Subsequent Events	3 Months Ended
Mar. 31, 2023
Subsequent Events
Subsequent Events	(16) Subsequent Events BDPL Forbearance Agreement Pursuant to the BDPL Forbearance Agreement, LEH agreed to forbear from exercising any of its rights and remedies related to existing defaults pertaining to payment violations under the BDPL-LEH Loan Agreement. Under the terms of the BDPL Forbearance Agreement, BDPL agreed to make interest-only monthly payments approximating $0.05 million beginning in May 2023, continuing on the fifteenth of each month through April 2025. Beginning in May 2025, BDPL agreed to make principal and interest monthly payments approximating $0.4 million through April 2027. Interest shall be incurred throughout the agreement term, including the interest-only payment period. As part of the BDPL Loan Agreement, BDPL paid LEH $0.05 million in May 2023. As of the filing date of this report, the BDPL-LEH Loan Agreement was in forbearance related to past defaults. Kissick Forbearance Agreement Pursuant to the Kissick Forbearance Agreement, Kissick Noteholder agreed to forbear from exercising any of its rights and remedies related to existing defaults under the Kissick Debt. Under the terms of the Kissick Forbearance Agreement, LE agreed to make monthly payments of $0.5 million beginning in April 2023, continuing on the first of each month through February 2025. On March 1, 2025, LE shall make a final payment of $0.4 million to Kissick Noteholder. As part of the Kissick Forbearance Agreement, LE paid Kissick Noteholder $0.5 million in each of April and May 2023. As of the filing date of this report, the Kissick Debt was in forbearance related to past defaults. LE was seeking Veritex’s consent under the Kissick Subordination Agreement. Jet Fuel Purchase Agreements Reflects two transactions for the purchase of jet fuel from LEH to LE under Jet Fuel Purchase Agreements. Under the first transaction, which occurred on April 21, 2023, LE purchased approximately 1.9 million gallons of jet fuel from LEH. Under the second transaction, which occurred on May 10, 2023, LE purchased approximately 2.0 million gallons of jet fuel from LEH. The jet fuel was sold at LEH’s product cost. LE expects to sell the products back to LEH under the Jet Fuel Sales Agreement. Jet Fuel Sales Agreement Effective April 1, 2023, LE entered into a renewed Jet Fuel Sales Agreement with LEH. The agreement has a one year term expiring on the earliest to occur of March 31, 2024 plus a 30-day carryover or delivery of the maximum jet fuel quantity. The agreement was executed on March 24, 2023. LE Amended and Restated Master Services Agreement On March 14, 2023, LE entered a Master Services Agreement with Ingleside effective March 1, 2023 for storage of products intended for customer receipt by barge. The agreement had a three-year term. The tank rental fee was $0.1 million per month. On May 9, 2023, LE and Ingleside amended and restated the Master Services Agreement (the “LE Amended and Restated Master Services Agreement” to change the term to 1 year. All other terms remained the same. Satisfaction of Debt Pursuant to a payoff letter dated March 31, 2023, Blue Dolphin fully satisfied the debt and defaults associated with the June LEH Note; as a result, debt and defaults under the March Ingleside Note and March Carroll Note that were assigned to LEH effective December 31, 2022 were also satisfied. All encumbrances that lender or assignee has or may have against Blue Dolphin were thereby terminated. Second Amended and Restated Operating Agreement The Second Amended and Restated Operating Agreement renewed effective April 1, 2023; the agreement was executed on March 14, 2023. The renewal term begins on the effective date and expires upon the earliest to occur of the following: (a) upon the first anniversary of the effective date, which termination date shall be April 1, 2024, (b) upon written notice of either party upon the material breach of the agreement by the other party, or (c) upon 90 days’ notice by the Board if the Board determines that the Second Amended and Restated Operating Agreement is not in the best interest of Blue Dolphin, LE, LRM, NPS, BDPL, BDPC and/or BDSC. With the exception of the term length, terms of the Second Amended and Restated Operating Agreement were the same as the Amended and Restated Operating Agreement. For services rendered: (a) Blue Dolphin, LE, LRM, NPS, BDPL, BDPC and BDSC shall reimburse LEH at cost for all direct expenses, either paid directly by LEH or financed with LEH’s credit card. Amounts payable to LEH shall be invoiced by LEH weekly but may be reimbursed sooner and (b) Blue Dolphin shall also pay to LEH a management fee equal to 5% of all consolidated operating costs, excluding crude costs, depreciation, amortization, and interest.

Subsequent Events

3 Months Ended

Mar. 31, 2023

(16) Subsequent Events

BDPL Forbearance Agreement

Pursuant to the BDPL Forbearance Agreement, LEH agreed to forbear from exercising any of its rights and remedies related to existing defaults pertaining to payment violations under the BDPL-LEH Loan Agreement. Under the terms of the BDPL Forbearance Agreement, BDPL agreed to make interest-only monthly payments approximating $0.05 million beginning in May 2023, continuing on the fifteenth of each month through April 2025. Beginning in May 2025, BDPL agreed to make principal and interest monthly payments approximating $0.4 million through April 2027. Interest shall be incurred throughout the agreement term, including the interest-only payment period. As part of the BDPL Loan Agreement, BDPL paid LEH $0.05 million in May 2023. As of the filing date of this report, the BDPL-LEH Loan Agreement was in forbearance related to past defaults.

Kissick Forbearance Agreement

Pursuant to the Kissick Forbearance Agreement, Kissick Noteholder agreed to forbear from exercising any of its rights and remedies related to existing defaults under the Kissick Debt. Under the terms of the Kissick Forbearance Agreement, LE agreed to make monthly payments of $0.5 million beginning in April 2023, continuing on the first of each month through February 2025. On March 1, 2025, LE shall make a final payment of $0.4 million to Kissick Noteholder. As part of the Kissick Forbearance Agreement, LE paid Kissick Noteholder $0.5 million in each of April and May 2023. As of the filing date of this report, the Kissick Debt was in forbearance related to past defaults. LE was seeking Veritex’s consent under the Kissick Subordination Agreement.

Jet Fuel Purchase Agreements

Reflects two transactions for the purchase of jet fuel from LEH to LE under Jet Fuel Purchase Agreements. Under the first transaction, which occurred on April 21, 2023, LE purchased approximately 1.9 million gallons of jet fuel from LEH. Under the second transaction, which occurred on May 10, 2023, LE purchased approximately 2.0 million gallons of jet fuel from LEH. The jet fuel was sold at LEH’s product cost. LE expects to sell the products back to LEH under the Jet Fuel Sales Agreement.

Jet Fuel Sales Agreement

Effective April 1, 2023, LE entered into a renewed Jet Fuel Sales Agreement with LEH. The agreement has a one year term expiring on the earliest to occur of March 31, 2024 plus a 30-day carryover or delivery of the maximum jet fuel quantity. The agreement was executed on March 24, 2023.

LE Amended and Restated Master Services Agreement

On March 14, 2023, LE entered a Master Services Agreement with Ingleside effective March 1, 2023 for storage of products intended for customer receipt by barge. The agreement had a three-year term. The tank rental fee was $0.1 million per month. On May 9, 2023, LE and Ingleside amended and restated the Master Services Agreement (the “LE Amended and Restated Master Services Agreement” to change the term to 1 year. All other terms remained the same.

Satisfaction of Debt

Pursuant to a payoff letter dated March 31, 2023, Blue Dolphin fully satisfied the debt and defaults associated with the June LEH Note; as a result, debt and defaults under the March Ingleside Note and March Carroll Note that were assigned to LEH effective December 31, 2022 were also satisfied. All encumbrances that lender or assignee has or may have against Blue Dolphin were thereby terminated.

Second Amended and Restated Operating Agreement

The Second Amended and Restated Operating Agreement renewed effective April 1, 2023; the agreement was executed on March 14, 2023. The renewal term begins on the effective date and expires upon the earliest to occur of the following: (a) upon the first anniversary of the effective date, which termination date shall be April 1, 2024, (b) upon written notice of either party upon the material breach of the agreement by the other party, or (c) upon 90 days’ notice by the Board if the Board determines that the Second Amended and Restated Operating Agreement is not in the best interest of Blue Dolphin, LE, LRM, NPS, BDPL, BDPC and/or BDSC. With the exception of the term length, terms of the Second Amended and Restated Operating Agreement were the same as the Amended and Restated Operating Agreement. For services rendered: (a) Blue Dolphin, LE, LRM, NPS, BDPL, BDPC and BDSC shall reimburse LEH at cost for all direct expenses, either paid directly by LEH or financed with LEH’s credit card. Amounts payable to LEH shall be invoiced by LEH weekly but may be reimbursed sooner and (b) Blue Dolphin shall also pay to LEH a management fee equal to 5% of all consolidated operating costs, excluding crude costs, depreciation, amortization, and interest.