOLPHIN ENERGY COMPANY, a Delaware corporation (“BD”), and by LAZARUS ENERGY LLC, a Delaware limited liability company (“LE”, and together with Jonathan and BD, individually and collectively, and jointly and severally, “Guarantor”), whose address for notice purposes are set forth on the signature page hereto, for the benefit of SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”) with offices at 17950 Preston Road, Suite 500, Dallas, TX 75252.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 19th, 2016 • Blue Dolphin Energy Co • Crude petroleum & natural gas
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of August 15, 2016 (the “Effective Date”), is between LAZARUS ENERGY HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), and Blue Dolphin Pipe Line Company, a Delaware corporation (“Debtor”).
LOAN AGREEMENT AMONG Sovereign Bank As Lender Lazarus Marketing & Refining, LLC As Borrower and Jonathan Pitts Carroll, Sr., Blue Dolphin Energy Company, Lazarus Energy LLC and Lazarus Energy Holdings LLC As GuarantorsLoan Agreement • December 10th, 2015 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
This Loan Agreement is made and entered this 4th day of December, 2015, by and among Sovereign Bank (“Lender”), Lazarus Refining & Marketing, LLC, a Delaware limited liability company (“Borrower”), and Jonathan Pitts Carroll, Sr., a Texas resident (“Carroll”), Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin”), Lazarus Energy LLC, a Delaware limited liability company (“Lazarus Energy”), and Lazarus Energy Holdings LLC, a Delaware limited liability company (“LEH”, and jointly and severally together with Carroll, Blue Dolphin and Lazarus Energy, collectively “Guarantor” or “Guarantors”).
EXHIBIT 7.4 VOTING AND SUPPORT AGREEMENT AND IRREVOCABLE PROXYVoting and Support Agreement • October 22nd, 1999 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
BY AND AMONGPurchase and Sale Agreement • March 15th, 1999 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
PLEDGE AGREEMENTPledge Agreement • May 8th, 2014 • Blue Dolphin Energy Co • Crude petroleum & natural gas • Texas
THIS PLEDGE AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of MAY 2, 2014 (the “Effective Date”), is between SOVEREIGN BANK, a Texas state bank (“Lender”), and LAZARUS ENERGY HOLDINGS LLC, a Delaware limited liability company (“Pledgor”).
