AFFILIATE REVOLVING CREDIT AGREEMENT

Exhibit 10.55

AFFILIATE REVOLVING CREDIT AGREEMENT

THIS AFFILIATE REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 (the “Effective Date”), by and between Lazarus Energy Holdings, LLC., a Delaware limited liability company and its affiliates (“Lender”), and Blue Dolphin Energy Company and each of its wholly owned subsidiaries (“Borrower(s)” and, together with Lender, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, Lender has previously extended credit to Borrowers pursuant to certain promissory notes for working capital purposes;

WHEREAS, Borrower has requested that the Lender provide additional extensions of credit as provided herein, all on the terms and subject to the conditions described herein; and

WHEREAS, Lender is willing to extend additional credit to Borrower at its sole discretion under the terms and conditions herein set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

1.1 Loan(s).

(b) Borrowing. Following the date hereof, Borrowers may at any time and from time to time, request to borrow and reborrow from Lender (an “Advance”) up to a maximum amount of borrowings outstanding of $5,000,000 in the aggregate. Lender shall consider Borrower’s request, and shall make a determination of such request(s) in light of satisfaction of all of the conditions set forth herein and other factors as determined by Lender, in its sole discretion. Lender shall not be obligated to make an Advance and shall not make an Advance if Lender disapproves of the proposed use thereof by Borrower for such Advance.

(c) Interest. Borrower shall be charged interest on a daily basis for the outstanding balance of borrowings and accrued and unpaid interest under this Agreement. The interest rate to be paid by Borrower(s) shall be at a rate equal to the Wall Street Journal (“WSJ”) Prime rate plus two percent (WSJ Prime rate + 2.00%) per annum, compounded annually, and shall continue to accrue until paid. Interest shall be computed based on a 365-day year. Borrower agrees to pay interest on the outstanding balance monthly.

(d) Schedules. Borrowings and accrued and unpaid interest hereunder shall be evidenced by one or more loan accounts or records maintained by Lender in the ordinary course of business. Lender shall also attach and update on at least a quarterly basis Schedule I to this Agreement, detailing the balances and payments made hereunder during each fiscal quarter of Lender.

1.2 Repayment. Borrower(s) may repay at any time any and all outstanding borrowings hereunder without penalty. On the Maturity Date (defined below), Borrower(s) shall be obligated to repay in full the entire amount of outstanding borrowings hereunder plus accrued and unpaid interest thereon. Repayment of borrowings hereunder and interest thereon may be made in cash, set off against other obligations owed by Borrower(s) to Lender, between the Parties, or such other form as may be agreed by the Parties.

1.3 Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until April 30, 2025 (the “Initial Term”), unless terminated earlier as provided below or extended by the mutual agreement of the Parties (the “Maturity Date”). This Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term, as applicable.

1.4 Termination. Either Party shall have the right to terminate this Agreement upon the occurrence of any of the following events:

(a) A material breach of this Agreement by either Party that is not cured within thirty (30) days after receipt of written notice of such breach from the other Party;

(b) In no way limiting the foregoing, the Parties may terminate this Agreement by mutual consent memorialized in a writing reasonably satisfactory to both Lender and Borrower(s) upon sixty (60) days prior notice.

1.5 Miscellaneous. The terms set forth in Schedule A attached hereto are incorporated by reference herein and shall apply to this Agreement as if fully set forth herein.

(Signature Page Follows)

IN WITNESS WHEREOF, Lender and Borrower have each caused this Agreement to be executed on the date first written above.

SCHEDULE A

Additional Terms

The term “Agreement” shall refer to the agreement to which this Schedule A is attached. To the extent that there is any conflict between any provision of this Schedule and any provision set forth in the body of this Agreement, the provision set forth in the body of this Agreement shall control.

SCHEDULE I

Quarterly Loan Balances and Payments