Item 1.01 Entry into a Material Definitive Agreement.

Effective November 18, 2022, Lazarus Energy LLC ("Lazarus Energy"), Lazarus Refining & Marketing LLC ("Lazarus Refining" and, together with Lazarus Energy, the "Borrowers"), Blue Dolphin Energy Company (the "Company"), Lazarus Energy Holdings LLC ("Lazarus Holdings"), and Jonathan Carroll ("Carroll" and , together with Borrowers, the Company and Lazarus Holdings, the "Lazarus Parties"), entered into a Forbearance Agreement (the "Forbearance Agreement") with Veritex Community Bank ("Veritex"), relating to amounts owed by the Lazarus Parties to Veritex under the June 22, 2015 and December 4, 2015 loan agreements (the "Loan Agreements").

Under the Forbearance Agreement, the Borrowers will pay on or before November 28, 2022, approximately $5.4 million to Veritex, which represents all past due principal and interest (excluding late fees) owed under the Loan Agreements and a $1,000,000 payment reserve account deposit. Veritex agreed to forebear from exercising any of its rights and remedies relative to existing past defaults of the Lazarus Parties under the Loan Agreements from the effective date of the Forbearance Agreement through September 30, 2023, and Veritex will also forbear from testing compliance with financial covenants during the term of the Forbearance Agreement. The Borrowers shall make monthly payments on the debt through September 30, 2023. In the event that the Borrowers pay off all amounts due under the Loan Agreements on or before September 30, 2023, Veritex also agreed to waive late fees totaling approximately $400,000 in the aggregate.

Carroll serves as Chief Executive Officer and President of the Company. He also serves as President and is a majority owner of Lazarus Holdings. Together, Carroll and Lazarus Holdings owned approximately 83% of the Company's common stock as of the filing date of this report.

The foregoing description of the Forbearance Agreement constitutes only a summary thereof and is qualified in its entirety by reference to the text thereof filed as Exhibit 10.1 hereof.




Item 8.01 Other Events.

On November 23, 2022, the Company issued a press release announcing the entry of the Lazarus Parties into the Forbearance Agreement, a copy of which is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



  10.1     Forbearance Agreement dated November 18, 2022 among Lazarus Energy
         LLC, Lazarus Refining & Marketing LLC, Blue Dolphin Energy Company,
         Lazarus Energy Holdings LLC, Jonathan Carroll and Veritex Community
         Bank.

  99.1     Blue Dolphin Energy Company Press Release Issued November 23, 2022.





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