Fifth Amendment to Letter Agreement
Exhibit 10.2
February 28, 2018
Xxxxxxxx Xxxxxxx
Xxxxxxx Energy, LLC
Lazarus Energy Holdings, LLC
By Electronic Mail (XXxxxxxx@xxxxxxxxxxxxx.xxx)
Re:
GEL Tex Marketing, LLC x. Xxxxxxx Energy, LLC
Fifth Amendment to the Stipulation Regarding Confirmation
and
Enforcement of Final Award Dated September 18, 2017
Dear Xxxxxxxx,
This is a fifth amendment (the "Fifth 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 Fifth
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 has the right to terminate the Letter
Agreement on February 28, 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 March 30,
2018.
●
Prior
to March 1, 2018, in consideration of the extension to March 30,
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 Xxxxxxxx and Xxxx Xxxxxxx, the Xxxxxxx Parties agree that
between March 1, 2018 and March 30, 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.
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●
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
March 1, 2018 and March 30, 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 Xxxxxxxx Xxxxxxx (Guaranty Fee Agreement ties to
$25.0 Million Veritex USDA Loan; amounts owed to Xxxxxxxx Xxxxxxx
captured under ~$1.0 million BDCO-Xxxxxxx 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 Xxxxxxxx Xxxxxxx (Guaranty Fee Agreement ties to
$10.0 Million Veritex USDA Loan; amounts owed to Xxxxxxxx Xxxxxxx
captured under ~$1.0 million BDCO-Xxxxxxx 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 Xxxxxxxx Xxxxxxx (Guaranty Fee Agreement ties to
$2.0 Million Sovereign Loan; amounts owed to Xxxxxxxx Xxxxxxx
captured under ~$1.0 million BDCO-Xxxxxxx Note) as described on
page A-3 of Attachment A to the Letter Agreement.
●
GEL
Tex and the Lazarus Parties agree that this Fifth 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 Fifth 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 Fifth Amendment, the Letter Agreement, the
First Amendment, the Second Amendment, the Third Amendment, and the
Fourth Amendment are unaffected and shall continue in full force
and effect in accordance with their terms. If there is a conflict
between the Fifth Amendment, the Fourth Amendment, the Third
Amendment, the Second Amendment, the First Amendment, and the
Letter Agreement, the terms of this Fifth Amendment will
prevail.
[Signature Pages Follow]
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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 Fifth Amendment with
the 165th Judicial District Court.
Very truly yours,
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Xxxxxx & Xxxxx LLP
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/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Attorney for GEL Tex Marketing, LLC
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Agreed:
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/s/ XXXXXXXX XXXXXXX
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Xxxxxxxx Xxxxxxx, in his individual capacity
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Lazarus Energy, LLC
Lazarus Energy Holdings, LLC
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/s/ XXXXXXXX XXXXXXX
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By:
Xxxxxxxx Xxxxxxx
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Stroock & Stroock & Xxxxx LLP
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/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Attorney for Lazarus Energy, LLC
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