Attached files
Exhibit
10.1
AMENDED AND RESTATED NOTE
THIS AMENDED AND RESTATED
PROMISSORY NOTE (this
“Amended
Note”) is effective as of
June 30, 2017, by and between BLUE DOLPHIN ENERGY
COMPANY (the
"Borrower")
and LAZARUS
ENERGY HOLDINGS, LLC ("Lender").
WHEREAS, on March 31, 2017, Lender and Borrower
entered that certain Promissory Note (the
“Original
Note”) wherein Borrower
promised to pay Lender a principal amount of $440,815 (the
“Original
Principal”) plus any
accrued but unpaid interest;
WHEREAS, the Original Principal increased by
$2,043,482 at June 30, 2017 (the “Principal
Increase,”) and together
with the Original Principal the “Amended
Principal”);
WHEREAS,
Borrower and Lender desire to amend and restate the Original Note
to reflect the Amended Principal.
NOW,
THEREFORE, in consideration of the premises, the agreements
hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby covenant and agree as follow:
PRINCIPAL BALANCE.
Borrower promises to pay to the order
of Lender the aggregate unpaid balance of the Amended Principal
plus any subsequent additions (an “Advance,”
and together with the Amended Principal the
“Principal
Balance” plus any accrued
but unpaid interest pursuant to the terms and conditions set forth
herein.
PAYMENT. The Principal Balance of this Amended Note
plus any accrued but unpaid interest shall be due and payable on
January 1, 2019 (the “Maturity
Date”).
INTEREST. This Amended Note shall bear interest,
compounded annually, at eight percent (8%).
PREPAYMENT. Borrower shall have the right at any time
and from time to time to prepay this Amended Note, in whole or in
part, without premium or penalty.
REMEDIES. No delay or omission on part of the holder
of this Amended Note in exercising any right hereunder shall
operate as a waiver of any such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion
be deemed a bar to or waiver of the same or any other right on any
future occasion. The rights and remedies of the Lender shall
be cumulative and may be pursued singly, successively, or together,
in the sole discretion of the Lender.
SUBORDINATION.
Borrower's obligations under this Amended Note are subordinated to
all indebtedness of Borrower to any unrelated third party lender to
the extent such indebtedness is outstanding on the date of this
Amended Note and such subordination is required under the loan
documents providing for such indebtedness.
EXPENSES. In the event any payment under this Amended
Note is not paid by the Maturity Date, Borrower agrees to pay, in
addition to the Principal Balance plus any accrued but unpaid
interest, reasonable attorneys' fees not exceeding a sum equal to
fifteen percent (15%) of the then outstanding amount owing on this
Amended Note, plus all other reasonable expenses incurred by Lender
in exercising any of its rights and remedies upon
default.
GOVERNING
LAW. This Amended Note
shall be governed by, and construed in accordance with, the laws of
the State of Texas.
[Remainder of page intentionally left blank; signature page to
follow.]
IN WITNESS
WHEREOF, Borrower has
executed this Amended Note as of the day and year first above
written.
__/s/ JONATHAN P. CARROLL __ (LENDER
SIGNATURE)
LAZARUS ENERGY HOLDINGS, LLC
__/s/ TOMMY L. BYRD_______ (BORROWER
SIGNATURE)
BLUE DOLPHIN ENERGY COMPANY