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This FIRST AMENDMENT TO AMENDED AND RESTATED DEED OF TRUST (for
<br />California, Missouri, Montana, Nebraska, Nevada, New Mexico, Tennessee, Texas, Utah, and
<br />Washington), CREDIT LINE DEED OF TRUST (Virginia), MORTGAGE (for Arkansas,
<br />Colorado, Idaho, Illinois, Indiana, Kansas, Michigan, New Jersey, and Oklahoma) OPEN END
<br />MORTGAGE (for Ohio and Pennsylvania), DEED TO SECURE DEBT (Georgia),
<br />ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING
<br />AND FINANCING STATEMENT (this "First Amendment "), is dated to be effective as of
<br />May 11, 2017 (the "Effective Date "), and is by and between BKEP CRUDE, L.L.C. (formerly
<br />known as SemGroup Energy Partners, L.L.C.), a Delaware limited liability company, BKEP
<br />MATERIALS, L.L.C. (formerly known as SemMaterials Energy Partners, L.L.C., a Delaware
<br />limited liability company), a Texas limited liability company, BKEP ASPHALT, L.L.C.
<br />(formerly known as SGLP Asphalt, L.L.C.), a Texas limited liability company, BKEP
<br />PIPELINE, L.L.C. (formerly known as BKEP Pipeline G.P., L.L.C. and SemPipe G.P., L.L.C.),
<br />a Delaware limited liability company, Blueknight Motor Carrier LLC, a Delaware limited
<br />liability company (formerly known as BKEP Field Services, L.L.C.), and BKEP SERVICES
<br />LLC, (formerly known as BKEP Field Services II, L.L.C.), a Texas limited liability company
<br />(collectively, as "Mortgagor "), the address for each of whom is 201 NW 10 Suite 200,
<br />Oklahoma City, Oklahoma 73103, Attn: Chief Financial Officer, on the one hand, and WELLS
<br />FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity,
<br />together with its successors and assigns in such capacity, "Administrative Agent "), whose
<br />address is 1111 Fannin Street, Floor 10, Houston, Texas 77002 -6925, on the other hand.
<br />RECITALS
<br />201705551
<br />WHEREAS, Blueknight Energy Partners, L.P., a Delaware limited partnership
<br />( "Borrower "), has entered into that certain Amended and Restated Credit Agreement, dated as
<br />of June 28, 2013 (as amended prior to the date hereof, the "Existing Credit Agreement "),
<br />among Borrower, Administrative Agent, and the other agents and lenders from time to time
<br />party thereto, pursuant to which the Lenders party thereto severally agreed to make extensions of
<br />credit to Borrower upon the terms and subject to the conditions set forth therein; and
<br />WHEREAS, the obligations of the Loan Parties under the Existing Credit Agreement are
<br />secured by, among other things, that certain Amended and Restated Deed of Trust (for
<br />California, Missouri, Montana, Nebraska, Nevada, New Mexico, Tennessee, Texas, Utah, and
<br />Washington), Credit Line Deed of Trust (Virginia), Mortgage (for Arkansas, Colorado, Idaho,
<br />Illinois, Indiana, Kansas, Michigan, New Jersey, and Oklahoma), Open End Mortgage (for Ohio
<br />and Pennsylvania), Deed to Secure Debt (Georgia), Assignment of Leases and Rents, Security
<br />Agreement, Fixture Filing and Financing Statement, dated of even date with the Existing Credit
<br />Agreement (as amended, supplemented or otherwise modified prior to the date hereof, the
<br />"Existing Mortgage "), filed for record in the real property records of the respective jurisdictions
<br />as shown on Schedule 1 attached hereto and made a part hereof; and
<br />WHEREAS, Borrower has entered into that certain Second Amended and Restated
<br />Credit Agreement, dated as of May 11, 2017 (the "Second Amended and Restated Credit
<br />
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