BDCO Blue Dolphin Energy Company (QX)

Item 1.01 Entry into a Material Definitive Agreement.

On April 30, 2023, Lazarus Energy, LLC, a Delaware limited liability company (“LE”) and wholly owned subsidiary of Blue Dolphin Energy Company, and John H. Kissick (“Note Holder”) entered into a Payment Agreement, pursuant to which Note Holder agreed to modify the payment terms of a Promissory Note dated June 1, 2006 (as subsequently amended, restated, supplemented, or modified, the “Note”). As of March 31, 2023, principal and accrued interest under the Note totaled $11,205,516 (the “Payoff Amount”). Pursuant to the Payment Agreement, LE will make monthly payments on the Note in the amount of $500,000 beginning in April 2023 and continuing through and including February 2025. In March 2025, LE shall make a final payment of approximately $444,000 resulting in aggregate payments to the Note totaling the Payoff Amount plus any unpaid accrued interest then outstanding. Effective April 1, 2023, interest accrues under the Note at 6.25% per year.

LE made payments of $500,000 to Note Holder on April 7 and May 1 of 2023. If LE continues to make payments as contemplated by the Payment Agreement, Note Holder has agreed to forbear from exercising any of its remedies under the Note related to existing defaults. If LE fails to make any payment under the Payment Agreement when due, and such failure continues for thirty (30) calendar days following the due date, Note Holder’s agreement to forbear shall terminate automatically without further act or action by Note Holder and Note Holder shall have the immediate right to exercise its rights and remedies under the Note or applicable law or in equity. In addition, as of the thirteenth calendar day following failure to make any payment, the modified payment and interest terms contemplated by this Payment Agreement shall be of no further force or effect and the terms of the Note as the date immediately prior to the date of the Payment Agreement shall again be applicable to LE and Note Holder.

The foregoing description of the Payment Agreement constitutes only a summary thereof and is qualified in its entirety by reference to the text thereof, which is attached hereto as Exhibit 10.1.