EXHIBIT 10.2
P&H DRAFT
For Discussion Purposes Only
September 10, 2004
__________________, 2004
Blue Dolphin Energy Company
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Blue Dolphin Pipeline Company
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Western Gulf Pipeline Partners, LP
(as Collateral Agent for certain Investors)
c/o Peregrine Management, LLC,
00000 Xx. Xxxx'x Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Re: The Deeds of Trust Referenced on Attached EXHIBIT A (collectively,
and in each case as amended, restated or otherwise modified from
time to time, the "DOCUMENTS")/Consent to Certain Liens
Ladies and Gentlemen:
Reference is hereby made to the Documents. Pursuant to your request and
pursuant to Section 2.14 of each of the Deeds of Trust listed on attached
EXHIBIT A, Tetra Applied Technologies, Inc. ("TETRA"), hereby (a) consents to
permit Blue Dolphin Pipe Line Company to enter into, and grant the liens and
security interests under, that certain Deed of Trust, Mortgage, Assignment of
Proceeds, Security Agreement and Financing Statement dated on or about the same
date as this letter to X. Xxxxxxx Xxxxxx, Trustee, for the benefit of Western
Gulf Pipeline Partners, LP, as Collateral Agent for certain Investors ("NEW
LENDER") covering the collateral described therein, and (b) agrees that the
execution and delivery of, and the granting of the liens and security interests
under, the foregoing Deeds of Trust shall not constitute a default under the
Documents.
Nothing herein shall constitute an agreement, offer, or commitment by
Tetra to waive any other provision or covenant contained in the Documents.
Capitalized terms used herein without definition shall have the meanings given
to them in the Documents.
Tetra does hereby certify, warrant and represent unto, and agrees with,
New Lender as follows:
1. Neither the Salvage Contract (as defined in the Documents) nor the
Documents have been modified or amended in any manner.
2. To the best knowledge and belief of Tetra, no uncured breaches or
defaults exist under the Salvage Contract or the Documents.
3. The unpaid balance of the Salvage Contract on this date is $668,000.
4. The remaining payment schedule under the Salvage Contract is as set
forth in the letter from Blue Dolphin Exploration Company to Tetra dated August
18, 2004 attached hereto as Exhibit B.
5. To the best knowledge and belief of Tetra, no amount other than the
outstanding amount under the Salvage Contract is claimed to be owing or secured
by the Documents.
THIS LETTER IS A DOCUMENT AND THIS LETTER AND THE OTHER DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
TETRA:
TETRA APPLIED TECHNOLOGIES, INC.
By: ____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT A
(DOCUMENTS)
1. Deed of Trust, Mortgage, Assignment of Proceeds, Security Agreement and
Financing Statement dated as of August 28, 2001, by Blue Dolphin Pipe Line
Company to Xxxxxxxx X. Xxxxxx, Trustee, for the benefit of Lender, as
recorded under Clerk's File Nos. 00-0000000 and 01-041607 in the Real
Property Records of Brazoria County, Texas
2. Deed of Trust, Mortgage, Assignment of Proceeds, Security Agreement and
Financing Statement dated as of August 28, 2001, by Mission Energy, Inc.
d/b/a MEI Mission Energy, Inc., to Xxxxxxxx X. Xxxxxx, Trustee, for the
benefit of Lender as recorded under Clerk's File Nos. 00-0000000 and
01-041606 in the Real Property Records of Brazoria County, Texas
3. Deed of Trust, Mortgage, Assignment of Proceeds, Security Agreement and
Financing Statement dated as of August 28, 2001, by Buccaneer Pipe Line
Co., to Xxxxxxxx X. Xxxxxx, Trustee, for the benefit of Lender as recorded
under Clerk's File Nos. 00-0000000 and 01-041608 in the Real Property
Records of Brazoria County, Texas
