SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BLUEKNIGHT GP HOLDING, LLC A Delaware Limited Liability Company Dated as of November 5, 2012Limited Liability Company Agreement • September 27th, 2016 • Blueknight Energy Holding, Inc. • Pipe lines (no natural gas) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Blueknight GP Holding, LLC (the “Company”), dated as of November 5, 2012 (the “Effective Date”), is adopted, executed and agreed to by Blueknight Energy Holding, Inc., a Delaware corporation (“Vitol”), CB-Blueknight, LLC, a Delaware limited liability company (“Charlesbank”), and Mark Hurley (“Hurley”), as the sole Members of the Company as of the date hereof.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG CB-BLUEKNIGHT, LLC, AS SELLER, BLUEKNIGHT ENERGY HOLDING, INC., AS SELLER, ERGON ASPHALT HOLDINGS, LLC, AS PURCHASER, AND, SOLELY FOR PURPOSES OF SECTION 12.17, ERGON ASPHALT & EMULSIONS, INC.,...Membership Interest Purchase Agreement • September 27th, 2016 • Blueknight Energy Holding, Inc. • Pipe lines (no natural gas) • Oklahoma
This Membership Interest Purchase Agreement (this “Agreement”) is dated as of July 19, 2016 (the “Execution Date”), by and among CB-Blueknight, LLC, a Delaware limited liability company (“CBB”), Blueknight Energy Holding, Inc., a Delaware corporation (“BEHI”), and Ergon Asphalt Holdings, LLC, a Delaware limited liability company (the “Purchaser”). CBB and BEHI are sometimes referred to herein individually as a “Seller” and collectively as the “Sellers”. The Sellers and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”; provided, that solely for purposes of Section 12.17, such terms shall include Ergon Asphalt & Emulsions, Inc., a Mississippi corporation (“Ergon”), Charlesbank Equity Fund VI, Limited Partnership (“CB Fund VI”), Charlesbank Equity Fund VII, Limited Partnership (“CB Fund VII,” and, collectively with CB Fund VI, the “CB Funds”), and Vitol Refining Group B.V. (“Vitol Refining”).
PURCHASE, SALE & CO-INVESTMENT AGREEMENT BY AND AMONG BLUEKNIGHT ENERGY HOLDING, INC. and CB-BLUEKNIGHT, LLC DATED OCTOBER 21, 2010Purchase, Sale & Co-Investment Agreement • September 27th, 2016 • Blueknight Energy Holding, Inc. • Pipe lines (no natural gas) • Delaware
This Purchase, Sale & Co-Investment Agreement (this “Agreement’) is entered into as of October 21, 2010, by and among Blueknight Energy Holding, Inc., a Delaware corporation (“Vitol”), and CB-Blueknight, LLC, a Delaware limited liability company (“Charlesbank”).
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • September 27th, 2016 • Blueknight Energy Holding, Inc. • Pipe lines (no natural gas)
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the common units representing limited partner interests of Blueknight Energy Partners, L.P., a Delaware limited partnership (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
PURCHASE AND SALE AGREEMENT by and between MANCHESTER SECURITIES CORP. (“Seller”) and ELLIOTT ASSOCIATES, L.P. and ELLIOTT INTERNATIONAL, L.P. (Each a “Seller Guarantor” and collectively the “Seller Guarantors”) and VITOL INC. (“Buyer”) and VITOL...Purchase and Sale Agreement • September 27th, 2016 • Blueknight Energy Holding, Inc. • Pipe lines (no natural gas) • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of October 7, 2009 (this “Agreement”), is entered into by and between Manchester Securities Corp., a corporation organized under the Laws of Delaware (“Seller”), Elliott Associates, L.P., a limited partnership organized under the Laws of Delaware (“Elliott Associates”), Elliott International, L.P., a limited partnership organized under the Laws of Delaware (“Elliott International” and together with Elliott Associates, the “Seller Guarantors” and each such entity, a “Seller Guarantor”), Vitol Inc., a corporation organized under the laws of Delaware (“Buyer”) and Vitol Holding B.V., a company organized under the laws of the Netherlands (“Buyer Guarantor”).
