UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 8-K
 

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
May 16, 2014

Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
0-15905
(Commission File Number)
73-1268729
(IRS Employer Identification No.)

801 Travis Street, Suite 2100
Houston, TX 77002
(Address of principal executive office and zip code)
 
(713) 568-4725
(Registrant’s telephone number, including area code)
 
(Not Applicable)
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
[    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of such section, and is not deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 1.01 Entry into a Material Definitive Agreement .

On May 12, 2014, Blue Dolphin Energy Company, a Delaware corporation (the “Company”), Lazarus Energy, LLC, a Delaware limited liability company (“LE”) and a wholly owned subsidiary of the Company, and Lazarus Energy Holdings, LLC, a Delaware limited liability company (“LEH”) entered into an Amendment No. 1 to the Management Agreement (the “Amendment”).  The Amendment amends the Management Agreement (the “Management Agreement”) dated February 15, 2012, by and between the Company, LE, and LEH and makes the following modifications:
 
●      Amends the term of the Management Agreement by establishing that the earliest date that the Management Agreement shall expire is August 12, 2015.

●      Amends and restates the name of the Management Agreement from “Management Agreement” to “Operating Agreement”.

The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report Form 8-K, which is incorporated by reference into this Item 1.01.

 
 
 
 
 

Item 9.01                      Financial Statements and Exhibits.

(d)  
Exhibits.

10.1
Amendment No. 1 to Management Agreement dated May 12, 2014, by and among Lazarus Energy Holdings, LLC, Blue Dolphin Energy Company, and Lazarus Energy, LLC.
   
 
 
 
 
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:           May 16, 2014
 
 
Blue Dolphin Energy Company
 
   
 
/s/JONATHAN P. CARROLL
 
Jonathan P. Carroll
Chief Executive Officer, President, Assistant Treasurer and Secretary
(Principal Executive Officer)
 

 
 
 
 
 
 

 
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
 
THIS AMENDMENT NO. 1 to the MANAGEMENT AGREEMENT (the "Amendment" ), is made this 12th day of May, 2014 (the "Effective Date") by and among Lazarus Energy Holdings, LLC, a Delaware limited liability company ("LEH"), Blue Dolphin Energy Company, a Delaware corporation ("BDEC"), and Lazarus Energy, LLC, a Delaware limited liability company ("LE"). LEH, BDEC, LE are sometimes referred to herein as the "Parties," and individually as a "Party".
 
WHEREAS, on February 15, 2012, LEH, BDEC, and LE entered into that certain Management Agreement (the "Existing Agreement") to engage LEH to manage BDEC and all of its subsidiaries and operate all of BDEC' s assets including the Refinery; and
 
WHEREAS the Parties desire to amend the Existing Agreement to read as set forth herein.
 
NOW, THEREFORE, in consideration of the foregoing which are incorporated herein as though set forth in full, and Ten and No/ 100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as to amend the Existing Agreement to read as follows:
 
1.            Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
 
2.            Amendments to the Existing Agreement. As of the Effective Date, the Existing Agreement is hereby amended or modified as follows:
 
(a)   The name of the Existing Agreement shall be amended and restated by deleting the words "Management Agreement" and substituting in lieu thereof the words "Operating Agreement".
 
(b)   Paragraph 6 of the Existing Agreement is hereby amended by deleting the words "the expiration of the 'Initial Term' provided for in the Joint Marketing Agreement which is August 12, 2014" from subsection (a)(ii) of such Paragraph and substituting in lieu thereof the words "August 12, 2015".
 
3.            Date of Effectiveness: Limited Effect. This Amendment will become effective on the Effective Date. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.
 

 
 
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4.           Miscellaneous.
 
(a)   This Amendment is governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions of such State.
 
(b)   This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
 
(c)   The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
 
(d)   This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
 
(e)   This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
 

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.


                                                                           
  LAZARUS ENERGY HOLDINGS, LLC      BLUE DOLPHIN ENERGY COMPANY 
         
By:
/s/ JONATHAN P. CARROLL
 
By:
/s/ TOMMY L. BYRD
 
Director
   
Interim Chief Financial Officer