Item 1.01 Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2019, Nixon Product Storage, LLC, a Delaware limited liability company and wholly owned subsidiary of Blue Dolphin Energy Company ("Blue Dolphin"), and Pilot Travel Centers LLC ("Pilot"), a Delaware limited liability company, entered into a Terminal Services Agreement, pursuant to which NPS agreed to store jet fuel purchased by Pilot at the Nixon facility. On August 25, 2022, Pilot provided the required 60-days' notice of its intent to terminate the Terminal Services Agreement, which became effective on October 24, 2022. As of the Terminal Services Agreement termination date, approximately 185,000 bbls of Pilot's jet fuel remained at the Nixon facility.

On October 28, 2022, Pilot commenced an action and application for a temporary restraining order ("TRO") against NPS in Harris County District Court (the "Texas Action"). After a hearing on the application on October 28, 2022, Pilot's application for the TRO was denied the same day.

On December 2, 2022, NPS filed its answer in the Texas Action. On December 6, 2022, NPS provided notice of its intent to sell the remaining inventory of Pilot's jet fuel at the Nixon facility by January 7, 2023. After a series of negotiations, NPS agreed to forbear from exercising its remedies while the parties explored a potential compromise of the dispute. The parties entered a Forbearance and Accommodation Agreement on January 12, 2023, with the forbearance period terminating on February 28, 2023. As part of the Forbearance and Accommodation Agreement, Pilot paid NPS approximately $1.5 million on January 13, 2023.

On March 31, 2023, NPS and Pilot executed an Amendment to the Forbearance and Accommodation Agreement ("March 31 Amendment") with the forbearance term extending to June 15, 2023. As part of the March 31 Amendment, Pilot paid NPS approximately $1.1 million on April 3, 2023. The March 31 Amendment also requires a conditional payment of approximately $0.2 million on June 1, 2023. Pursuant to the March 31 Amendment all deadlines in the Texas Action have been tolled through June 15, 2023.

The foregoing description of the Forbearance and Accommodation Agreement and the Amendment to the Forbearance and Accommodation Agreement constitute only a summary thereof and are qualified in their entirety by reference to the text thereof, which are attached hereto as Exhibits 10.1 and 10.2, respectively. Certain identified information in Exhibit 10.1 is redacted; such information is both not material and is the type that Blue Dolphin treats as private and confidential.






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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



  10.1     Forbearance and Accommodation Agreement dated January 12, 2023 by and
         between Pilot Travel Centers LLC and Nixon Product Storage, LLC.**

           Amendment to Forbearance and Accommodation Agreement dated March 31,
  10.2   2023 by and between Pilot Travel Centers LLC and Nixon Product Storage,
         LLC.

** Certain information redacted as confidential under Regulation S-K, Item 601(b)(10)(iv).






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