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<br />AMENDED AND RESTATED DEED OF TRUST (for California, Missouri, Montana,
<br />Nebraska, Nevada, New Mexico, Tennessee, Texas, Utah, and Washington), CREDIT LINE
<br />DEED OF TRUST (Virginia), MORTGAGE (for Arkansas, Colorado, Idaho, Illinois,
<br />Indiana, Kansas, Michigan, New Jersey, and Oklahoma) OPEN END MORTGAGE (for
<br />Ohio and Pennsylvania), DEED TO SECURE DEBT (Georgia), ASSIGNMENT OF
<br />LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND
<br />FINANCING STATEMENT
<br />(this "Mortgage ")
<br />RECITALS
<br />201305319
<br />WHEREAS, Blueknight Energy Partners, L.P., a Delaware limited partnership
<br />( "Borrower "), has entered into that certain Credit Agreement dated as of October 25, 2010,
<br />among Borrower, JPMorgan Chase Bank, N.A., as administrative agent ( "Prior Administrative
<br />Agent "), and the other agents and existing lenders party thereto (as amended prior to the date
<br />hereof, the "Existing Credit Agreement "), pursuant to which the lenders party thereto severally
<br />agreed to make extensions of credit to Borrower upon the terms and subject to the conditions set
<br />forth therein;
<br />WHEREAS, the obligations of the Loan Parties under the Existing Credit Agreement are
<br />secured by, among other things, that certain Deed of Trust (for California, Missouri, Montana,
<br />Nebraska, Nevada, New Mexico, Tennessee, Texas, Utah, and Washington), Credit Line Deed of
<br />Trust (Virginia), Mortgage (for Arkansas, Colorado, Idaho, Illinois, Indiana, Kansas, Michigan,
<br />New Jersey, and Oklahoma), Open End Mortgage (for Ohio and Pennsylvania), Deed to Secure
<br />Debt (Georgia), Assignment of Leases and Rents, Security Agreement, Fixture Filing and
<br />Financing Statement, dated of even date with the Existing Credit Agreement (as amended,
<br />supplemented or otherwise modified prior to the date hereof, the "Existing Mortgage "), filed for
<br />record in the real property records of the respective jurisdictions in which the property described
<br />therein is situated, which Existing Mortgage granted certain liens and security interests in such
<br />property to or for the benefit of Prior Administrative Agent;
<br />WHEREAS, Borrower has entered into that certain Amended and Restated Credit
<br />Agreement, dated as of even date with the effective date of this Mortgage (the "Amended and
<br />Restated Credit Agreement "), among Borrower, Wells Fargo Bank, National Association, as
<br />administrative agent (in such capacity, together with its successors and assigns in such capacity,
<br />"Administrative Agent "), and the other agents and Lenders from time to time party thereto,
<br />pursuant to which the Existing Credit Agreement was amended and restated in its entirety (the
<br />Existing Credit Agreement as so amended and restated by the Amended and Restated Credit
<br />Agreement, and as the same may be further amended, restated, renewed, replaced, supplemented,
<br />consolidated, extended or increased in amount or otherwise modified from time to time, the
<br />"Credit Agreement");
<br />WHEREAS, in connection with the Amended and Restated Credit Agreement, the liens
<br />and security interests created or evidenced by the Existing Mortgage have been assigned and
<br />transferred by Prior Administrative Agent to Administrative Agent pursuant to that certain
<br />Master Assignment of Mortgages and Deeds of Trust and Assumption Agreement, dated of even
<br />
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